PRE 14A 1 bg-12312021xpre14a.htm PRE 14A Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K, including under Item 1A. Risk Factors. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.



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Bunge Limited
1391 Timberlake Manor Parkway
St. Louis, Missouri 63017
U.S.A.

March [•], 2022

Dear Shareholder:
It was a remarkable year for Bunge in 2021. Against the backdrop of dynamic markets and the ongoing pandemic, our team once again rose to the challenge and built upon last year’s record earnings. Bunge leveraged our unique oilseeds platform and critical position in the global food chain to connect farmers with end-customers around the world, collaborating to find solutions to the challenges they faced.
During the year, we added two directors to our Board, who bring valuable skills and experience to our team. Our highly engaged, diverse and independent Board is committed to stakeholder engagement, and we maintain a robust outreach program that allows us to gain valuable insights into the issues that matter most to our stakeholders. For instance, in 2021 we implemented additional changes to our incentive programs, adding ESG performance metrics, further strengthening the pay-for-performance principles underpinning our executive compensation program. We also made changes to our Corporate Governance Principles, enhancing our board membership criteria to include a diversity policy and to provide more clarity into our director selection and recruitment process. The updated Principles and charters can be found on our website. Additionally, the Board is acting on the shareholder recommendation to eliminate supermajority voting provisions of our Bye-laws, and we are asking shareholders to adopt a proposal to amend our Bye-laws accordingly.
It was a watershed year for accomplishments in sustainability in our operations and across our value chains. This critical focus area is at the heart of what we do. The Board’s Sustainability and Corporate Responsibility Committee, which oversees the development of relevant sustainability policies, strategies and programs, worked closely with management to advance a range of initiatives.
Notably, in 2021, we announced Science-Based Targets with an aim to achieve absolute reductions in carbon emissions for our own operations and in our supply chains. We refinanced our sustainability-linked revolving credit facility, which was enhanced to include the same Science-Based Targets. We continued making significant strides toward our commitment to achieve deforestation-free supply chains in 2025, and we advanced our work to support the development of lower carbon intensity feedstocks.
As we look forward into 2022 and beyond, we are excited about the future for our core oilseeds and origination business, as well as the demand growth we see coming from the emerging areas of renewable fuel feedstocks, plant-based lipids and plant-based food proteins. We believe Bunge is well-positioned to capture the growth opportunities ahead of us as we remain focused on creating long-term shareholder value.
On behalf of the Board of Directors and all the employees of Bunge, thank you for your support and investment in Bunge.
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Kathleen Hyle
Chair of the Board of Directors


PRELIMINARY COPY - SUBJECT TO COMPLETION
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date and TimeYour vote is very important. Whether or not you plan to access the Annual General Meeting, please promptly vote by mail, internet or telephone so that your shares will be represented at the meeting.
Thursday, May 12, 2022, at 11:00 a.m., Central Time
Place
Bunge Limited's 2022 Annual General Meeting of Shareholders ("Annual General Meeting") will be held virtually online via live webcast at www.virtualshareholdermeeting.com/BG2022.
At the Annual General Meeting, we are asking shareholders to vote on the following:
1Election of the 11 director nominees named in the Proxy Statement4
Approval of amendments to our Bye-laws to eliminate shareholder supermajority approval requirements
2Approval of a non-binding advisory vote on the compensation of our Named Executive Officers5
Shareholder proposal regarding shareholder right to act by written consent, if properly presented at the meeting
3
Appointment of Deloitte & Touche LLP as our independent auditor for fiscal year 2022, and authorization of the Audit Committee of the Board of Directors to determine the independent auditor's fees

If you are a registered holder of our common shares (i.e., you hold your shares through our transfer agent, Computershare), please follow the instructions included in your proxy materials or on your proxy card to access the Annual General Meeting. If your common shares are held through an intermediary (i.e., brokerage firm, bank or other nominee), you should receive a voting instruction form from your brokerage firm, bank or other nominee.

