Archer-Daniels-Midland Appoints Syngenta Chief Jeffrey Rowe as Executive Vice President and Chief Operating Officer

Executive Leadership Transition and Professional Background

Jeffrey Rowe, age 53, will assume his new responsibilities at Archer-Daniels-Midland on August 17, 2026, following his departure from Syngenta Group effective August 1, 2026. Rowe has served as Chief Executive Officer of Syngenta Group since January 2024, overseeing operations at one of the world's leading global crop protection and seeds companies. His tenure at Syngenta reflects substantial exposure to the agricultural innovation and input sectors that intersect with ADM's business activities.

Prior to his role as Syngenta Group CEO, Rowe held the position of President of Syngenta Crop Protection from July 2022 to December 2023 and served as President of Syngenta Seeds from September 2016 to June 2022. His earlier career included a position as Vice President, Strategic Services and Planning at DuPont Pioneer, where he served on the company's leadership team from July 2015 to September 2016. This progression demonstrates deep experience in agricultural product development, market strategy, and organizational leadership within the seed and crop protection industries.

Compensation Structure and Base Salary Arrangement

Under the terms of his written offer letter dated July 17, 2026, Rowe will receive an initial annual base salary of $1,200,000 in his new position as Executive Vice President and Chief Operating Officer. The compensation package reflects competitive market positioning for a senior operational role within a diversified agricultural commodities and nutrition company. Base salary represents the foundational component of his total compensation structure, with additional elements tied to performance and equity participation.

The offer letter establishes participation in ADM's annual cash incentive plan with a target of 175 percent of annual base salary. For 2026, this incentive will be provided on a pro rata basis and calculated based on the higher of target-level 2026 company and individual performance metrics or actual 2026 performance results, with payment scheduled for the first quarter of 2027. Should Rowe be terminated without "Cause," as defined in ADM's 2020 Incentive Compensation Plan, the company will pay his pro rata 2026 cash bonus based on target performance levels within 30 days of termination.

Annual and Initial Equity Award Grants

Rowe's compensation package includes an annual target equity award opportunity of $12,500,000, reflecting ADM's standard executive equity participation framework. His initial 2026 equity award carries a grant date value of $11,100,000, composed of 60 percent performance stock units and 40 percent restricted stock units. The performance stock units will follow the same terms and conditions as ADM's annual 2026 awards for other executive officers, aligning his equity interests with broader senior management incentive structures. The restricted stock units will vest one-third each year over a three-year period on each grant date anniversary.

This equity structure combines performance-based and time-based vesting mechanisms, linking a substantial portion of Rowe's long-term compensation to company performance metrics while ensuring retention through multi-year vesting schedules. The allocation between PSUs and RSUs reflects ADM's approach to balancing accountability for operational results with stable, predictable incentive alignment for newly appointed senior leaders transitioning into the organization.

Make-Whole Compensation and Forfeited Awards Replacement

The offer letter includes one-time make-whole awards designed to replace cash incentives and equity awards that Rowe will forfeit from Syngenta Group, which were scheduled to vest by the end of 2027. These awards acknowledge the financial impact of Rowe's transition and ensure continuity of compensation expectations across his career change. The make-whole component includes a cash bonus of $2,200,000, payable in January 2027, provided Rowe remains employed by ADM or his employment is terminated without Cause or by Rowe for "Good Reason," both as defined in ADM's 2020 Incentive Compensation Plan.

In addition to the cash make-whole, Rowe will receive equity awards in the form of restricted stock units with a grant date value of $16,690,000. These RSUs will vest according to an accelerated schedule: 40 percent at five months from the grant date and 60 percent at 17 months from the grant date. Vesting remains contingent on Rowe's continued employment on the applicable vesting dates. However, should Rowe's employment be terminated without Cause or should he terminate his employment for Good Reason within the 17-month period, any unvested RSUs will accelerate and vest immediately, providing additional income security during the critical transition period.

Relocation Support and Employee Benefit Participation

ADM's offer letter provides relocation benefits to Rowe under the company's standard relocation policy, facilitating his transition from his current location to ADM's principal executive offices located at 77 West Wacker Drive, Suite 4600, Chicago, Illinois. Relocation support typically encompasses assistance with moving expenses, temporary housing, and other transition-related costs, though the disclosure does not specify the exact scope or dollar amount of these benefits. This provision recognizes the geographic dimensions of executive recruitment and the logistical requirements of staffing leadership positions.

Rowe will participate in all employee benefit plans and programs available to ADM employees, including executive-level plans, programs, and severance guidelines, to the extent he meets the eligibility requirements for each. This language establishes his access to health insurance, retirement plans, and other standard corporate benefits offered to the broader workforce while confirming his inclusion in executive-specific programs designed for senior management. The offer letter does not disclose specific details regarding the scope, value, or terms of these benefit arrangements beyond confirming his eligibility upon meeting applicable conditions.

