UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

ARCHER-DANIELS-MIDLAND COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ARCHER-DANIELS-MIDLAND COMPANY

4666 Faries Parkway, Decatur,77 West Wacker Drive, Suite 4600, Chicago, Illinois 62526-566660601

NOTICE OF ANNUAL MEETING

To All Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company, a Delaware corporation, will be held at the JAMES R. RANDALL RESEARCH CENTER located at 1001 Brush College Road, Decatur, Illinois, on Thursday, May 2, 2013,5, 2016, commencing at 8:30 A.M.10:00 A.M., for the following purposes:

(1) To elect Directorsdirectors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2) To ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors to audit the accounts of the Companyour company for the fiscal year ending December 31, 2013;2016;

(3) To consider an advisory vote on the compensation of our named executive officers; and

(4) To transact such other business as may properly come before the meeting.

By Order of the Board of Directors

M. I. SMITH,D. C. FINDLAY, SECRETARY

March 22, 201328, 2016

TABLE OF CONTENTS

PROXY SUMMARY

The following is a summary of certain key disclosures in this proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review this proxy statement in its entirety as well as our 2015 Annual Report on Form 10-K.

ARCHER-DANIELS-MIDLAND COMPANYPROXY SUMMARY

GOVERNANCE HIGHLIGHTS

Our board of directors views itself as the long-term stewards of ADM. The board is committed to enhancing the success and value of our company for its stockholders, as well as for other stakeholders such as employees, business partners and others. The board recognizes the importance of good corporate governance and understands that transparent disclosure of its governance practices helps stockholders assess the quality of our company and its management and the value of their investment decisions.

ADM’s corporate governance practices are intended to ensure independence, transparency, management accountability, effective decision making and appropriate monitoring of compliance and performance. We believe that these strong corporate governance practices, together with our enduring corporate values and ethics, are critical to providing lasting value to the stockholders of our company.

4666 Faries Parkway, Decatur, Illinois 62526-5666DIRECTOR QUALIFICATIONS AND EXPERIENCE

The following chart provides summary information about each of our directors’ skills and experiences. More detailed information is provided in each director’s biography beginning on page 7.

March 22, 2013PROXY SUMMARY

VOTING MATTERS AND BOARD RECOMMENDATIONS

PROXY STATEMENTGENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

PROXY STATEMENT

General Matters

Our board of directors asks that you complete the accompanying proxy for the annual stockholders’ meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in this mailing. We are first mailing our stockholders this proxy statement and a proxy form (included in this mailing) around March 22, 2013.

Although we have historically held our annual stockholders’ meeting in November, because of the recent change of our fiscal year end from June 30 to December 31, the scheduling of this year’s annual meeting approximately six months after our 2012 annual meeting reflects our transition to a calendar year based financial reporting cycle. As a result, much of the information in this proxy statement, particularly information relating to executive compensation matters, relates to the six-month “transitional” period of July 1, 2012 to December 31, 2012. Throughout this proxy statement , we sometimes refer to such six-month transitional period as “Fiscal Year 2012.5” or “FY2012.5”.28, 2016.

We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson Inc.LLC to help us solicit proxies. We will pay Georgeson Inc.LLC approximately $24,000 plus reasonable expenses for its services. Our officers may solicit proxies by means other than mail. Our other employees or employees of Georgeson Inc.LLC may also solicit proxies in person or by telephone, mail, or the internet at a cost which we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable expenses in forwarding proxy materials to their principals.

We have a policy of keeping confidential all proxies, ballots, and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspectors of election, our transfer agent and certain employees associated with processing proxy cards and tabulating the vote. We will not disclose any stockholder’s vote except in a contested proxy solicitation or as may be necessary to meet legal requirements.

Our common stock stockholders of record at the close of business on March 11, 2013,10, 2016, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 11, 2013,10, 2016, we had 658,791,626587,155,298 outstanding shares of common stock, each share being entitled to one vote on each of the twelve director nominees and on each of the other matters to be voted on at the meeting. Our stockholders and advisors to our company are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting.

All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket. If you are a stockholder whose shares are held by a broker, bank, or other nominee, please request an admission ticket by writing to our office at Archer-Daniels-Midland Company, ShareholderInvestor Relations, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Your letter to our office must include evidence of your stock ownership. You can obtain evidence of ownership from your broker, bank, or nominee. The number of tickets sent will be determined by the manner in which shares are registered. If your request is received by April 18, 2013,21, 2016, an admission ticket will be mailed to you. Entities such as a corporation or limited liability company that are stockholders may send one representative to the annual meeting and the representative should have a pre-existing relationship with the entity represented. All other admission tickets can be obtained at the registration table located at the James R. Randall Research Center lobby beginning at 7:309:00 A.M. on the day of the meeting. Stockholders who do not pre-register will only be admitted to the meeting only upon verification of stock ownership.

The use of cameras, video or audio recorders or other recording devices in the James R. Randall Research Center is prohibited. The display of posters, signs, banners or any other type of signage by any stockholder in the James R. Randall Research Center is also prohibited. Firearms are also prohibited in the James R. Randall Research Center.

Any request to deviate from the admittance guidelines described above must be in writing, addressed to our office at Archer-Daniels-Midland Company, Secretary, 4666 Faries Parkway, Decatur,77 West Wacker Drive, Suite 4600, Chicago, Illinois 62526-566660601 and received by us by April 18, 2013.21, 2016. We will also have personnel in the lobby of the James R. Randall Research Center beginning at 7:309:00 A.M. on the day of the meeting to consider special requests.

If you properly execute the enclosed proxy form, your shares will be voted at the meeting. You may revoke your proxy form at any time prior to voting by:

(1) delivering written notice of revocation to our Secretary;

(2) delivering to our Secretary a new proxy form bearing a date later than your previous proxy; or

(3) attending the meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy).

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Under our bylaws, stockholders elect our directors are elected by a majority vote in an uncontested election (one in which the number of nominees is the same as the number of directors to be elected) and by a plurality vote in a contested election (one in which the number of nominees exceeds the number of directors to be elected). Because this year’s election is an uncontested election, each director nominee receiving a majority of votes cast will be elected (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Approval of each other proposal presented in the proxy statement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or by proxy at the meeting and entitled to vote.vote on that matter. Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors. For the other proposals to be voted on at the meeting, abstentions are treated as shares present or represented and voting, and therefore have the same effect as negative votes. Broker non-votes (shares held by brokers who do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) are counted toward a quorum, but are not counted for any purpose in determining whether a matter has been approved.

Principal Holders of Voting Securities

PRINCIPAL HOLDERS OF VOTING SECURITIES

Based upon filings with the Securities and Exchange Commission (“SEC”), we know that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:

(1) Based on a Schedule 13G filed with the SEC on February 2, 2016, State Farm Mutual Automobile Insurance Company and related entities have shared voting and dispositive power with respect to 283,577 shares and sole voting and dispositive power with respect to 56,294,742 shares.

(2) Based on a Schedule 13G/A filed with the SEC on February 10, 2016, The Vanguard Group has sole voting power with respect to 1,105,676 shares, sole dispositive power with respect to 36,118,998 shares, shared voting power with respect to 64,500 shares and shared dispositive power with respect to 1,189,974 shares.

(3) Based on a Schedule 13G/A filed with the SEC on January 25, 2016, BlackRock, Inc. has sole voting power with respect to 28,132,054 shares and sole dispositive power with respect to 33,826,080 shares.

(4) Based on a Schedule 13G filed with the SEC on February 12, 2016, State Street Corporation has shared voting and dispositive power with respect to 31,359,740 shares.

PROPOSAL NO. 1

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Proposal No.PROPOSAL NO. 1 — Election of DirectorsELECTION OF DIRECTORS FOR A ONE-YEAR TERM

Our board of directors has fixed the size of the board at twelve. Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below. Mr. O’Neill, a current member of our board of directors, has determined not to stand for re-election. As of March 10, 2016, Mr. O’Neill beneficially owned 29,592 shares of common stock, all of which consisted of stock units allocated under our Stock Unit Plan for Nonemployee Directors which are deemed to be the equivalent of outstanding shares of common stock. Ms. Woertz retired as Chairman and an executive officer of our company effective December 31, 2015 and Mr. Luciano was elected Chairman effective January 1, 2016. As of March 10, 2016, Ms. Woertz beneficially owned 3,761,733 shares of our common stock, consisting of 984,988 shares owned individually or in trust, 2,776,033 shares that were unissued but subject to stock options exercisable within 60 days, and 712 shares allocated under our 401(k) and Employee Stock Ownership Plan.

AllEleven of the twelve nominees proposed for election to theour board of directors are presently members of theour board and have previously been elected by our stockholders. The new nominee for election is Debra A. Sandler. Ms. Sandler was identified by the Nominating/Corporate Governance Committee as a potential nominee and was recommended by the Nominating/Corporate Governance Committee after it completed its interview and vetting process.

If elected, the nominees would hold office until the next annual stockholders’ meeting and until their successors are elected and qualified. If any nominee for director becomes unable to serve as a director, the persons named in the proxy may vote for a substitute who will be designated by the board of directors. Alternatively, the board of directors could reduce the size of the board. The board has no reason to believe that any nominee will be unable to serve as a director.

Our bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the board as a “holdover director.” However, under our Corporate Governance Guidelines, each director annually submits an advance, contingent, irrevocable resignation that the board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the board about whether to accept or reject the resignation. The board will act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. The board will nominate for election or re-election as director, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the board as a “holdover director.”

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The tableinformation below listsdescribes the nominees, their ages, positions with our company, principal occupations, current directorships of other publicly-owned companies, directorships of other publicly-owned companies held within the past five years, the year in which each first was elected as a director, and the number of shares of common stock beneficially owned as of March 11, 2013,10, 2016, directly or indirectly. Unless otherwise indicated, in the footnotes to the following table, and subject to community property laws where applicable, we believe that each nominee named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, all of the nominees have been executive officers of their respective companies or employed as otherwise specified below for at least the last five years.