Please read carefully “Information About this Proxy Statement and the Annual General Meeting” beginning on page 78 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting.
Record Date
March 14, 2022
Shareholders as of the Record Date are entitled to notice of, and to vote at, the Annual General Meeting and at any subsequent adjournments or postponements.
We will also present at the Annual General Meeting the consolidated financial statements and independent auditor's report for the fiscal year ended December 31, 2021, copies of which can be found in our 2021 Annual Report that accompanies this notice.
Important Notice of Internet Availability of Proxy Materials for the Annual General Meeting to be held on May 12, 2022: The Proxy Statement and Annual Report on Form 10-K are available at investors.bunge.com/investors/corporate-governance/governance-documents and www.ProxyVote.com.
By Order of the Board of Directors
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March [], 2022
Lisa Ware-Alexander
Vice President, Deputy General Counsel
and Corporate Secretary


TABLE OF CONTENTS
Director Selection and Qualifications
i

Human Resources and Compensation Committee Report
    
ii

PROXY STATEMENT SUMMARY
This summary highlights certain information contained in this proxy statement. As it is only a summary, please review the entire proxy statement before voting.
Annual General Meeting Information
Time and Date:
Thursday, May 12, 2022, at 11:00 a.m., Central Time, with log-in beginning at 10:45 a.m. on May 12, 2022.
Location:The Annual General Meeting will be a virtual meeting conducted exclusively online via live audio webcast, allowing shareholders to participate in the meeting from any location convenient to them. There will not be a physical meeting.
Record Date:
Shareholders of record as of the close of business on March 14, 2022 are entitled to vote.
Voting:
Each outstanding common share is entitled to one vote. You may vote by telephone, internet, mail or by accessing the Annual General Meeting. Please see "Voting" on page 80.
Attendance:
To access the Annual General Meeting, please follow the instructions contained in "Information About the Meeting" on page 79. Shareholders who access the meeting will be allowed to submit questions in our virtual shareholder meeting forum before and during the meeting.

Proposals and Voting Recommendations
A majority of votes cast is required to approve each proposal, unless otherwise indicated.
ProposalBoard's Voting
Recommendation
Page References
(for more detail)
1Election of Directors
P FOR EACH NOMINEE
2Advisory Vote on Named Executive Officer Compensation
P FOR
3
Appointment of Independent Auditor
P FOR
4
Approval of Amendments to our Bye-laws to Eliminate Shareholder Supermajority Approval Requirements (1)
P FOR
5Shareholder Proposal Regarding Shareholder Right to Act by Written Consent
O AGAINST
(1) As further described in Proposal 4 on page 72, the affirmative votes of not less than 66% of all votes attaching to all shares entitling a holder to attend and vote on this proposal are necessary for approval of the proposed Shareholder Supermajority Approval Elimination Amendment.
1

Director Nominees
The Board of Directors has nominated the 11 directors named below for election at the Annual General Meeting and recommends that shareholders vote FOR the election of each director nominee. Each nominee is currently a director of the Company. The following table provides summary information about each nominee, including committee assignments. See "Proposal 1 - Election of Directors" on page 8 for additional information regarding the nominees.
Director SinceOther Public BoardsCommittee Membership
NameAgeIndependent
Audit (1)
HRCC (2)
ERMC (3)
CGNC (4)
SCRC (5)
Sheila Bair
Deputy Chair
6720192Yesll
l(C)
Carol Browner6620130Yesl
l(C)
Paul Fribourg6820183Noll
J. Erik Fyrwald622018
1(6)
Yes
l(C)
l
Gregory Heckman
Chief Executive Officer
5920181No
Bernardo Hees5220191
Yes
lll
Kathleen Hyle
Board Chair
6320121Yesl
Michael Kobori6220210Yesll
Kenneth Simril5620210
Yes
ll
Henry "Jay" Winship5420181
Yes
l(C)
ll
Mark Zenuk5420180
Yes
l
l(C)
l = Member
(1)Audit Committee(4)Corporate Governance and Nominations Committee
(C) = Chair
(2)Human Resources and Compensation Committee(5)Sustainability and Corporate Responsibility Committee
(3)Enterprise Risk Management Committee
(6) Mr. Fyrwald additionally serves as the Chair of the Board of Adama Ltd., which is listed on the Shenzhen Stock Exchange, and Sinofert Holdings Limited, which is listed on the Hong Kong Exchange. Both companies are controlled by Syngenta Group for which he serves as CEO.
Through its ongoing Board refreshment process, the Board strives to achieve the right balance of long-tenured directors, with years of experience and institutional knowledge, and new directors who bring diverse thinking to the boardroom.
Director Nominee Tenure
Director Nominee Independence
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2