Governance and Conflict of Interest Confirmations

The disclosure confirms that no arrangements or understandings exist between Rowe and any other persons pursuant to which Rowe was selected as an officer of ADM. This statement addresses potential conflicts of interest or improper influence in the appointment process and confirms the integrity of the hiring decision. Additionally, the filing states that Rowe has no family relationships with any of ADM's directors or executive officers, eliminating nepotism or familial conflict concerns that might arise in corporate governance contexts.

Rowe is not a party to and does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended. This representation extends the conflict-of-interest framework to encompass potential related-party transactions, ensuring that Rowe's appointment does not create previously undisclosed relationships or financial arrangements between him and ADM or its management. These confirmations align with standard corporate governance practices and Securities and Exchange Commission disclosure requirements for senior officer appointments.

Business Context and Operational Significance

Archer-Daniels-Midland Company operates as a diversified global agribusiness and food ingredient processor, with business segments spanning grain origination and handling, oilseed processing, corn processing, agricultural services, nutrition, and energy generation. The company sources, processes, and distributes agricultural commodities and ingredient products globally, serving customers in food production, animal nutrition, industrial applications, and bioenergy sectors. ADM's operational footprint encompasses grain elevators, processing facilities, research operations, and distribution networks across North America, South America, Europe, and Asia-Pacific regions.

The appointment of Rowe as Chief Operating Officer reflects ADM's strategic investment in operational leadership, particularly given his extensive background in crop protection and agricultural seed sectors. His experience at Syngenta—a leading global agribusiness company specializing in crop protection, seeds, and related agricultural inputs—positions him to bring cross-industry perspectives on agricultural supply chains, farmer relationships, and innovation management. The timing of this appointment during a period of evolving agricultural markets, sustainability pressures, and technological change suggests ADM's intent to strengthen organizational capabilities in areas adjacent to its core commodity processing and ingredient businesses.

Officer Selection Process and Independent Confirmation

The announcement occurred on July 20, 2026, with an effective date of August 17, 2026, allowing for a transition period and formal notification to stakeholders. ADM issued a press release on the same date announcing Rowe's appointment, which was furnished as Exhibit 99.1 to the current report disclosure. The company's formal announcement through press release followed standard corporate communications practices, ensuring broad disclosure of the executive appointment to investors, employees, and market participants simultaneously.

The offer letter, dated July 17, 2026, was filed as Exhibit 10.1 and incorporated by reference into the current report. This exhibit provides the complete contractual terms governing Rowe's compensation, benefits, and employment conditions, and is available to investors for detailed review. The inclusion of the full offer letter as an exhibit ensures transparency regarding material terms and conditions applicable to this senior officer appointment, consistent with Securities and Exchange Commission disclosure standards for executive compensation arrangements.

Future Operational Leadership and Strategic Implications

Rowe's appointment as Executive Vice President and Chief Operating Officer establishes him as a key member of ADM's senior operating team, responsible for day-to-day operational management, execution of strategic initiatives, and coordination across business segments. As COO, he will likely oversee functions such as supply chain management, facility operations, safety and compliance, and organizational effectiveness. His appointment signals continuity in ADM's operational leadership structure while bringing external perspective from the crop protection and seed industries to inform strategy and decision-making.

The disclosure does not specify particular operational priorities, strategic initiatives, or areas of focus that will be assigned to Rowe in his new role, nor does it forecast performance expectations or operational targets. Investors and analysts will likely monitor ADM's future earnings calls, investor presentations, and quarterly filings for management commentary regarding Rowe's contributions to operational performance, cost management, supply chain optimization, or other strategic objectives. The company's next earnings announcement or investor update may provide additional context regarding management's expectations for Rowe's impact on ADM's operational metrics and financial performance.

Compensation Framework and Market Positioning

The total compensation package disclosed in the offer letter reflects significant investment in attracting and retaining experienced operational leadership. The combination of $1,200,000 base salary, 175 percent target annual incentive on base salary (equaling potential $2,100,000 in annual cash bonus), $12,500,000 annual target equity opportunity, plus $11,100,000 initial equity grant and $18,890,000 in make-whole awards demonstrates ADM's competitive positioning in the executive talent market. Over the initial years of employment, Rowe's total compensation opportunity exceeds $50,000,000 when annualized base and incentive elements are combined with equity awards, reflecting the company's valuation of the COO role.

The make-whole award structure specifically acknowledges that Rowe is forfeiting substantial compensation from his prior employer—Syngenta Group—by accepting the ADM position. The $2,200,000 cash bonus and $16,690,000 in accelerated RSUs totaling approximately $18,890,000 in replacement awards demonstrate ADM's recognition of the financial costs associated with executive transition. This approach is consistent with competitive executive recruitment practices in large multinational corporations seeking to attract senior talent from established industry competitors. The vesting schedules for make-whole awards, with acceleration provisions for termination without Cause or for Good Reason, provide Rowe with income security and downside protection during the transition period.