Vikram Luthar Placed on Administrative Leave
ADM (NYSE: ADM) today 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 today’s 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.
About ADM
ADM unlocks the power of nature to enrich the quality of life.
We’re a premier global human and animal nutrition company,
delivering solutions today with an eye to the future. We’re blazing
new trails in health and well-being as our scientists develop
groundbreaking products to support healthier living. We’re a
cutting-edge innovator leading the way to a new future of
plant-based consumer and industrial solutions to replace
petroleum-based products. We’re an unmatched agricultural supply
chain manager and processor, providing food security by connecting
local needs with global capabilities. And we’re a leader in
sustainability, scaling across entire value chains to help
decarbonize our industry and safeguard our planet. From the seed of
the idea to the outcome of the solution, we give customers an edge
in solving the nutritional and sustainability challenges of today
and tomorrow. Learn more at www.adm.com.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties. All statements,
other than statements of historical fact included in this
announcement, are forward-looking statements. You can identify
forward-looking statements by the fact that they do not relate
strictly to historical or current facts. These statements may
include words such as “anticipate,” “estimate,” “expect,”
“project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,”
“should,” “can have,” “likely,” and other words and terms of
similar meaning in connection with any discussion of the timing or
nature of future operating or financial performance or other
events. For example, all statements we make relating to the Audit
Committee investigation or the SEC investigation, their scope and
results; ADM’s or its segments’ outlook or targets; and the
availability and announcement of fourth quarter 2023 results are
forward-looking statements. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially from those that we expected. These
forward-looking statements are not guarantees of future performance
and involve risks, assumptions and uncertainties. These risks
include the timing and completion of the Audit Committee
investigation and the SEC investigation and any results thereof;
changes to ADM’s expected fourth quarter 2023 results; failure to
report 2023 results and file required reports with the Securities
and Exchange Commission on a timely basis; the impact of this
announcement on the price of our common stock and our relationships
with investors, employees, suppliers and other parties; and other
risks, assumptions and uncertainties are described in Item 1A (Risk
Factors) of the Company’s most recent Annual Report on Form 10-K
and in other documents that the Company files or furnishes with the
Securities and Exchange Commission. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially
from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date they are made. Except to the extent required by law,
ADM does not undertake, and expressly disclaims, any duty or
obligation to update publicly any forward-looking statement after
the date of this announcement, whether as a result of new
information, future events, changes in assumptions or
otherwise.
Source: Corporate Release
Source: ADM
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240121376998/en/
Brett Lutz media@adm.com 312-634-8484 Meaghan Repko / Carly King
Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
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