Key Skills, Qualifications, Backgrounds and Experience
Our Board possesses a diverse range of relevant and complementary skills, qualifications, backgrounds and experience, including the key qualifications listed in the following director nominee skills matrix. Further details regarding each director’s qualifications, experience and skills are included in each director nominee’s profile in "Proposal 1 - Election of Directors." This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.
Director Nominee Skills
Public Company CEO Experience3
Financial 6
Risk Management9
South America Business Expertise5
China Business Expertise6
Agricultural Industry6
Food Ingredient7
Manufacturing and Logistics9
Government and Public Policy6
Sustainability4
Director Nominee Gender DiversityDirector Nominee Racial / Ethnic Diversity
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3

Corporate Governance Highlights
Our commitment to good corporate governance practices includes the following:
L
Active, Independent Board
Active engagement with stakeholders
Independent, non-executive Board Chair and Deputy Chair
Declassified Board
Nine out of 11 director nominees are independent
Independent Committee Chairs
Executive sessions of independent directors at each meeting
Board and committees have access to independent legal, financial, executive compensation and other advisors
Directors have unlimited access to Company officers and employees
Nine of the director nominees have been added to the Board in the last five years, including two new director nominees that were added in 2021
High rate of board attendance at Board and committee meetings, with average 2021 attendance of approximately 99%
To enhance alignment of director and shareholder interests, a substantial portion of director compensation is paid in equity
G
Corporate Governance
Commitment to Board refreshment; average tenure of our Board is less than four years
Updated our Corporate Governance Principles, enhancing our Board membership criteria to include a diversity policy and robust director succession and refreshment processes
Diverse Board with a broad range of key skills, qualifications, backgrounds and experience; 27% of our directors are female and additionally 27% are ethnically diverse
Requisite director retirement age of 72
In response to shareholder feedback, we are requesting shareholder approval to amend our Bye-laws to eliminate certain supermajority voting requirements
Board commitment to overseeing Environmental, Social and Governance ("ESG") matters, and refreshed committee charters to clarify ESG oversight
Annual Board review of Company strategy
Active risk oversight by full Board and committees
Robust Board and committee self-assessments and director nomination processes
Board takes active role in management succession planning
No Board member serves on an excessive number of outside public boards
mShareholder Rights
Annual election of directors
Long-standing investor outreach program
Holders of 10% or more of our issued and outstanding common shares may call a special meeting of shareholders
Proxy access allows shareholders to nominate directors to the Board
No poison pill
4

2021 Financial and Strategic Highlights
2021 was the strongest performance on record to date against a volatile backdrop including the continued impact of the COVID-19 pandemic and a highly dynamic market. We believe the Bunge team’s execution is evidence that the way we have transformed the business over the last three years is creating the collaborative, global culture that will maximize the value of the Company. We are excited about the additional opportunities we see to continue to grow the Company while we do our part to lower carbon emissions and encourage best practices across the entire supply chain.
Highlights of our operational, strategic and financial achievements in 2021 are provided below:
$12.93
adjusted earnings per share(1)
Highest recorded adjusted Earnings Per Share ("EPS") in Company history
Achieved records in total crush volume, refining performance and port volumes
Agribusiness and Refined and Specialty Oils posted record full-year results
Returned $423M to shareholders through dividends and share repurchases
Financial return metrics continued to significantly exceed respective costs of capital
Announced Science-Based Targets ("SBTs") related to the achievement of an absolute reduction in carbon emissions
Delivered strong cash flow
with full year adjusted funds
from operations(2) of approximately

$2.0B
Closed on refinancing of a credit facility tied to sustainability targets
(1)Adjusted EPS is a non-GAAP financial measure, see Appendix A – Reconciliation of Non-GAAP Financial Measures for reconciliation to the most directly comparable U.S. GAAP measure.
(2)Adjusted funds from operations is a non-GAAP financial measure, see Appendix A - Reconciliation of Non-GAAP Financial Measures for reconciliation to the most directly comparable U.S. GAAP measure.
We also continued our commitment to sustainability, taking actions to reduce our own environmental footprint and collaborating actively with partners, customers and other stakeholders to improve the sustainability of the food production chain. Our approach to sustainability reflects our three goal areas, and includes some of the important achievements below:
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Action on Climate
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Responsible Supply Chains
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Accountability
Announced SBTs for our operations and our supply chainsMade progress on a commitment to end deforestation in our supply chains in 2025Refinanced $1.75B loan linked to five sustainability performance targets
Grew in low-carbon markets like renewable fuels and plant-based foodsInitiated a global human rights and indigenous community rights assessmentLinked incentive compensation to sustainability goals for executives and 5,500+ employees
Enhanced climate-related risks and opportunities managementLaunched Sustainable Partnership Program to increase South America indirect soy supply chain transparencyIncreased scores in ESG disclosure platforms, including MSCI, CDP and Newsweek
5