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The Board of Directors recommends a voteFOR the election of the twelve nominees named abovebelow as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

Director Experiences, Qualifications, Attributes and Skills, and Board DiversityPROPOSAL NO. 1 —ELECTION OF DIRECTORS

In assessing an individual’s qualifications to become a member of the board, the Nominating/Corporate Governance Committee may consider various factors including education, experience, judgment, independence,

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integrity, availability, and other factors that the Nominating/Corporate Governance Committee deems appropriate. The Nominating/Corporate Governance Committee strives to recommend candidates that complement the current board members and other proposed nominees so as to further the objective of having a board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the board and its committees. In addition, the Nominating/Corporate Governance Committee considers personal characteristics of nominees and current board members, including race, gender and geographic origin, in an effort to obtain a diversity of perspectives on the board.

The specific experience, qualifications, attributes and skills that qualify each of our directors to serve on our board are listed below:

PROPOSAL NO. 1 —ELECTION OF DIRECTORS

PROPOSAL NO. 1 —ELECTION OF DIRECTORS

PROPOSAL NO. 1 —ELECTION OF DIRECTORS

Thomas F. O’NeillPROPOSAL NO. 1 —ELECTION OF DIRECTORS

PROPOSAL NO. 1 —ELECTION OF DIRECTORS

Patricia A. Woertz

Director Experiences, Qualifications, Attributes and Skills, and Board Diversity

In assessing an individual’s qualifications to become a member of the board, the Nominating/Corporate Governance Committee may consider various factors including education, experience, judgment, independence, integrity, availability, and other factors that the Committee deems appropriate. The Nominating/Corporate Governance Committee strives to recommend candidates that complement the current board members and other proposed nominees so as to further the objective of having a certified public accountantboard that reflects a diversity of background and experience with Ernst & Ernst, and with a broad rangethe necessary skills to effectively perform the functions of executive roles at Chevron Corporationthe board and its predecessor companies, Ms. Woertz bringscommittees. In addition, the Committee considers personal characteristics of nominees and current board members, including race, gender and geographic origin, in an effort to obtain a diversity of perspectives on the board of directorsboard.

The specific experience, qualifications, attributes and skills that qualify each of our company a significant amount of leadership, strategy development, risk management, mergers and acquisitions, international business, marketing, finance and technology experience.directors to serve on our board are described in the biographies above.

Board Leadership StructureBOARD LEADERSHIP STRUCTURE

BOARD LEADERSHIP STRUCTURE

Our company’s board of directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the board believes it is in the best interestsinterest of our company to make this determination based on the position and direction of ourthe company and the constitution of the board and management team. The board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. The board’s recent implementation of a careful and seamless succession plan demonstrates that the board hastakes seriously its responsibilities under the Corporate Governance Guidelines to determine who should serve as Chairman at any point in time in light of the specific circumstances facing our company. In December 2015, after careful consideration, the Board determined that having Mr. Luciano, our company’s Chief Executive Officer, serve as Chairman is in the best interest of our stockholders at this time. The Chief Executive Officer is responsible for the day-to-day management of our company and the development and implementation of our company’s strategy, and has access to the people, information and resources necessary to facilitate board function. Therefore, the board believes at this time that combining the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board.

The non-management directors elect a Lead Director at the board’s annual meeting. Ms. CarterMr. Felsinger is currently serving as Lead Director. The board believes that naminghaving an independent Lead Director more accurately reflects the accountability and responsibilities that accompany a non-executive position and does not believe that our stockholders would benefit at this time by having the roles of Chief Executive Officer and Chairman of the Board filled by different individuals. Our Lead Director provides the board with independent leadership and facilitates the independence of the board from management. The duties and responsibilities of the Lead Director are set forth inIn accordance with our Corporate Governance Guidelines, as follows:the Lead Director: (i) organize, convene and preside over executive sessions of the non-management and independent directors and promptly communicate the messages and directives approved by such directors at each such meeting to the Chairman and Chief Executive Officer; (ii) presidepresides at all meetings of the board at which the Chairman is not present, including executive sessions of the Board is not present; (iii) consultindependent directors and regularly meets with the Chairman and Chief Executive Officer in establishingfor discussion of appropriate matters arising from these sessions; (ii) coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors; (iii) consults with the Chairman and approves all meeting agendas, schedules and agendas, and in determining the information to be forwardedprovided to the directors both in conjunctionboard; (iv) interviews, along with such meetingsthe Chairman and otherwise; (iv) facilitate communication among the directorsChair and betweenmembers of the Nominating/Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Corporate Governance Committee; (v) advises the Nominating/Corporate Governance Committee on the selection of members of the board andcommittees; (vi) advises the board committees on the selection of committee chairs; (vii) works with the Chairman and Chief Executive Officer; (v) serve as an advisorOfficer to propose a schedule of major discussion items for the board; (viii) guides the board’s governance processes; (ix) provides leadership to the board committees, chairmenif circumstances arise in which the role of the board committeesChairman or Chief Executive Officer may be, or may be perceived to be, in conflict; (x) has the authority to call meetings of the independent directors; (xi) if requested by major shareholders, ensures that he or she is available for consultation and other directors;direct communication; and (vi)(xii) performs such other duties and responsibilities as assigned from time-to-time by the non-management directors consistent with the Lead Director’s role.board may determine.

In addition to appointingelecting a Lead Director, our non-management directors facilitate the board’s independence by meeting frequently as a group and fostering a climate of transparent communication. The high level of contact between our Lead Director and our Chairman between board meetings and the specificity contained in the board’s delegation of authority parameters also serve to foster effective board leadership.

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Board Role in Risk Oversight

Management is responsible for day-to-day risk assessment and mitigation activities, and our company’s board of directors is responsible for risk oversight, focusing on our company’s overall risk management strategy, our company’s degree of tolerance for risk and the steps management is taking to manage our company’s risks. While the board as a whole maintains the ultimate oversight responsibility for risk management, the committees of the board can be assigned responsibility for risk management oversight of specific areas. The Audit Committee currently maintains responsibility for overseeing our company’s enterprise risk management process and regularly discusses our company’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our company’s risk assessment and risk management processes. The Audit Committee periodically reports to our board of directors regarding significant matters identified with respect to the foregoing. The Nominating/Corporate Governance Committee has the authority to assign oversight of risk areas to specific committees as the need arises.

BOARD LEADERSHIP STRUCTURE

Management has established an Integrated Risk Management Committee consisting of personnel representing multiple functional and regional areas within our company, with broad oversight of the risk management process. Such committee’s

Board, Committee and Director Evaluations

The board believes that a robust annual evaluation process is a critical part of its governance practices. Accordingly, the Nominating/Corporate Governance Committee oversees an annual evaluation of the performance of the board of directors, each committee of the board, and each individual director. The Nominating/Corporate Governance Committee approves written evaluation questionnaires which are distributed to each director. The results of each written evaluation are provided to, and compiled by, an outside firm. Individual directors are evaluated by their peers in a confidential process. Our Lead Director delivers and discusses individual evaluation results with each director and the chair of the Nominating/Corporate Governance Committee delivers and discusses the Lead Director’s individual evaluation with him or her. Results of the other evaluations are discussed at appropriate committee meetings and with the full board.

Our board utilizes the results of these evaluations in making decisions on board agendas, board structure, committee responsibilities and objectives include:agendas, and continued service of individual directors on the board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based on our review of Forms 3, 4 and 5 we have received from, or have filed on behalf of, our directors and executive officers, and on written representations from those persons that they were not required to file a Form 5, we believe that, during the six-month transition periodfiscal year ended December 31, 2012, our directors and executive officers complied with all Section 16(a) filing requirements.2015, the following persons filed the number of late reports or failed to file reports representing the number of transactions set forth after his or her name: F. Sanchez, 1 report/1 transaction.

EXECUTIVE STOCK OWNERSHIP

Executive Stock Ownership Policy

The board of directors believes that it is important for each member of our senior management to acquire and maintain a significant ownership position in shares of our common stock to further align the interests of senior management with the stockholders’ interests. Accordingly, we have adopted a policy regarding ownership of shares of our common stock by senior management. The policy calls for members of senior management to

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own shares of common stock with a fair market value within a range of one to five times that individual’s base salary, depending on each individual’s level of responsibility with our company. The stock ownership guidelines applicable to the named executive officers (as defined herein) are set forth below.

Executive Officer Stock Ownership

The following table shows the number of shares of our common stock beneficially owned as of March 11, 2013,10, 2016, directly or indirectly, by each of the individuals named in the Summary Compensation Table herein.

* Less than 1% of outstanding shares

(1) Includes 259,884 shares held in trust, 712 shares held in our 401(k) and Employee Stock Ownership Plan, and stock options exercisable within 60 days.

(2) Includes 215,975 shares held in trust and stock options exercisable within 60 days.

(3) Includes stock options exercisable within 60 days.

(4) Includes 827 shares held in our 401(k) and Employee Stock Ownership Plan and stock options exercisable within 60 days.

Common stock beneficially owned as of March 11, 201310, 2016 by all directors, director nominees and executive officers as a group, numbering 3322 persons including those listed above, except for Mr. Smith, is 16,983,93918,502,314 shares representing 2.58%3.15% of the outstanding shares, of which 363,388419,929 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 2,230,6124,069,994 shares are unissued but are subject to stock options exercisable within 60 days and no shares are subject to pledge.

Independence of Directors

NYSE IndependenceINDEPENDENCE OF DIRECTORS

INDEPENDENCE OF DIRECTORS

INDEPENDENCE OF DIRECTORS

Information Concerning Committees and MeetingsINFORMATION CONCERNING COMMITTEES AND MEETINGS

INFORMATION CONCERNING COMMITTEES AND MEETINGS

The board’s standing committees are the Audit, Compensation/Succession, Nominating/Corporate Governance, and Executive Committees. Each committee operates pursuant to a written charter adopted by the board, available on our internet site,website,www.adm.com.

