Archer Daniels Midland Company (ADM) has appointed Ismael Roig as interim chief financial officer following the decision of the ADM board of directors to place Vikram Luthar, chief financial officer and senior vice president, on administrative leave, effective immediately. This move comes in light of an ongoing investigation into certain accounting practices and procedures within ADM's Nutrition reporting segment, including intersegment transactions.
Ismael Roig, a seasoned executive with extensive experience in global operational and financial leadership roles at ADM since 2004, steps into the Interim CFO role. Roig's familiarity with ADM's business positions him well to lead the finance organization during this critical period, said ADM.
The decision to place Vikram Luthar on administrative leave is pending the outcome of the investigation conducted by outside counsel for ADM and the board’s Audit Committee. The investigation was initiated in response to a voluntary document request by the U.S. Securities and Exchange Commission (SEC), and ADM is actively cooperating with the SEC in this matter. Luther was appointed CFO in April 2022.
“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.”
Juan Luciano, ADM's chair of the board and CEO, expressed confidence in Ismael Roig's capabilities.
"We are fortunate to have a leader of Ismael’s caliber step into the chief financial officer role on an interim basis," said Luciano. "Having served in various leadership positions at ADM over the past 20 years, as a member of the executive council for 10 years, and with his global financial and operating experience, Ismael is the right choice to lead the finance organization."
In response to his appointment, Roig said he looks forward to working closely with the management team and board, including the Audit Committee, to resolve this matter and continue to drive value for stockholders and customers.
ADM, with oversight from the Audit Committee, is actively working with its advisors to expedite the investigation. Further announcements regarding this matter will be made by ADM when the board of directors approves any course of action requiring additional disclosure.
In light of these developments, ADM expects to delay its earnings release and conference call related 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. The company will provide an update on the timing of these events as soon as practicable.
Additionally, ADM has updated its outlook for the fiscal year ended December 31, 2023, now expecting to deliver above $6.90 in adjusted earnings per share, subject to completion of annual close processes and internal controls. However, due to the ongoing investigation, ADM withdraws all forward-looking outlook for the Nutrition reporting segment.
Legal counsel for ADM is provided by Kirkland & Ellis LLP, while Wachtell, Lipton, Rosen & Katz serves as legal counsel to the Audit Committee of the board of directors in connection with the ongoing investigation.