We view sustainability as a key part of our strategy to maximize long-term shareholder value, as we believe that operating responsibly and providing products that help our customers achieve their sustainability goals provides us opportunities to (1) grow our business, (2) increase customer collaboration and loyalty, (3) attract, retain, and motivate employees, and (4) reduce our impact on the environment.
Executive Compensation Highlights
Our executive compensation philosophy is built upon a strong foundation of linking pay with performance over the long-term and is structured to:
Align the interests of executives with the long-term interests of shareholders. The majority of pay opportunity for our Named Executive Officers ("NEOs") is delivered in the form of performance-based incentives.
CEO Target Total Compensation Mix(1)
Other NEO Target Total Compensation Mix(1)
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(1) Base salary, target annual cash incentive and target value of equity awards at grant.
Drive business goals and strategies. Incentive plan targets are directly tied to business goals and strategies and are based upon metrics that drive long-term value creation.
Reward profitable growth and increased shareholder value. Performance metrics balance earnings growth and returns on investment. The pay mix is equity leveraged, resulting in realized compensation in line with stock price performance.








6

The table below highlights our current executive compensation practices that drive performance and serve our shareholders' long-term interests.
WHAT WE DOWHAT WE DON'T DO
P
We Do award more than 50% of target total compensation for our NEOs and 76% for our CEO in long-term equity-based incentives
O
We Don't allow repricing of stock options or buy out underwater stock options without shareholder approval
P
We Do use multiple performance metrics for short-term and long-term awards
O
We Don't have single trigger change of control provisions
P
We Do have comprehensive disclosure of metrics and goals
O
We Don't have golden parachute excise tax gross ups
P
We Do have long-term incentives that are majority performance-based
O
We Don't allow hedging or pledging of Company shares or holding Company shares in margin accounts
P
We Do have robust share ownership guidelines for directors, executive officers and other senior leaders
O
We Don't allow transactions by directors, officers and Company insiders in Company stock without pre-clearance
P
We Do conduct an annual compensation risk assessment for employee incentive plans
O
We Don't have excessive executive perquisites
P
We Do have a clawback policy
Shareholder Engagement Highlights
Shareholder feedback is a key input to our compensation program. Between 2014, when we began our annual shareholder engagement program, and 2020, an average of 86% of votes cast were in favor of our executive compensation program. At our 2021 Annual General Meeting, more than 94% of the votes cast on our annual say-on-pay vote were in favor of our executive compensation program.
Annually, we reach out to our top shareholders representing 40 - 50% of our issued and outstanding shares, as well as proxy advisory firms and other industry thought leaders.
94%
of Shareholders voted FOR Say-on-Pay at our 2021 Annual General Meeting
Engagement MethodsEngagement TopicsWho Participates
Individual investor meetings
Annual shareholder meeting
Quarterly earnings calls
Informational materials and public filings
Company Overview
Business Highlights
Corporate Governance
Diversity & Inclusion
Sustainability
Executive Compensation
Board of Directors
Executive Leadership Team
Investor Relations
Subject Matter Experts

Engage institutional investors representing
40 - 50%
of issued and outstanding shares
Further, in 2021 we commenced in-depth consultations, led by a leading ESG advisory organization, with a consortium of investors to support our efforts to enhance transparency around our ESG strategy, performance and engagement.
7