Audit Committee

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(7) the performance of our company’s compliance function; and

(8) certain relationships and related transactions.

Compensation/Succession Committee

Nominating/Corporate Governance CommitteeINFORMATION CONCERNING COMMITTEES AND MEETINGS

Executive Committee

STOCKHOLDER OUTREACH AND ENGAGEMENT

STOCKHOLDER OUTREACH AND ENGAGEMENT

As part of our commitment to effective corporate governance practices, in 2015 we reached out to many of our largest institutional stockholders to hold formal discussions with them to help us better understand the views of our investors on key topics. Our Lead Director and senior management participated in some of these meetings to discuss and obtain feedback on corporate governance, executive compensation and other related issues important to our stockholders. We share stockholder feedback with our Board and its committees to enhance our governance practices, and transparency of these practices to our stockholders. We review the voting results of our most recent annual meeting of stockholders, the stockholder feedback received through our engagement process, the governance practices of our peers and other large companies, and current trends in governance as we consider enhancements to our governance practices and disclosure. We value our dialogue with our stockholders and believe our outreach efforts, which are in addition to our other communication channels available to our stockholders and interested parties, help ensure our corporate governance, compensation and other related practices continue to evolve and reflect the insights and perspectives of our many stakeholders. We welcome suggestions from our stockholders on how the board and management can enhance this dialogue in the future.

Communications with Directors

We have approved procedures for stockholders and other interested parties to send communications to individual directors or the non-employee directors as a group. You should send any such communications in writing addressed to the applicable director or directors in care of the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur,77 West Wacker Drive, Suite 4600, Chicago, Illinois 62526-5666.60601. All correspondence will be forwarded to the intended recipient(s).

Code of Conduct

The board has adopted a Code of Conduct that sets forth standards regarding matters such as honest and ethical conduct, compliance with law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and in other public communications. The Code of Conduct applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available at our internet site,website,www.adm.com, and is available free of charge on written request to the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur,77 West Wacker Drive, Suite 4600, Chicago, Illinois 62526-5666.60601. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be promptly disclosed on our internet site.website.

COMPENSATION DISCUSSION AND ANALYSIS

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Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS

Introduction and Executive Summary

This Compensation Discussion and Analysis explains the process the Compensation/Succession Committee uses to determine compensation and benefits for ourthe company’s named executive officers (“NEOs”) and provides a detailed description of those programs.

In 2012, we made the decision to transition to a calendar fiscal year. As part of this transition, we implemented a six-month financial and compensation period from July 1, 2012 through December 31, 2012, hereinafter referred to as “FY2012.5”. As such, FY2012.5 reflects a partial year when considering our company performance and NEO pay.

This discussion focuses on the compensation provided to ourthe company’s NEOs during FY2012.5,2015, who were:

The titles in the table above reflect positions held during 2015 rather than current positions.

How Pay is TiedKey Leadership Changes

On January 1, 2015, Ms. Patricia Woertz stepped down as CEO and continued to Company Performanceserve as Chairman of the Board through December 31, 2015, when she retired from her role as Chairman. Ms. Woertz joined ADM in April 2006 as CEO and President and was named Chairman of the Board in February 2007. Since joining ADM, Ms. Woertz drove efforts to improve stockholder returns while growing the business through acquisitions, capital investments and partnerships. Under her leadership, ADM strengthened its global network, improved leadership succession, and grew its portfolio of higher-margin products.

Mr. Juan Luciano, who previously served as President and Chief Operating Officer, was elected by the Board of Directors to succeed Ms. Woertz as CEO effective January 1, 2015, and as Chairman effective January 1, 2016. Mr. Luciano joined ADM in 2011 as Executive Vice President and Chief Operating Officer, and was named President in February 2014. In his role as President and Chief Operating Officer, Mr. Luciano oversaw the commercial and production activities of the company’s Corn, Oilseeds, and Agricultural Services businesses, as well as its research, project management, procurement and risk management functions. He also had oversight of the company’s operational excellence initiatives and led the efforts to improve capital, cost and cash positions.

TABLE OF CONTENTS

Section				Page
1.		Executive Summary			22
2.		Compensation Objectives			23
3.		Components of Executive Compensation			23
4.		Executive Compensation Best Practices			25
5.		Oversight of Executive Compensation			26
6.		2015 Executive Compensation			28
7.		Employment Agreements, Severance, and Change-in-Control Benefits			37
8.		Additional Executive Compensation Policies and Practices			37

ADM Proxy Statement 2016		21

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COMPENSATION DISCUSSION AND ANALYSIS

Our

SECTION 1 — EXECUTIVE SUMMARY

Philosophy.The company’s business strategy and objectives are the foundation for our compensation programs. We believe, and our compensation programs support, that as an employee’s level in the organization or level of responsibility increases, so should the proportion of performance-based compensation.his or her compensation that is based on the company’s performance. As such, ourthe executive compensation programs closely tie pay to performance and will only deliver competitive levels of compensation if we achieve our goals and enhance shareholderstockholder value.

Our compensation philosophy is founded on the principle that we reward executives for creating value for our stockholders. We link a significant portion of compensation to multiple performance metrics, as described in Section 6. We implement our compensation practices within the framework of pay-for-performance. We do so in a manner that helps us attract and retain the highest quality talent to our executive ranks by rewarding excellence in leadership and success in the implementation of our business strategy.

In 2015, the three key elements of our pay program continued to be base salary, annual cash incentive awards and long-term incentive awards. We refer to the combination of these three elements as “total direct compensation.” This summary discusses compensation highlights for 2015. We also note in this summary certain decisions we have made that affect the 2016 compensation of our named executive officers and because of these decisions are relevant to an understanding of 2015 pay.

FY2012.52015 Financial and Operating Performance¹

In FY2012.5, the Company delivered solid results in a challenging business environment. Our team managed well despite challenges from the U.S. drought and from persistent, negative margins in the ethanol industry. Our results in Oilseeds and Agricultural Services demonstrate the ability of our people to manage our global asset network, to prepare for and manage in a range of market conditions. We continue to focus on better aligning our portfolio of businesses and enhancing our efficiencies. Our specific performance highlights included:

Adjusted EBITDA of $1.675 billion;

Strong focus on returns, which resulted in $150M run rate savings from global workforce restructuring and unlocking $1 billion in working cash;

Increased profits in Oilseeds Processing and Agricultural Services; and

Reduction in net debt balances to their lowest levels since June 2010.

 

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How Business Performance Determines Executive Compensation

The following charts illustrate the directional relationship between Company performance, based on three key metrics, and the compensation of our Chairman, Chief Executive Officer and President in FY2011, FY2012 and FY2012.5. These key metrics, Adjusted EBITDA, Adjusted ROIC and total shareholder return (“TSR”), were chosen because they correlate with and are reflective of long-term stockholder value.

1 — PayTarget total compensation is defined as base salary paid in the year andplus target annual and long-term incentives earned in the year (butbut paid in the following year and long-term equity incentives earned in the year but granted the following year). All figures for FY2012.5 representyear.

Balanced Total Compensation Delivery

ADM executive total direct compensation is delivered through a six-month period.

FY2012.5 NEO Earned Incentive Compensationmix of cash and equity awards that emphasize multiple performance factors tied to stockholder value creation over near-, mid- and longer-term time horizons.

In FY2012.5,2015, we achieved financial performanceAdjusted EBITDA of $1.675$3.39 billion of Adjusted EBITDA and Adjusted ROIC that was 90 basis points above our weighted average cost of capital. This performance, under our new, simpler7.3%. Under the company’s incentive award formula, this performance led to a cash bonusincentive award of 75.0%71.6% of target for the NEOs.NEOs, before application of individual multipliers. The Compensation/Succession Committee subsequently can make adjustments to this award within a range of -20% to +20% based on its assessment of individual and group performance (the “individual multiplier”). For FY2012.5Based on business results and the economic environment for 2015 performance, the Compensation/Succession Committee elected to award the CEO, COO and CFO the sameChairman a 1.0 individual multiplier, in recognition of their collective efforts as an executive management teamthe CEO a 0.95 individual multiplier, and their contribution to our success.the CFO a 1.1 individual multiplier. The Compensation/Succession Committee incorporated its and the full Board’sboard’s assessment of ourthe Chairman’s and CEO’s performance and our full company performance when approving Ms. Woertz’s and Mr. Luciano’s individual multiplier.multipliers. Mr. Jansen’sFindlay and Mr. Taets received individual multiplier reflects his contributions to the performance of his business unit. Mr. Smith received an individual multipliermultipliers of 1.0 due to his retirementand 0.95, respectively, in FY2012.5.

recognition of their performance against individual and company goals. Details on individual performance are discussed in Section 6.

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The individual multipliers for our NEOs for FY2012.5 are as follows:

P.A. Woertz — 1.15

J.R. Luciano — 1.15

R.G. Young — 1.15

D.J. Smith — 1.0

M.J. Jansen — 1.2

TheIn February 2016, the Compensation/Succession Committee granted long-term incentive (“LTI”) awards for FY2012.52015 at athe base award level. In determining the February 2016 award level, reflecting its assessmentthe Committee reviewed the company’s three-year TSR performance of our relative43.10%, which is below the S&P 100 Industrials’ median of 50.39%, and other portfolio management and strategic plan accomplishments. These awards will appear in next year’s Summary Compensation Table. The LTI awards granted in February 2015 and included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for 2015 were awarded based on performance for the three-year period ended December 31, 2012. The Committee considers multiple performance factors, including an assessment of our three-year TSR compared to the S&P 100 Industrials, as well as other comparators. These awards were granted in early 2013 and will appear in our next year’s Summary Compensation Table. Because FY2012.5 was a partial year, these LTI awards were pro-rated to half of the full-year award value. The LTI awards granted in August 2012, which were based on three full fiscal years of performance ended June 30, 2012, are shown in this year’s Summary Compensation Table.

