ADM appoints Ismael Roig Interim Chief Financial Officer

Date:01-23-2024

ADM (NYSE: ADM) announced the appointment of Ismael Roig as Interim Chief Financial Officer. Mr. Roig is a skilled executive deeply familiar with ADM’s business, having served in a variety of global operational and financial leadership roles since joining the Company in 2004. The appointment follows the decision of the ADM Board of Directors to place Vikram Luthar, Chief Financial Officer and Senior Vice President, on administrative leave, effective immediately.

Mr. Luthar’s leave is pending an ongoing investigation being conducted by outside counsel for ADM and the Board’s Audit Committee regarding certain accounting practices and procedures with respect to ADM’s Nutrition reporting segment, including as related to certain intersegment transactions. ADM’s investigation was initiated in response to its receipt of a voluntary document request by the U.S. Securities and Exchange Commission (SEC). ADM is cooperating with the SEC.

″The Board takes these matters very seriously,″ said Terry Crews, Lead Director. ″Pending the outcome of the investigation, the Board determined that it was advisable to place Mr. Luthar on administrative leave. The Board will continue to work in close coordination with ADM’s advisors to identify the best path forward and ensure ADM’s processes align with financial governance best practices.″

Chair of the Board and CEO Juan Luciano said, ″We are fortunate to have a leader of Ismael’s caliber step into the Chief Financial Officer role on an interim basis. Having served in various leadership positions at ADM over the past 20 years, as a member of the Executive Council for ten years, and with his global financial and operating experience, Ismael is the right choice to lead the Finance organization. We appreciate Ismael’s willingness to take on the Interim CFO role at this juncture.″

Mr. Roig added, ″I look forward to working closely with the management team and Board, including the Audit Committee, as we resolve this matter and continue to drive value for our stockholders and customers.″

ADM with the Audit Committee’s oversight is working with its advisors to complete the investigation expeditiously. ADM will make further announcements regarding this matter when the Board of Directors approves any course of action for which further disclosure is appropriate.

Fourth Quarter 2023 Conference Call Update

In connection with this announcement, ADM expects to delay its earnings release and conference call relating to fourth quarter and full year 2023 financial results, as well as the filing of its Annual Report on Form 10-K for the year ended December 31, 2023, from its historical schedule. ADM will provide an update on the timing of its earnings release and Form 10-K filing as soon as practicable.

Update on 2023 Outlook

ADM now expects to deliver above $6.90 in adjusted earnings per share for the fiscal year ended December 31, 2023, subject to completion of annual close processes and related internal controls. The Company also expects to report fourth quarter and full year 2023 operating profit for its AS&O and Carbohydrate Solutions reporting segments in line with previous indications provided on the October 24, 2023 third quarter 2023 earnings call. Due to the ongoing investigation, ADM withdraws all of its forward-looking outlook for the Nutrition reporting segment.¹

Advisors

Kirkland & Ellis LLP is acting as legal counsel to ADM. Wachtell, Lipton, Rosen & Katz is providing legal counsel to the Audit Committee of the Board of Directors in connection with the ongoing investigation.

About Ismael Roig

Ismael Roig most recently served both as President of EMEA at ADM, where he had oversight of all of ADM’s business activities in EMEA, and as President of Animal Nutrition, a position he was appointed to in late 2022. His previous roles include serving as President of Carbohydrates Solutions International and establishing Global BioSolutions. He also served as SVP, Chief Strategy Officer and Chief Sustainability Officer, President, Asia Pacific. Prior to joining ADM, he spent 11 years with General Motors Corporation in various treasury, finance and controller positions in New York, Singapore, Brussels and Sao Paulo.

Mr. Roig holds a bachelor’s degree from the University of Reading, UK, a master’s degree in industrial engineering from the Cranfield Institute of Technology, UK, an MBA from the Darden School of Business at the University of Virginia, as well as a Chartered Financial Analyst credential.

¹ Forecasted GAAP Earnings Reconciliation: ADM is not presenting forecasted GAAP earnings per diluted share or a quantitative reconciliation to forecasted adjusted earnings per diluted share in reliance on the unreasonable efforts exemption provided under Item 10(e)(1)(i)(B) of Regulation S-K. ADM is unable to predict with reasonable certainty and without unreasonable effort the impact of any impairment and timing of restructuring-related and other charges, along with acquisition-related expenses and the outcome of certain regulatory, legal and tax matters. The financial impact of these items is uncertain and is dependent on various factors, including timing, and could be material to our Consolidated Statements of Earnings.