PROPOSAL 1 — ELECTION OF DIRECTORS
Election of Directors
Our Board, based on the recommendations of the Corporate Governance and Nominations Committee, has nominated each of the eleven nominees listed below for election at the Annual General Meeting, each to hold office until next year's Annual General Meeting.
Each of Messrs. Fribourg, Fyrwald, Heckman and Winship were initially selected as a director pursuant to the respective Cooperation Agreements with Continental Grain Company, D.E. Shaw Valence Portfolios, L.L.C. and D.E. Shaw Oculus Portfolios, L.L.C., each of which expired on November 12, 2019. While the selection of Messrs. Fribourg, Fyrwald, Heckman and Winship is no longer required, the Corporate Governance and Nominations Committee and the Board believe they are qualified nominees who are committed to promoting the long-term interests of our shareholders.
Each nominee is presently a member of the Board and has agreed to serve if elected.
Nominees
The Board believes that its members possess the requisite tenure, diversity and variety of complementary skills, qualifications, backgrounds and experience that contribute to the Board's ability to oversee our operations and to shape our long-term business strategy. The following director nominee skills matrix is a high-level summary that is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.
BairBrownerFribourgFyrwaldHeckmanHeesHyleKoboriSimrilWinshipZenuk
Key Skills and Experience
Public Company CEO ExperiencePPP
FinancialPPPPPP
Risk ManagementPPPPPPPPP
South America Business ExpertisePPPPP
China Business ExpertisePPPPPP
Agricultural IndustryPPPPPP
Food IngredientPPPPPPP
Manufacturing and LogisticsPPPPPPPPP
Government and Public PolicyPPPPPP
SustainabilityPPPP
Tenure and Independence
Board Tenure2833329<1<133
IndependentPPPPPPPPP
Demographics
Age6766686259526362565454
Gender IdentityWWMMMMWMMMM
AsianP
Black/African AmericanP
Hispanic/LatinoP
White/CaucasianPPPPPPPP
8

The following paragraphs set forth information about the nominees.
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Sheila Bair, 67
Board Member since 2019

Deputy Chair since 2021

Committees:
Audit;
Corporate Governance and Nominations (Chair);
Enterprise Risk Management

Ms. Bair is the former Chair of the Federal Deposit Insurance Corporation ("FDIC"), where she served in that capacity from 2006 to 2011. After leaving the FDIC, she joined the Pew Charitable Trust as a senior advisor, a role she held from 2011 through 2015. Ms. Bair also served as president of Washington College from 2015 to 2017, and senior advisor to the international law firm DLA Piper, from 2014 to 2015. Earlier in her career, she also served as Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury (2001 to 2002), Senior Vice President for Government Relations of the New York Stock Exchange (1995 to 2000), Commissioner of the Commodity Futures Trading Commission (1991 to 1995), and as counsel to Kansas Republican Senate Majority Leader Bob Dole (1981 to 1988). She continues her work on financial policy issues as chair emeritus of the Systemic Risk Council, which advocates for financial stability, and as a founding director of the Volcker Alliance, which advances excellence in public service. Ms. Bair serves as Chair of the Fannie Mae board and is a non-executive director of Lion Electric Company, where she serves as a member of the Audit Committee and chairs the Nomination and Corporate Governance Committee. She is a former non-executive director of Host Hotels & Resorts, Inc., Thomson Reuters, where she chaired the Risk Committee, and the Industrial and Commercial Bank of China Ltd. She is an accomplished author and has written several books on financial issues. In 2021, she was appointed trustee of the prestigious Economists for Peace and Security, a select group of prominent economists and others committed to world security and prosperity. She holds a bachelors from the University of Kansas and a J.D. from the University of Kansas School of Law. She also holds honorary doctorates from Kansas University, Amherst College and Drexel University.
Skills and Qualifications: Ms. Bair brings to the Board significant experience in global capital markets and financial risk management, as well as regulation and public policy and advising large, complex organizations in both the public and private sectors.
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Carol Browner, 66
Board Member since 2013

Committees:
Corporate Governance and Nominations;
Sustainability and Corporate Responsibility (Chair)

Ms. Browner is senior of counsel at Covington & Burling LLP, a multinational law firm, and is a member of their environmental, social and governance practice. From 2011 to 2021, Ms. Browner was senior counsel at Albright Stonebridge Group, a global advisory firm. From 2009 to 2011, she served as Assistant to President Barack Obama and director of the White House Office of Energy and Climate Change Policy. From 2001 to 2008, Ms. Browner was a founding principal of the Albright Group and Albright Capital Management LLC. Previously, she served as Administrator of the Environmental Protection Agency from 1993 to 2001. She also chairs the board of the League of Conservation Voters and is a sustainability advisor to Neutron Holdings, Inc., d/b/a Lime. She holds a J.D. and B.A. from the University of Florida.
Skills and Qualifications: Ms. Browner brings to the Board significant experience in regulation and public policy, the environment and sustainability, particularly with respect to agriculture, energy and renewable fuels, and also advising large, complex organizations in both the public and private sectors.
9