Our change in fiscal year creates some fluctuations in comparing performance and pay levels across years. In our discussions of pay levels for FY2012.5, we have, as in prior fiscal years, identified the actual pay for the period as pay earned in the period, which was pro-rated for the six-month performance period.

In future years’ disclosures, as full fiscal year data are also reported and compared to this partial year, we will explain the volatility that is related to this timing shift, separate from the discussion of volatility that is inherent in our pay program due to its strong alignment with our financial performance. In the table below, we illustrate the fluctuations in reported compensation levels that we expect related to our change in fiscal year end. Because future pay decisions have not yet been made, the illustration uses award levels shown as a percent of annualized target values for a hypothetical individual and not a specific NEO.2014.

 

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CEO Realizable PayCOMPENSATION DISCUSSION AND ANALYSIS

To further illustrate the alignment of our compensation program with business performance, with an emphasis on stockholder value creation, we considered the relationship between pay opportunity and realizable

 

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pay. While most of the required compensation disclosures represent the awards thatmay be earned, realizable pay considers actual earnings based on performance. For this purpose, realizable pay means the sum of salary, actual cash bonus paid for each fiscal year, the current “in the money” value of stock options granted in the year and the current market value of restricted stock granted in the year. For each year below, the equity awards granted in each fiscal year are presented at their current realizable value, which is based on the December 31, 2012 closing price.

The following graph shows the realizable pay of Ms. Woertz, our CEO, for each of the fiscal years ended June 30, 2009, 2010, 2011, 2012 and for the six-month period ended December 31, 2012, and the correlation with the indexed TSR of our common stock on these dates. As the chart indicates:

Ms. Woertz’s awarded total direct compensation has declined during the past three years, based on our company performance, including our TSR with respect to relevant comparisons.

•

Ms. Woertz’srealizable pay is only a portion of the granted award value. Because the largest portion of her compensation opportunity is provided in the form of equity, of which 50% has been in the form of stock options that have zero value if share price does not increase, Ms. Woertz’s compensation has been directly aligned with the interests of our stockholders and stockholder value.

CEO Realizable Pay Is Aligned With Stock Price

Results of 20122015 Advisory Vote to ApproveOn Executive Compensation

At the 20122015 Annual Meeting of Stockholders, we held our secondthe company’s fifth advisory vote on executive compensation. Approximately 90%94% of the votes cast were in favor of this advisory proposal. The Compensation/Succession Committee consideredbelieves that this favorable outcome,strong level of support, and the favorable outcomesimilarly strong levels of support manifested in prior periods, affirm broad stockholder agreement with the prior, inaugural vote,alignment of existing executive compensation programs with stockholder interests and

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believed it conveyed our stockholders’ support of the Compensation/Succession Committee’s decisions and the existingapproach. The Committee considered this outcome in determining that no substantive changes in executive compensation programs. As a result, the changes the Compensation/Succession Committee made to the structure of our compensation programs were focused on further enhancing transparency and stockholder value.would occur for 2015. At the 2013 Annual Meeting of Stockholders to be held in May 2016, we will again hold an annual advisory vote to approveon executive compensation. The Compensation/Succession Committee will continue to consider stockholder feedback and the results from this year’s and future advisory votes on executive compensation.

Program DesignSECTION 2 — COMPENSATION OBJECTIVES

The objectives of ourthe company’s executive compensation program are to:

 

Attract and retain a strong executive team and motivate them to develop leadership and successors;

 

Align the interests of the NEOs with those of ourthe company’s stockholders;

 

Encourage a culture of pay-for-performance by requiring sufficient financial performance before awards may be earned and directly tying awards to quantifiable performance;

 

Encourage and reward current business results through cash salaries and performance-based annual cash incentives;

 

Reward sustained performance by granting equity and maintaining ownership guidelines; and

 

In total,the aggregate, provide competitive total compensation opportunities.

opportunities that are competitive with comparator companies and other companies with which we compete for executive talent.

Our

SECTION 3 — COMPONENTS OF EXECUTIVE COMPENSATION

The company’s executive compensation program is built on a structure that balances short and long term performance:

 

Salaries generally target the median of companies of similar scope, complexity and business environment;

salaries are reviewed annually and set based on competitiveness versus the external market, individual performance and internal equity.

 

OurThe company’s 2015 annual cash incentive program is primarily based on two key measures of financial performance;performance which are Adjusted EBITDA and

Adjusted ROIC relative to Annual Weighted Average Cost of Capital (WACC), with final awards based on company, group/business unit, and individual performance and achievements related to the company’s strategic and business objectives. For 2016, in addition to Adjusted EBITDA and Adjusted ROIC performance, the annual cash incentive program was modified to also include achievement of specific goals related to company and additional financial performance metrics.

 

The size of ourthe long-term incentive program awards is primarily based on ourthe company’s ability to drive stockholder value over a three-year period. The performance-sized awards have generally been granted using a mix of stock options (50%) and restricted stockRSUs (50%) to continue the alignment of the interests of ourthe company’s NEOs and stockholders. Beginning with awards granted in 2013, we have added performance stock units to this mix.

ADM Proxy Statement 2016		23

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COMPENSATION DISCUSSION AND ANALYSIS

The following chart summarizes the components and associated objectives of our executive compensation program:

		Pay Element				Objective		Performance Rewarded
FIXED		Annual		Base Salary		Fixed pay to recognize an individual’s role and responsibilities		Reviewed annually and set based on competitiveness versus the external market, individual performance and internal equity
PERFORMANCE-     BASED		Annual		Annual Cash Incentive		Achieve annual goals measured in terms of financial and individual performance linked to the creation of stockholder value		Adjusted EBITDA, Adjusted ROIC and individual performance
		Long-Term		Restricted Stock Units		Align NEO’s interests with stockholders; retain executive talent		Reward for the achievement of key drivers of stockholder value as evidenced in our share price
				Stock Options		Increase stock price and align NEOs’ interests with stockholders		Reward for the achievement of key drivers of stockholder value as evidenced in our share price

We pay an annual cash incentive only if ourthe company meets certain specified performance goals. The company’s overall performance warrants. Our annual cash incentive program emphasizes company-wide performance objectives to encourage the executives to focus on overall company success and leadership to generate the most value across the entire company. Our assessment of company performance is directly tied to stockholder expectations by ensuring the delivery of threshold levels of Adjusted EBITDA and Adjusted ROIC before awards may be earned (see Annex A — “Definitionearned. Adjusted EBITDA for 2015 was calculated by taking reported EBITDA and Reconciliationexcluding the impact of Non-GAAP Measures”).one-time gains, impairment, restructuring, settlement and debt extinguishment charges as well as a small LIFO credit. This results in minor differences between reported EBITDA and the Adjusted EBITDA number used for the annual cash incentive program. Individual performance and the Compensation/Succession Committee’s informed judgment are incorporated to ensure actual awards appropriately reflect ourthe company’s operating environment and individual executive contributions.

OurThe company’s LTI program is designed to reward sustained performance based on a reviewand to attract and retain talented executives and employees. To determine what portion of three years of performance. Thean executive’s target award to grant, the Compensation/Succession Committee conducts a thorough assessment of multi-year (typically three-year) performance, incorporating perspective on company and market factors, including relative and absolute stockholder return and strategic, operating, and financial milestones, when determiningmilestones. Typically, this assessment focuses principally on the portion of an executive’s target award that should be granted, but focuses largely on ourcompany’s relative three-year TSR performance compared to that of the S&P 100 Industrials. The Compensation/Succession Committee, based on its assessment

In addition to these direct elements of pay, the prior three yearscompany provides benefits to our NEOs to provide for basic health, welfare and income security needs and to support the attraction, retention and motivation of performance, awarded LTI awards in August 2012 atthese employees. With few exceptions, such as supplemental benefits provided to employees whose benefits under broad-based plans are limited under applicable tax laws, the base award level upon completion of fiscal year 2012. These awards were granted in FY2012.5 and,company’s philosophy is to offer the same benefits to all U.S. salaried employees as required byare offered to the SEC, appear in the FY2012.5 Summary Compensation Table. Pro-rated LTI awards were also granted for FY2012.5 to reflect one-half year of service and relative TSR performance from January 1, 2010 — December 31, 2012. The Committee elected to award these grants at the base level to maintain alignment with stockholders and help to retain our executive talent.company’s NEOs.

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COMPENSATION DISCUSSION AND ANALYSIS

 

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However, these awards are below the targeted competitive compensation due to our below-median TSR. These adjusted FY2012.5 awards will appear in next year’s proxy statement as grants made in 2013 even though they are reflective of prior performance.

Executive Compensation Best PracticesSECTION 4 — EXECUTIVE COMPENSATION BEST PRACTICES

We annually review all elements of NEO pay and, where appropriate for our business and talent objectives and our stockholders, may make changes to incorporate and maintain current best practices.

