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Archer-Daniels-Midland Co. has agreed to pay $40 million to resolve U.S. Securities and Exchange Commission allegations that the agribusiness giant and several former executives misled investors through accounting and disclosure violations, federal regulators announced Tuesday.

The settlement draws a line under years of scrutiny — but not for everyone.

Former CFO Breaks From Settlement Path

The SEC on Tuesday separately filed suit against Vikram Luthar, ADM’s former chief financial officer, who declined to settle and now faces litigation in Illinois federal court.

According to the complaint, Luthar and other executives inflated the reported performance of ADM’s nutrition business, presenting it to investors as a growth engine while quietly reshuffling profits behind the scenes.

Regulators allege the adjustments were designed to make the nutrition segment appear stronger than it actually was — particularly when the unit struggled to meet ambitious targets.

How the Numbers Were Moved

The SEC said Luthar directed a pattern of “improper, post hoc” adjustments that shifted operating profit from other ADM business segments into Nutrition.

Before becoming companywide CFO, Luthar served as CFO of the nutrition segment, a role the SEC says placed him at the center of the alleged scheme.

According to the complaint, the profit shifts were used to ensure Nutrition appeared to meet annual performance goals publicly highlighted to investors.

“When financial pressure mounted,” regulators said, other ADM units were effectively treated as a piggybank to shore up Nutrition’s results.

Executives, Incentives and Investor Messaging

ADM and its leadership routinely described the nutrition segment as the company’s future growth driver, telling investors that operating profit was expected to grow between 15% and 20% annually, the SEC said.

At the same time, executive compensation was tied to achieving those growth benchmarks. Regulators allege it was widely understood that executives were expected to help Nutrition hit its numbers — even if it meant disadvantaging other segments.

Despite that, ADM assured investors that inter-segment transactions were conducted fairly, without special treatment or backroom deals, and that internal policies mirrored those commitments.

The SEC says those assurances were false.

Settlements and Penalties Detailed

ADM, former President Vince Macciocchi, and former CFO Ray Young agreed to a cease-and-desist order without admitting wrongdoing.

Under the settlement:

• ADM will pay a $40 million civil penalty

• Macciocchi will pay $404,343 in disgorgement and interest plus a $125,000 civil penalty

• Young will pay $575,610 in disgorgement and interest plus a $75,000 civil penalty

Macciocchi also accepted a three-year ban from serving as an officer or director of a public company.

Luthar Case Moves Forward

The SEC alleges Luthar violated federal securities anti-fraud provisions, aided and abetted reporting and internal controls violations, and failed to reimburse ADM for certain executive compensation.

The agency is seeking civil penalties, disgorgement with interest, reimbursement of pay, and an officer-and-director ban.

Regulators say ADM’s periodic filings were materially false and misleading — and that Luthar personally benefitted from the alleged misconduct.

ADM: Errors Corrected, Controls Strengthened

ADM said it cooperated fully with the SEC, commissioning an internal investigation led by outside counsel under the oversight of its audit committee and voluntarily reporting findings to regulators.

The company said it corrected prior-period errors in March 2024, and later restated its 2023 Form 10-K and 2024 first- and second-quarter 10-Qs to address segment-reporting errors.

ADM emphasized the issues did not affect consolidated earnings, balance sheets, or cash flows, and said it has since made significant changes to its financial leadership team and internal controls.

Defense Pushes Back Hard

Luthar’s attorney, Junaid A. Zubairi, called the SEC’s allegations “meritless,” arguing the complaint ignores exculpatory facts and mischaracterizes long-standing company practices.

He said an internal investigation found no improper conduct by Luthar and described the transactions as transparent, approved, and carried out in good faith.

“Mr. Luthar adamantly denies the allegations,” Zubairi said, adding that his client rejected settlement and intends to clear his name in court.

SEC: Transparency Is Non-Negotiable

Margaret A. Ryan, director of the SEC’s Division of Enforcement, said transparent disclosure is essential to market integrity and credited ADM for its cooperation and remedial efforts.

ADM President Juan Luciano said the company is ready to move forward.

“These past years reinforced what matters most — strengthening our controls, accuracy and integrity,” Luciano said.

Legal Representation

The SEC is represented by Timothy Leiman, Timothy J. Stockwell, Ashley E. Dalmau Holmes, and Arefa Patel.

ADM is represented by Stephanie Avakian of WilmerHale.
Luthar is represented by Junaid A. Zubairi of Vedder Price.
Macciocchi is represented by Brian A. Jacobs of Morvillo Abramowitz Grand Iason & Anello PC.
Young is represented by Pravin Rao of Perkins Coie LLP.

Counsel for Macciocchi declined to comment, and counsel for Young did not immediately respond.