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Paul Fribourg, 68
Board Member since 2018

Committees:
Enterprise Risk Management;
Sustainability and Corporate Responsibility

Mr. Fribourg has served as Chairman and CEO of Continental Grain Company since 1997 and is a member of its management committee. Mr. Fribourg has over 40 years of experience owning and operating businesses in the food, agribusiness and commodities industries. Mr. Fribourg is also a director of Estee Lauder Companies, Inc., Restaurant Brands International, Inc. and Loews Corporation, as well as Syngenta Group Co., Ltd, a private company. He is a former director of Apollo Global Management, LLC (2011-2018). He is also a member of the Rabobank International North American Agribusiness Advisory Board, Board of Managers of Wayne Farms, LLC, Council on Foreign Relations, International Business Leaders Advisory Council for The Mayor of Shanghai and Temasek Americas Advisory Panel. He holds a B.A. in Economics from Amherst College and completed the Advanced Management Program at Harvard Business School.
Skills and Qualifications: Mr. Fribourg's experience as the Chief Executive Officer of an international agribusiness and investment company, and as a director of multiple public and private companies in various industries, provides our Board with relevant agricultural and food ingredient industry experience, as well as knowledge of manufacturing and logistics, risk management and public policy. Mr. Fribourg also provides the Board with insights into business operations in South America and China.

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J. Erik Fyrwald, 62
Board Member since 2018

Committees:
Human Resources and Compensation (Chair);
Sustainability and Corporate Responsibility

Mr. Fyrwald is currently the CEO of Syngenta Group, a leading global agriculture company, a position he has held since 2016. Mr. Fyrwald is also an Executive Director on the Syngenta Group Board of Directors and Chairman of the not-for-profit Syngenta Foundation for Sustainable Agriculture. He is also Chairman of the Board of Directors of ADAMA Ltd and Sinofert Holdings Ltd, both majority-owned and controlled by Syngenta Group. Previously, he served as President and CEO of Univar, a leading distributor of chemicals and related services, from 2012 to 2016. Prior to that, he was President of Ecolab, a provider of cleaning, sanitation, water treatment and oil and gas products services from 2011 to 2012, and Chairman, President and CEO of Nalco, a water treatment and oil and gas products and services company from 2008 to 2011. He was also Group Vice President of the Agriculture and Nutrition Division of DuPont from 2003 to 2008. Mr. Fyrwald is a non-executive director on the board of Eli Lilly and Company, where he serves on the Science and Technology Committee. He also serves on the Board of Directors for CropLife International, the Swiss-American Chamber of Commerce and the UN World Food Program Farm to Market Initiative. He holds a B.S. in Chemical Engineering from the University of Delaware and completed the Advanced Management Program at Harvard Business School.
Skills and Qualifications: Mr. Fyrwald's senior leadership experience in global business with focus on agriculture, as well as technology and innovation, provides our Board with valuable perspectives relating to our industry, international operations, including in South America and China, manufacturing and logistics and sustainability matters. He also brings corporate governance experience to the Board.
10

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Gregory Heckman, 59
Board Member since 2018
Mr. Heckman has served as Bunge Limited's CEO since 2019 and a director since October 2018. Mr. Heckman is Founding Partner of Flatwater Partners, a private investment firm, and has over 30 years of experience in the agriculture, energy and food processing industries. He served as CEO of The Gavilon Group from 2008 to 2015. During his time at Gavilon, he led the company through a period of considerable growth in both the agriculture and energy industries prior to the eventual sale of the agriculture business to Marubeni Corporation and the energy business to NGL Energy Partners. Prior to Gavilon, Mr. Heckman was Chief Operating Officer of ConAgra Foods Commercial Products and President and COO of ConAgra Trade Group. Mr. Heckman also serves as a non-executive director on the board of OCI NV, a global producer of fertilizer and chemicals. He is also a member of the North America Agribusiness Advisory Board of Rabobank, the New York Stock Exchange Board Advisory Council and the Aksarben Foundation Board of Governors. Mr. Heckman holds a B.S. in agriculture economics and marketing from the University of Illinois at Urbana-Champaign.
Skills and Qualifications: Mr. Heckman's deep agribusiness and food industry knowledge and leadership experience, his proven track record in driving growth and shareholder value at Bunge and previous businesses he has led, as well as his experience as our CEO, provides the Board with valuable perspectives as we continue to grow our portfolio of businesses, while increasing our focus on sustainability and optimizing our operation and risk management execution.