On-going Best Practices:

A clawback policy covering all cash The following table provides a summary of “what we do” and equity incentives of NEOs and certain other senior executives;

A clawback provision in agreements for long-term incentives that provides for the forfeiture or recovery of prior awards for a broad range of reasons for all employees;

A Compensation/Succession Committee comprised solely of independent directors;

A regular review of stockholder advisory groups’ guidelines and policies, including regular dialogue with these groups, to ensure executive pay programs appropriately consider stockholder interests;

A regular, independent review of our compensation programs by an outside consultant to assess risk;

A consistent, company-wide rewards strategy that utilizes the same company-wide performance metrics for all employees;

Stock ownership guidelines for NEOs and additional senior leaders;

An active, detailed role for the Compensation/Succession Committee in determining equity award grant structure and value;

An independent compensation consultant retained by, and which reports to, the Compensation/Succession Committee and has no other business with the company;

Regular briefings from the compensation consultant regarding key trends;

Annual reviews of our comparator groups;

An annual review of CEO performance;

An annual review of NEO performance;

No individual employment agreements for NEOs, with the exception of our CEO;

Non-compete provisions for retirees to be eligible to receive future equity award vesting;

No change-in-control tax gross-ups, with the exception of that provided in the original employment agreement with our CEO;

No dividends paid on unvested performance-based awards;

Limited perquisites—no clubs, financial planning or tax reimbursement for perquisites, except for relocation expenses as applies to all employees. In FY2012,“what we eliminated most of our perquisites, with the exception of an executive physical, automobile benefit and limited personal use of company aircraft as approved by our CEO, although our CEO will continue to be required to utilize the company aircraft for travel, in addition to a home security system for personal security;don’t do”.

 

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What We Do		What We Don’t Do
ü   Pay-for-Performance: We tie compensation to performance by setting clear and challenging company financial goals and individual goals and having a majority of target total direct compensation consist of performance-based components		EliminatedXNo Employment Contracts/Agreements: Effective February 11, 2015, we no longer have any employment contracts with any executive officer
ü   Multiple Performance Metrics: We use different performance measures, including Adjusted EDITDA and Adjusted ROIC for annual cash incentives and primarily relative three-year TSR performance for long-term incentives, as well as multi-year vesting or measurement periods		XNo Dividends Paid on Unvested Performance Awards: We do not pay dividends on unvested performance-based awards
üStock Ownership and Retention Requirements: We have stock ownership and retention requirements for our NEOs		XNo Hedging: We prohibit NEOs from engaging in hedging transactions with company common stock
üAnnual Compensation-Related Risk Review: The Compensation/Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not reasonably likely to have a material adverse effect on the company		X No Repricing or Buyouts of Stock Options: Our equity plan prohibits repricing or buyouts of underwater stock options
üClawback Policy: The company has a policy to recover previously paid cash and equity based incentive compensation from executives in the event of a restatement, ethical misconduct, or other specified circumstances		XNo Gross Up of Excise Tax Payments: We do not allow gross up of excise tax payments
üUse of Independent Compensation Consultant: The Compensation/Succession Committee retains an independent compensation consulting firm that performs no other consulting services for the company and has no conflicts of interest		XNo Excessive Executive Perks: With the exception of certain benefits provided under our expatriate program, executive perquisites are limited to executive physicals, limited personal use of the company aircraft, and personal security for the Chairman and CEO COOonly
üPledging Policy: We require our executives and CFO, at their request, their automobile benefitdirectors to obtain approval of our General Counsel before pledging company securities and we prohibit executives from pledging if they have not met stock ownership guidelines
ü1;Regular Review of Proxy Advisor Policies and Corporate Governance Best Practices: The Compensation/Succession Committee regularly considers proxy advisor and corporate governance best practices as they relate to our executive compensation programs

 

ADM Proxy Statement 2016		25

A policy that prohibits executives and directors from hedging of the Company’s securities; and

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1 — During FY2012.5, two NEOs received a company automobile. Mr. Jansen, like all Business Unit heads, was eligible during FY2012.5 for a company-provided automobile. Until his retirement on December 31, 2012, Mr. Smith also received a company automobile.COMPENSATION DISCUSSION AND ANALYSIS

 

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A policy that requires executives and directors to review any pledging of Company securities with the Company’s General Counsel prior to engaging in such activity; and that prohibits pledging by executives and directors who have not met stock ownership guidelines.

Oversight of Executive CompensationSECTION 5 — OVERSIGHT OF EXECUTIVE COMPENSATION

What is the Role of the Compensation/Succession Committee?

The Compensation/Succession Committee is composed solely of independent directors and is responsible to the board of directors and ourthe company’s stockholders for establishing ourthe company’s compensation philosophy and establishing and administering ourthe company’s compensation policies and programs consistent with this philosophy. The Compensation/Succession Committee’s responsibilities are set forth in the Compensation/Succession Committee’sits charter, which is available on the investor relations section of ourthe company’s website. Additional information regarding the Compensation/Succession Committee’s authority to determine compensation can be found herein under the caption “Compensation/Succession Committee.”Committee” elsewhere in this proxy.

What is the Role of the Board?

The board approves the company’s business plan, which is one of the factors used to set financial business objectives for the annual cash incentive plan. The non-managementindependent directors establish and approve all performance criteria for evaluating the CEO and annually evaluate the performance of the CEO based on these criteria. The non-management directors also ratify the CEO’s compensation. When asked by the Compensation/Succession Committee, theThe board can also provide input and ratification on any additional compensation-related issues. The board also conducts an annual review of the company’s performance.

What is the Role of the Compensation/Succession Committee Consultant?

The Compensation/Succession Committee retained Pay Governance LLC as its independent executive compensation consultant. Pay Governance provides no other services to the company. The independent compensation consultant reports directly to the Compensation/Succession Committee, and provides the Compensation/Succession Committee with objective and expert analyses and independent advice on executive and director compensation, and other matters in support of the Compensation/Succession Committee’s responsibilities under its charter. Each Compensation/Succession Committee meeting includes an executive session where the Compensation/Succession Committee meets exclusively with the independent consultant; company management is not included in these meetings.sessions. Outside of these meetings,sessions, the independent consultant interacts with ourthe company’s management team solely on behalf of the Compensation/Succession Committee to assist the Compensation/Succession Committee in fulfilling its duties and responsibilities. The Compensation/Succession Committee will only retain consultants that it believes will provide independent advice. The Compensation/Succession Committee has assessed the independence of Pay Governance pursuant to the SEC’s and NYSE’s rules and concluded that the work Pay Governance has performed does not raise any conflict of interest.

What are the Roles of Executives?

To assist the Compensation/Succession Committee in determining compensation for the other NEOs, ourthe company’s CEO participates in discussions with the Compensation/Succession Committee regarding the officers’ performance and compensation. SheThe CEO provides the Compensation/Succession Committee with heran assessment of the NEOs’ performance, both as individuals and with respect to the functions or business units they oversee. SheThe CEO also recommends to the Compensation/Succession Committee, but does not determine or vote on, the specific amount of compensationannual base salary adjustments, individual and group performance factors, or short and long-term incentive award target levels that should be paid to the other NEOs.

OurThe company’s Senior Vice President of Human Resources administersoversees all employee compensation and the administration of benefits programs, withunder the oversight and supervision bydirection of the Compensation/Succession Committee. He prepares the majority of the materials for the Compensation/Succession Committee meetings and provides analyses that assist the

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Compensation/Succession Committee with its decisions, such as summaries of competitive market practices, summaries of ourthe company’s succession planning actions, and reports regarding ourthe company’s performance. In addition, throughout the year, he facilitates meetings with management to help the Compensation/Succession Committee gain a better understanding of company performance. He ensures that the Compensation/Succession Committee is provided a rigorous assessment of year-to-date performance at each Compensation/Succession Committee meeting.of its meetings. At the direction of the Chairman ourof the Compensation/Succession Committee, the company’s Senior Vice President of Human Resources involves other members of management in portions of the Compensation/Succession Committee meetings to participate in discussions related to company and individual performance and ourthe company’s compensation and benefit programs. OurThe company’s executives leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to attend by the Compensation/Succession Committee.

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COMPENSATION DISCUSSION AND ANALYSIS

How Do the Committee’s Decisions Incorporate OurThe Company’s Executive Compensation Objectives?

 

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1.

Alignment of Executive and Stockholder Interests.Interests. We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of ourthe company’s NEOs with the interests of ourthe company’s stockholders. In FY2012.5,For 2015, on average for ourthe company’s NEOs, participating in our standard executive compensation programs for the full year, 65%68% of actual total direct compensation was in the form of equity.equity awards, exclusive of our Chairman, who did not receive long-term incentives. These awards were determined primarily based on ourthe company’s three-year TSR, compared to the S&P 100 Industrials. Restricted stockRSU awards typically vest three years from the date of grant, and stock options typically vest over five years. We also include a clawback provision in agreements for long-term incentive awards, that not only enablesenabling us to recover awards if the recipient engages in prohibited conduct, but alsoincluding post-vesting non-competition and non-solicitation restrictions, and it makes awards subject to any clawback policy involving the restatement of our earnings.the company’s financial results as described in Section 8.

 

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2.

Enable Us to Attract and Retain Top Executive Talent. Stockholders are best served when we can attract, retain and motivate talented executives with compensation packages that are competitive and fair. OurThe company’s compensation program for NEOs delivers a mix of salary, annual cash incentiveincentives and long-term incentive generallyincentives targeted at the median of the market.to be market competitive as described below. The Compensation/Succession Committee used input from management and from its independent compensation consultant to select comparator groups of companies. The usecompanies that were used to review the competitiveness of multiple comparator groups allows the Compensation/Succession Committee to understandour executive compensation levels for talent across a broad marketplace. We utilize three comparator groups ranging from a broad general industry group based on revenue scope to a custom industry group. When selecting these groups, we considered industry, business complexity and size. We believe that these comparator groups, used together, provide a composite view of the competitive market in which our company competes for executive talent. In addition to the market data points gathered through this analysis, the Compensation/Succession Committee considers individual and corporate performance, roles and responsibilities, growth potential and other qualitative factors when establishing executive pay levels. Each year, management and the Compensation/Succession Committee evaluate the comparator groups to ensure each group remains applicable. Any changes are carefully assessed in an effort to maintain continuity from year to year. No changes in the identity of the comparator groups were made for FY2012.5. However, we clarified our rationale for utilizing these peer groups as well as their roles in determining compensation. In the future, we anticipate changes may be necessary to accommodate transaction activity among certain companies. The comparator groups are:

Our primary comparator group is comprised of the constituents of the S&P 100 Industrials Index. As a large, global company engaged in multiple lines of business, ourthe company’s competition for talent, business and investment is broad. The S&P 100 Industrials companies provide a defined, broad sample of large companies facing business dynamics similar to the company. For 2015, we simplified our company. Theseapproach to evaluating market practices and elected to use only the S&P 100 Industrials Index recognizing that, historically, this was our primary reference for market practices and it is most reflective of the types of companies as of August 2012with which we compete for talent.

In addition to the market data points gathered in this analysis, the Compensation/Succession Committee also considered individual and corporate performance, roles and responsibilities, growth potential and other qualitative factors when FY2012.5establishing executive pay decisions were made, are: 3M Co., Abbott Laboratories, Accenture plc, Aetna Inc., Alcoa, Inc., Amazon.com Inc., Amerisource Bergen, Apple Inc., AT&T, Inc., Baker Hughes Incorporated, Best Buy Co. Inc., Bristol-Myers Squibb, Cardinal Health, Inc., Caterpillar Inc., CenturyLink, Inc., Chevron Corporation, Cigna Corp., Ciscolevels.

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Systems, Inc., Comcast Corporation, ConocoPhillips, Costco Wholesale Corporation, Cummins Inc., CVS Caremark Corporation, Deere & Company, Dell Inc., DIRECTV, E. I. du Pont de Nemours and Company, Eli Lilly & Co., EMC Corporation, Emerson Electric Co., Express Scripts Holding, Exxon Mobil Corporation, Fluor Corporation, Ford Motor Co., General Dynamics Corp., General Electric Company, Goodyear Tire & Rubber, Google Inc., Halliburton Company, Hess Corporation, Hewlett-Packard Company, Honeywell International Inc., Humana Inc., Intel Corporation, International Business Machines Corporation, International Paper Company, Johnson & Johnson, Johnson Controls Inc., Kimberly-Clark Corporation, Kohl’s Corp., Kraft Foods Inc.1, Lockheed Martin, Lowe’s Companies Inc., LyondellBasell Industries, Macy’s, Inc., Marathon Petroleum, McDonald’s Corp., McKesson Corporation, Merck & Co. Inc., Microsoft Corporation, Murphy Oil Corporation, News Corp., Nike Inc., Northrop Grumman, Nucor Corporation, Occidental Petroleum, Oracle Corporation, Pepsico Inc., Pfizer Inc., Philip Morris International, Phillips 66, Procter & Gamble Co., Raytheon Co., Safeway Inc., Schlumberger Limited, Sprint Nextel Corp., Staples, Inc., Sunoco, Inc., Sysco Corporation, Target Corp., Tesoro Corporation, The Boeing Company, The Coca Cola Company, The Dow Chemical Company, The Home Depot, Inc., The Kroger Co., The TJX Companies, Inc., Time Warner Cable Inc., Time Warner Inc., Tyson Foods Inc., United States Steel Corp., United Technologies Corp., UnitedHealth Group, Inc., Valero Energy Corporation, Verizon Communications, Walgreen Co., Wal-Mart Stores Inc., Walt Disney Co., WellPoint Inc., Xerox Corp.

 

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We also utilize a custom industry group comprised of 19 companies that operate in one or more of the same industries or lines of business as our company. We believe these comparisons provide industry-specific insight into pay levels and practices differences within our industries. These 19 companies are: Altria Group Inc., Bunge Ltd., Caterpillar Inc., ConAgra Foods, Inc., Deere & Co., Dow Chemical, DuPont (E.I.) De Nemours, General Mills, Hess Corp., International Paper Company, Kraft Foods Inc.1, Marathon Oil Corp., PepsiCo, Sara Lee Corp.2, Sunoco Inc., Tesoro Corp., Tyson Foods Inc., Valero Energy Corp., Weyerhaeuser.

Finally, to provide a broad market context across all industries, we utilize data from all nonfinancial companies participating in the Towers Watson Executive Compensation Database with revenue of $20 billion or greater.

1.	Kraft Foods Inc. spun off its North America foods division, which is now publicly traded as Mondelez International, which we anticipate to be a future comparator group company.

2.	Sara Lee Corp. officially split into two companies in June 2012. Its U.S. meat business is publicly traded Hillshire Brands Co., which as a stand-alone entity, is too small to be considered a comparator company in the future.

We do not use these comparator groups to assess company performance. Company performance is assessed using the two key financial performance metrics of Adjusted EBITDA and Adjusted ROIC. In seeking to provide a competitive target total direct compensation package, the Compensation/Succession Committee reviews comparator group compensation data, both with respect to total direct compensation and compensation elements, as a general reference to make compensation decisions, but does not establish specific compensation parameters based on such data. In this regard, the Compensation/Succession Committee considers target total direct compensation to be competitive if it is within a range of 80-130% of total direct compensation of the market 50th percentile for comparable positions and responsibilities among comparator groups described above. While positioning to the comparator market data is considered, other factors ultimately determine how a named executive officer is paid, including individual responsibilities, an executive’s experience and tenure, individual performance, and business objectives.

3.

NEO Compensation Should Reflect Our Results.the Company’s Results. OurThe company’s executive compensation program emphasizes variable, performance-based pay and is targeted and assessed in the aggregate, although the Compensation/Succession Committee reviews each component independently as well. Base salary is reviewed annually and adjusted based on a variety of factors including, in addition to an evaluation relative to competitive market practices as described above, a subjective evaluation of each NEO’s overall performance, tenure and tenure.changes in responsibilities if applicable. The CEO provides the Compensation/Succession Committee with a recommendation of annual base salary adjustments, individual and group performance factors,

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and short and long-term incentive award target levels for all officers, other than the CEO. The Compensation/Succession Committee takes into consideration the CEO’s recommendations, along with information provided by the compensation consultant and management into consideration when making annual base salary adjustments, individual and group performance factor adjustments and any adjustments to annual cash incentive award opportunity levels. The annual cash incentive plan for FY2012.5FY2015 targeted awards at 65%82% to 150%175% of each NEO’s base salary, but actual awardspayouts may range from zero to 240% of the target level depending on performance against the specific goals. Annual cash incentives are paid if, and to the extent that, corporate goals approved by the Compensation/Succession Committee are attained. Equity compensation is also assessed in a similar manner and is designed to reward measurable results.

Elements of Compensation

Executive Compensation Elements

 

ElementADM Proxy Statement 2016		Purpose		Characteristics
•		Base Salary		•		Fixed pay to recognize an individual’s role and responsibilities		•		Reviewed annually and set based on competitiveness versus the external market, individual performance and internal equity
•		Annual Cash Incentive		•		Paid upon achievement of pre- defined, operational and financial goals		•		Performance-based award opportunity that varies based on company and individual achievements
•		Long-Term Incentive		•		Create current and future alignment with stockholders		•		Typically a mix of stock options and restricted stock
								•		Award level based on prior 3 years’ performance, largely based on our TSR compared to the S&P 100 Industrials and other relevant benchmarks in any given year
•		Benefits		•		Provide for basic health, welfare and income security needs Supplemental retirement benefits provided to employees whose benefits under broad-based retirement plan are limited under applicable tax law		•		NEOs participate in the broad-based health and welfare plans available to all employees. In addition, they are eligible to participate in the Supplemental Retirement Plan and the Deferred Compensation Plan (these plans are described herein under the captions “Supplemental Retirement Plans” and “Non-Qualified Deferred Compensation Plans”). NEOs are also eligible for limited perquisites as described above.27

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COMPENSATION DISCUSSION AND ANALYSIS

 

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SECTION 6 — 2015 EXECUTIVE COMPENSATION

How areFor performance during 2015, the Elements Used to Deliver Total Pay?

Ourcompany’s NEOs excluding Mr. D.J. Smith, received, on average, 81%82% ofactualtotal direct compensation¹ in variable pay and 65%68% ofactual total direct compensation in equity awards for FY2012.5.FY2015, excluding our Chairman who was not granted long-term incentives. Although the Compensation/Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, we do place greater emphasis on variable pay for executives with more significant responsibilities, reflecting their greater capacity to affect ourthe company’s performance and results. The charts below present the mix ofactualpaytotal direct compensation received for FY2012.51.FY2015.

 

1. Actual total direct compensation is defined as FY2015 base salary plus cash incentive earned for FY2015 performance (paid in 2016) and LTI awards for the three-year period ending in FY2015 (granted in 2016).

 

1.
28		ADM Proxy Statement 2016

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COMPENSATION DISCUSSION AND ANALYSIS

Individual Compensation Decisions

The Compensation/Succession Committee reviews the total compensation of our NEOs annually. Any changes to base salary, short-term incentives and long-term incentives are based on competitiveness versus the external market, individual performance, internal equity and the Committee’s informed judgment as described in the Oversight of Executive Compensation in Section 5.

The following tables summarize compensation decisions made by the Compensation/Succession Committee with respect to each of the NEOs. Details regarding our compensation programs and related decisions may be found following the summaries for the executives. Due to the timing of the company’s salary adjustments, base salaries presented in the Summary Compensation Table may differ slightly from how we consider annualized salary levels.