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Bernardo Hees, 52
Board Member since 2019

Committees:
Enterprise Risk Management;
Human Resources and Compensation;
Sustainability and Corporate Responsibility

Mr. Hees was a partner at 3G Capital, a global investment firm, from 2010 until the end of 2019. Mr. Hees served as CEO of The Kraft Heinz Company from July 2015 until June 2019 and as CEO of H.J. Heinz Company from June 2013 until its merger with Kraft Foods Group, Inc. in July 2015. Previously, Mr. Hees served as CEO of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, from September 2010 to June 2013 and Burger King Worldwide, Inc. from June 2012 to June 2013 and as CEO of América Latina Logística, a logistics company, from January 2005 to September 2010. Mr. Hees serves as Executive Chairman of the Board of Directors of Avis Budget Group, Inc. He holds a B.A. in Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from Warwick Business School in the United Kingdom.
Skills and Qualifications: Mr. Hees's experience as a former chief executive of a large international consumer products company and his experience as a former partner of a global investment firm provides the Board with valuable perspective relating to global food and food ingredient supply chains. He also provides the Board with insights into the South American marketplace. He has a finance background, and a strong understanding of compensation and sustainability matters.

11

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Kathleen Hyle, 63
Board Member since 2012

Board Chair since 2018

Committees:
Corporate Governance and Nominations


Ms. Hyle served as Senior Vice President of Constellation Energy and Chief Operating Officer of Constellation Energy Resources from November 2008 until her retirement in June 2012, following the completion of the merger of Constellation Energy with Exelon Corporation. From June 2007 to November 2008, Ms. Hyle served as Chief Financial Officer ("CFO") for Constellation Energy Nuclear Group and for UniStar Nuclear Energy, LLC, a strategic joint venture between Constellation Energy and Électricité de France. Prior to that, Ms. Hyle held the position of Senior Vice President of Finance for Constellation Energy from 2005 to 2007 and Senior Vice President of Finance, Information Technology, Risk and Operations for Constellation New Energy from January to October 2005. Prior to joining Constellation Energy, Ms. Hyle served as the CFO of ANC Rental Corp., the parent company of Alamo Rent-A-Car and National Rent-A-Car; Vice President and Treasurer of Auto-Nation, Inc.; and Vice President and Treasurer of The Black and Decker Corporation. Ms. Hyle is currently a non-executive director on the board of AmerisourceBergen Corporation and is a former director of The ADT Corporation. She previously served on the Board of Trustees of Center Stage in Baltimore, MD and as trustee of the Loyola University Maryland Sellinger School of Business and Management. She has a B.A. from Loyola College.
Skills and Qualifications: Ms. Hyle brings senior leadership experience and extensive financial, risk management, manufacturing and logistics and public policy experience to the Board. She also previously chaired Bunge's Audit Committee for several years and qualifies as an audit committee financial expert.

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Michael Kobori, 62
Board Member since 2021

Committees:
Enterprise Risk Management;
Sustainability and Corporate Responsibility
Mr. Kobori is currently the Chief Sustainability Officer at Starbucks Coffee Company, a position he has held since 2020. Prior to joining Starbucks, he was with Levi Strauss & Co. where he served as Vice President, Sustainability from 2007 to 2020 and the Director, Global Code of Conduct from 2001 to 2006. Prior to that, he was with The Asia Foundation, where he supported human rights and economic development in Bangladesh, Thailand and Vietnam. Mr. Kobori has been a lecturer in corporate sustainability at the Haas Business School, University of California at Berkeley. He is the Executive Producer of Utopia Theatre Project, an artist-led social justice theater company. Mr. Kobori has served on a number of not-for profit boards and advisory commissions, including the Cotton Board, Better Cotton Initiative, Sustainable Apparel Coalition, ILO Better Work, Levi Strauss Foundation and The Asia Foundation. He holds a Masters of Public Policy and AB, Psychology and Asian Studies degrees from the University of California, Berkeley.
Skills and Qualifications: Mr. Kobori brings to the Board significant experience in environmental matters, sustainability and public policy, particularly with respect to climate, agriculture and water. He also has experience working for a large multinational beverage and manufacturing company with complex supply chains. In addition, his extensive experience in the private sector provides unique perspectives on diversity and social justice matters. He also provides the Board with insights on business operations in Asia.