MS. WOERTZ
Component		Pay is defined as FY2012.5Decisions
Base Salary		•  Ms. Woertz’s base salary plusremained unchanged for FY2015.
Annual Cash Incentive		•  Ms. Woertz’s target annual cash incentive earnedopportunity for FY2012.5FY2015 was $2,450,000, or 175% of her base salary. •  For FY2015, the Compensation/Succession Committee elected to award Ms. Woertz an individual multiplier of 1.0 in recognition of her efforts and contribution to achieving business results. •  The Compensation/Succession Committee incorporated its and the full Board’s assessment of the full company performance when approving Ms. Woertz’s individual multiplier. •  Ms. Woertz’s actual FY2015 cash award was $1,754,200, or 125% of her base salary, paid in 2016. •  Key accomplishments included: – Managed a successful transition to incoming CEO by sharing knowledge and experiences. – Provided support to ADM’s Board of Directors in preparation of transitioning Chairman role to Mr. Luciano. – Showed leadership in search for new directors with consumer experience and focus on diversity. – Advanced efforts with the Board of Directors on governance initiatives. – Promoted the company’s interests with government officials and foreign leaders.
Long-Term Incentives1		•  Ms. Woertz’s LTI award granted in February 2015 was between the “challenge” and “premium” levels based primarily on the company’s relative TSR performance from January 1, 2012 – December 31, 2014 and overall financial performance in the same period. •  The award value of Ms. Woertz’s FY2014 LTI, awarded in February 2015 was $15,500,000, which included an additional $2,900,000 in recognition of her exceptional leadership efforts with CEO succession, implementation of strategic initiatives and outstanding performance over the three year period ending in FY2014. •  For FY2015, Ms. Woertz was no longer eligible to receive long-term incentive awards as part of her compensation as Chairman.

ADM Proxy Statement 2016		29

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COMPENSATION DISCUSSION AND ANALYSIS

MR. LUCIANO
Component		Pay Decisions
Base Salary		•  In conjunction with his promotion to President and CEO, Mr. Luciano received a 20% base salary increase in 2015.
Annual Cash Incentive		•  Mr. Luciano’s target annual cash incentive opportunity for FY2015 was $2,100,000, or 175% of his base salary. •  For FY2015, the Compensation/Succession Committee elected to award Mr. Luciano an individual multiplier of .95 based on lower than expected business results as a result of a challenging operating and economic environment for the year. •  Mr. Luciano’s actual FY2015 cash award was $1,428,420 or 119% of his base salary, paid in 2016. •  Key accomplishments included: – Delivered more than $200 million in run-rate cost savings. – Executed acquisitions and divestitures to optimize the company’s portfolio of business, positioning the company for improved returns. – Expanded the company’s geographic footprint in strategically important regions. – Oversaw significant expansions in the company’s product portfolio. – Achieved the safest year in the company’s history with record-low total recordable and lost-time incident rates. – Created robust leadership development programs to enhance strategic capabilities.
Long-Term Incentives1		•  Mr. Luciano’s LTI award granted in February 2015 was between the “challenge” and “premium” levels based primarily on the company’s relative TSR performance from January 1, 2012–December 31, 2014 and overall financial performance in the same period. •  The award value of Mr. Luciano’s FY2014 LTI, awarded in February 2015, was $6,347,000, which included an additional $1,000,000 associated with his new role as CEO effective January 1, 2015. •  Mr. Luciano’s base level LTI award for FY2015 was increased from $4,762,000 to $10,000,000 based on market competitiveness. •  Mr. Luciano’s LTI award for FY2015 was granted at the base award level primarily attributed to the company’s relative TSR performance from January 1, 2013–December 31, 2015, and awarded in February 2016.
MR. YOUNG
Component		Pay Decisions
Base Salary		•  In 2015, Mr. Young received a base salary increase of 3.1% based on individual performance and market competitiveness.
Annual Cash Incentive		•  Mr. Young’s target annual cash incentive opportunity for FY2015 was $1,064,498, or 129% of his base salary. •  For FY2015, the Compensation/Succession Committee elected to award Mr. Young an individual multiplier of 1.1 in recognition of his efforts and contribution to achieving significant financial results for FY2015 and planning for future strategic initiatives to grow stockholder value. •  Mr. Young’s actual FY2015 cash award was $838,399, or 102% of his base salary, paid in 2016. •  Key accomplishments included: – Implemented balanced capital allocation framework. – Enhanced corporate financial planning process to support value creation framework. – Strong corporate Selling, General & Administration (SG&A) cost control. – Successfully achieved cost synergies on significant acquisitions. – Advanced the enterprise business transformation project. – Proactive investor outreach and communications program.
Long-Term Incentives1		•  Mr. Young’s LTI awards for FY2012.5 (grantedaward granted in 2013). Mr. Smith’s retirementFebruary 2015 was effective between the “challenge” and “premium” levels primarily based on the company’s relative TSR performance from January 1, 2012–December 31, 2012,2014 and as such, he did not receive a FY2012.5overall financial performance in the same period. •  The award value of Mr. Young’s FY2014 LTI, award.awarded in February 2015, was $4,197,880. •  Mr. Young’s base level LTI award for FY2015 was increased from $3,612,880 to $3,725,783 based on market competitiveness. •  Mr. Young’s LTI award for FY2015 was granted at the base award level primarily attributed to the company’s relative TSR performance from January 1, 2013–December 31, 2015, and awarded in February 2016.

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Base SalaryCOMPENSATION DISCUSSION AND ANALYSIS

MR. FINDLAY
Component		Pay Decisions
Base Salary		•   In 2015 Mr. Findlay’s salary remained unchanged.
Annual Cash Incentive		•   Mr. Findlay’s target annual cash incentive opportunity for FY2015 was $700,000, or 100% of his base salary. •   For FY2015, the Compensation/Succession Committee elected to award Mr. Findlay an individual multiplier of 1.0 based on his performance throughout the year. •   Mr. Findlay’s actual FY2015 cash award was $501,200, or 72% of his base salary, paid in 2016. •   Key accomplishments included: –  Significantly reduced outside legal spending, and total legal costs, through comprehensive outside counsel program and careful management of large legal matters. –  Mitigated significant legal and reputational risks to the company by enhancing legal and regulatory compliance programs and successfully resolving large litigation matters. –  Assisted the Board of Directors in putting in place corporate governance, improvements and facilitating a smooth CEO and Chairman transition. –  Successfully handled complex cross-border mergers and acquisitions and integrated acquired companies.
Long-Term Incentives1		•   Mr. Findlay’s LTI award granted in February 2015 was between the “challenge” and “premium” levels primarily based on the company’s relative TSR performance from January 1, 2012–December 31, 2014 and overall financial performance in the same period. •   The award value of Mr. Findlay’s FY2014 LTI, awarded in February 2015, was $2,685,000. •   Mr. Findlay’s LTI targets for FY2015 remained unchanged. •   Mr. Findlay’s LTI award for FY2015 was awarded at the base award level of $2,100,000 primarily attributed to the company’s relative TSR performance from January 1, 2013–December 31, 2015, and awarded in February 2016.
MR. TAETS
Component		Pay Decisions
Base Salary		•   In 2015, Mr. Taets received a 3.0% base salary increase based on individual performance for FY2014 and market competitiveness.
Annual Cash Incentive		•   Mr. Taets’s target annual cash incentive opportunity for FY2015 was $550,000, or 82% of his base salary. •   For FY2015, the Compensation/Succession Committee elected to award Mr. Taets an individual multiplier of .95 based on lower than expected business results as a result of a challenging operating and economic environment for the year. •   Mr. Taets’s actual FY2015 cash award was $374,110, or 56% of his base salary, paid in 2016. •   Key accomplishments included: –  Made significant contributions to enterprise-wide efforts as a member of the executive council, especially in operational excellence and merger and acquisition activities. –  Led numerous corporate merger and acquisition and integration efforts including ACTI, NSS Romania, and Medsofts Egypt. –  Demonstrated commitment to excellence in safety with the Ag Services business unit having the lowest ever lost workday injuries in the history of the company.
Long-Term Incentives1		•   Mr. Taets’s LTI award granted in February 2015 was between the “challenge” and “premium” levels primarily based on the company’s relative TSR performance from January 1, 2012–December 31, 2014 and overall financial performance in the same period. •   The award value of Mr. Taets’s FY2014 LTI, awarded in February 2015, was $1,480,001. •   Mr. Taets’s base level LTI award for FY2015 was increased from $1,350,000 to $1,500,000. •   Mr. Taets’s LTI award for FY2015 was awarded at the base award level primarily attributed to the company’s relative TSR performance from January 1, 2013–December 31, 2015, and awarded in February 2016. •   Mr. Taets received an additional equity award of restricted stock units in October 2015 with an award value of $600,000 based on market competitiveness and performance.

1 – The FY2014 LTI awards granted in February 2015 appear in the Grants of Plan-Based Awards Table (GPBAT) and are reflected in the Summary Compensation Table (SCT) information for FY2015 because the SEC requires companies to report equity-based LTI awards for the fiscal year during which they were granted, even if they are based on performance during earlier fiscal years. As discussed earlier, the award value of an LTI award, which is the dollar value of the award as approved by the Compensation/Succession Committee, differs from the grant date fair value of the award as reflected in the SCT and GPBAT.

ADM Proxy Statement 2016		31

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COMPENSATION DISCUSSION AND ANALYSIS

BASE SALARY

How are Base Salaries Determined?

BaseThe Compensation/Succession Committee establishes base salaries are established based on an NEO’s position, skills, performance, experience, tenure and responsibilities. CompetitivenessThe Committee annually assesses the competitiveness of base salary levels is assessed annually relative to salaries within the marketplace for similar executive positions. Increases may be considered for variousThe Committee also considers factors such as individual performance, changes in responsibilities, and/or changes in competitive marketplace levels. Our company’s historical emphasis on base salaries and its more recent emphasis on increasing the proportion of variable compensation elements have led the Compensation/Succession Committee to hold base salaries steady over the four fiscal years ended June 2012 for the CEO and NEOs, except with respect to certain promotions and role changes.

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What Were the Base Salary Increases for Named Executives?ANNUAL CASH INCENTIVES

Based on FY2012 performance, the Compensation/Succession Committee determined to increase base salaries in September 2012 for the COO (5%), CFO (3.3%) and President Global Oilseeds (3.3%). For FY2012.5 performance the Compensation/Succession Committee determined to hold base salaries of the NEOs steady, with exception of the President Global Oilseeds who received a 2.0% increase, in order to recognize his individual and business performance.

Annual Cash Incentives

How Do We Calculate Annual Cash Incentives?

In 2012, we made the decision to transition to a calendar fiscal year. As part of this transition, we implemented a six-month financial and compensation period (FY2012.5). As such, July 1, 2012 through December 31, 2012 reflects a partial year. Compensation opportunity levels and related performance goals were established for this six-month period.

Beginning with the six-month transition period ended December 31, 2012, we adopted a newOur annual incentive program. The program is a significant shift from our priorplan design remained unchanged for FY2015. Under this program design, in that it is a simple profit-sharing design. Noexecutives cannot earn awards can be earned if we do not achieve a threshold level of Adjusted EBITDA, which providesat least equal to the amount of the company’s dividend payments on a pretax basis and pretax interest expenses for the payment of dividends and after-tax interest expenses. Onceyear. Under our annual cash incentive program, once the threshold level of Adjusted EBITDA iswas earned, 1.1%1.5% of Adjusted EBITDAabove that level will be usedwas allocated to fund the annual incentive pool. This value willwas then be adjustedsubject to adjustment based on Adjusted ROIC performance; if ourthe company’s Adjusted ROIC iswas more than 2%200 basis points below ourthe company’s weighted average cost of capital, the pool willwas to be reduced by 10%, and if it iswas more than 2%200 basis points above ourthe company’s weighted average cost of capital, the pool willwas to be increased by 10%. Board of Directors’directors’ discretion is no longer imbeddedembedded in the formula. The individual performance factor for NEOs continues to be 0.80 to 1.20, , and is assessed by the Compensation/Succession Committee incorporating elements such as safety, compliance with The ADM Way,law, regulation and company policies, and other individual and group factors.factors, including company financial performance, and performance towards the company’s business strategy and objectives. Beginning in 2016, NEO annual cash incentives will be based on 75% company performance and 25% individual performance rather than 100% company performance with an individual performance factor. This change is being made to align NEO annual incentive design with the rest of the organization.

Annual cash incentives are determined by the degree to which company financial performance expectations are achieved and the Compensation/Succession Committee’s independent assessment of ourthe company’s performance. This outcome may then be adjusted within a range of -20% to +20% based on the Compensation/Succession Committee’s assessment of individual and group performance. The formula used to calculate an annual cash incentive payout for NEOs can be expressed as follows:

1 —– Total Challenge Award Level is defined as full bonus payments at target.

2 – For illustrative purposes, a 1.151.0 individual multiplier is used. Individual multipliers vary by NEO by +/- 20% based on the Compensation/Succession Committee’s assessment of individual performance and contribution to ourthe company’s success.

How is the Individual Performance Multiplier Determined?

For FY2012.5,FY2015, based on business results and the economic environment, the Compensation/Succession Committee elected to award the CEO, COO and CFO the sameChairman a 1.0 individual multiplier, of 1.15 in recognition of their collective efforts as an executive management teamthe CEO a 0.95 individual multiplier, and their contribution to achieving significant financial results for FY2012.5 and planning for future strategic initiatives to grow stockholder value.the CFO a 1.1 individual multiplier. The Compensation/Succession Committee incorporated its and the full Board’sboard’s assessment of ourthe Chairman’s and CEO’s performance and our full company performance when approving Ms. Woertz’s and Mr. Luciano’s individual multiplier.multipliers. Mr. Jansen’s individual multiplier of 2.0 reflects his contributions to the performance of the global oilseeds business unit. Mr. SmithYoung received an individual multiplier of 1.1 in recognition of his performance against individual and company goals, particularly his leadership in financial management. Mr. Findlay and Mr. Taets received individual multipliers of 1.0 dueand 0.95, respectively, in recognition of their performance against individual and company goals. The Committee exercised negative discretion when determining Mr. Luciano and Mr. Taets awards based on lower than expected business results for the year in a challenging operating and economic environment.

In addition to his retirementthe individual achievements listed for each executive above, other considerations included the company’s progress towards operational excellence and efficiency initiatives, as well as advancement of the company’s geographic diversification strategy with key acquisitions and joint ventures in FY2012.5.Egypt, Europe and China.

COMPENSATION DISCUSSION AND ANALYSIS

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What is the Resulting Annual Cash Incentive for Each NEO?

The purpose of the annual cash incentive program is to reward performance based on the achievement of company, business and individual objectives. At the start of each fiscal year, the Compensation/Succession Committee approves minimum, target, and maximum annual cash incentive levels for each NEO. Target annual cash incentive levels are expressed as a percentage of salary. Based on company and individual performance, annual cash incentive payouts can range between 0% and 240% of the target annual cash incentive. Based on the determination of the company and individual performance factors as described above, each NEO received an annual cash incentive for FY2012.5FY2015, payable in 2016, equal to 75.0%71.6% of his or her target annual cash incentive, which was then adjusted by each NEOsNEO’s individual multiplier and prorated to reflect the six-month transition period.multiplier.

Equity-Based Long-Term Incentives

OurThe company’s long-term incentive program (“LTI Program”) aligns the interests of executives with those of stockholders by rewarding the achievement of long-term stockholder value, supporting stock ownership, and encouraging long-term service with the company. In the following sections, we discuss the process for determining equity grants delivered under ourthe company’s LTI Program.

In terms of grant size and grant form, ourthe company’s LTI awards are determined based upon the Compensation/Succession Committee’s assessment of performance during the prior three fiscal years. For example, equity grants made in early FY2012.5 (August 2012)February, 2015 reflected the Compensation/Succession Committee’s assessment of FY2010-FY2012 performance.performance from January 1, 2012 through December 31, 2014. This concept of making grants based on the assessment of prior performance is similar in approach to ourthe company’s annual cash incentive plan. As such, ourthe company’s equity-based long-term incentive grants are performance based.performance-based. The Compensation/Succession Committee’s assessment of performance considers the company’s TSR performance relative to the S&P 100 Industrials as well as multiple other performance factors as well asand economic conditions, and is not strictly formulaic. Our equity grants reflect a historical three-year performance comparison. The August 2012February 2015 grants appear in the Grants of Plan-Based Awards table and are reflected in the Summary Compensation Table information for FY2012.5FY2015 because the SEC requires companies to report equity-based LTI awards for the fiscal year during which they were granted, even if they are based on performance during earlier fiscal years.

How Did We Determine LTI Awards Granted in August 2012?

For the awards granted in August 2012, we reduced the maximum LTI opportunity for all executives and eliminated “target” award levels. We made this change to: clarify the emphasis on three-year TSR as the key determinant of grant sizes, acknowledge that the performance against TSR would likely never require grants at the existing maximum opportunity levels, and reduce the overall impact that discretion may have on equity award values.

At the start of FY2012,the fiscal year, the Compensation/Succession Committee established for each NEO, base, challenge and premium LTI grant values were established for each NEO.award values. Under this structure, NEOs earn competitive grants are only provided if ourthe company’s relative TSR is at or above median of the applicable market comparisons reviewed by the Compensation/Succession Committee. The Compensation/Succession Committee may grant “base” awards to maintain the appropriate alignment between management and stockholders through the opportunity to realize future equity value and to provide for necessary retention of ourthe company’s key executive talent.

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Challenge awards are intended to result in competitive total direct compensation levels when combined with base salaries and annual target cash incentives. For the August 2012 awards, the Compensation/Succession Committee determined that the NEOs would receive a “base award.” These awards primarily reflect our three-year TSR, compared to the S&P 100 Industrials, but theThe Compensation/Succession Committee also considers ourthe company’s one-year, three-year and five-year relative TSR compared to the S&P 100 Industrials, our custom comparator group and the peer group identified by Institutional Shareholder Services Inc.Industrials.

How Did We Determine LTI Awards Granted in its review of our FY2012 executive compensation programs, as well as our challenges in delivering against our operating and financial goals and management’s significant work in FY2012 to better position our companyFebruary 2015? (Reflecting 2012-2014 Performance)

LTI awards for future growth. The Compensation/Succession Committee also considers the awards to provide a strong alignment with stockholders, particularly the portion (50%)FY2014 were granted in stock options which have no value to the executive if stockholder value is not created, and the portion (50%) granted in restricted stock units (RSUs) to provide for the necessary retention of key talent.

Equity Grants Made in August 2012 (Reflecting FY2010-FY2012 Performance)

The LTI Program allows executives an opportunity to earn long-term incentive grants that reward differing levels of performance and, if earned at maximum performance, could result in top quartile pay of total direct compensation. The Compensation/Succession Committee utilizes its discretion and informed judgment to assess the prior three years of absolute and relative performance in determining if any awards should be provided above or belowbetween the challenge and premium level and awarded in February 2015. In determining the award level. A formulaic approach was not utilized due to the challenges of setting business objectives and aligning compensation with performance in an industry where results are highly-impacted by external factors, such as weather, crop disease, government programs, and other factors beyond management’s control. As a result,level, the Compensation/Succession Committee has determined that a rigorousreviewed the company’s strong three-year TSR performance of 94.4%, which was at the 61^st percentile versus the S&P 100 Industrials, adjusted ROIC performance as compared to the prior year, portfolio management and strategic plan accomplishments. Based on its review, of a wide range of absolute and relative performance measures is appropriate to make an informed decision. For awards made in August 2012, the Compensation/Succession Committee used itsexercised negative discretion and informed judgment in decidingapproved awards at a level below the premium award equal to grant a base45% of the difference between the challenge and premium award amounts to each NEO then employed by the Company.align payouts with

COMPENSATION DISCUSSION AND ANALYSIS

our TSR performance. The Compensation/Succession Committee retains the discretion to make equity grants in any form or percentage mix it deems appropriate. Generally, the Compensation/Succession Committee has provided equity grants that are delivered 50% in stock options and 50% in RSUs, based on the fair markettotal award value on the date of grant, which was the mix used for the August 2011 awards. The grants made in August 2012 were also delivered 50% in stock options and 50% in restricted stock units.units to support our objectives of aligning with stockholders while providing a strong retention device for our executives.