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Kenneth Simril, 56
Board Member since 2021

Committees:
Audit;
Human Resources and Compensation
Mr. Simril is the President of BakeMark Ingredients, a leading distributor and manufacturer of bakery ingredients across North America. Prior to joining BakeMark, he was President and Chief Executive Officer of Fleischmann's Ingredients, a position he held from 2006 to 2021. Prior to joining Fleischmann's, he was the Chief Financial Officer and Chief Operations Officer of Clipper Corporation, a manufacturer of both custom and semi-custom items for the food service industry. Before clipper Corporation, Mr. Simril was the Chief Financial Officer of ClearPath Networks Inc. He has also served in various finance and engineering roles with Mobil Oil Corporation and Exxon Mobil Corporation. Mr. Simril is a former non-executive director of At Home Group, Inc. He currently serves as an independent director of American Funds managed by the Capital Group, a privately held company. He holds a B.S. in Petroleum Engineering from the University of Southern California and an MBA from Harvard Business School.

Skills and Qualifications: Mr. Simril brings to the Board significant financial and leadership expertise and experience working for large, complex multinational companies. In addition, he brings significant food and ingredients experience, manufacturing, logistics, strategic and investment management experience. Mr. Simril is an audit committee financial expert.
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Henry "Jay" Winship, 54
Board Member since 2018

Committees:
Audit (Chair);
Corporate Governance and Nominations;
Human Resources and Compensation
Since 2016, Mr. Winship has served as President of Pacific Point Capital, a privately owned asset management firm. Prior to that, he was a Principal, Senior Managing Director and Member of the Investment Committee at Relational Investors, which he joined in 1996. He has over 25 years of experience as an institutional investor and in investment management, accounting and financial management. Mr. Winship is a non-executive director of C.H. Robinson and former non-executive director of CoreLogic, Inc. He also serves on the Board of Advisors of the Corporate Governance Institute at San Diego State University Fowler College of Business. He is a Certified Public Accountant and holds the professional designation of Chartered Financial Analyst. He holds a bachelor's degree in finance from the University of Arizona and an MBA from the University of California, Los Angeles.

Skills and Qualifications: Mr. Winship brings to the Board expertise and experience as an institutional investor helping to grow shareholder value at a wide range of public companies. Mr. Winship has significant experience in the areas of finance, capital allocation and risk management, and provides our Board with valuable perspectives on a range of agricultural and food ingredient industry topics. Mr. Winship is an audit committee financial expert and has extensive corporate governance expertise.
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Mark Zenuk, 54
Board Member since 2018

Committees:
Audit;
Enterprise Risk Management (Chair)
Mr. Zenuk has served as Managing Partner of Tillridge Global Agribusiness Partners, an agribusiness private equity firm, since 2016. Prior to Tillridge, he was a Managing Director at NGP Energy Capital Management where he led the agribusiness investment platform from 2010 to 2016. Before joining NGP Energy Capital Management, he served in many domestic and international executive leadership roles with Archer Daniels Midland Company ("ADM"), having most recently led ADM’s oilseed business unit. Before joining ADM in 1999, he served as General Manager of the Commodity Marketing Group for the Saskatchewan Wheat Pool and Marketing Manager for the Canadian Wheat Board. He holds a B.S. in Agricultural Economics from the University of Saskatchewan.

Skills and Qualifications: Mr. Zenuk's senior leadership experience provides deep knowledge of global agribusiness and food and ingredients markets, along with risk management expertise and, through his private equity experience, financial acumen and a strong commitment to strategic growth and shareholder value. Mr. Zenuk also brings manufacturing and logistics experience in global operations.
ROUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

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CORPORATE GOVERNANCE
The following sections provide an overview of our corporate governance policies and practices, including with respect to Board tenure and refreshment, independence of directors, Board leadership, risk oversight, shareholder outreach and the structure and key aspects of our Board and committee operations. The Board regularly reviews our policies and processes in the context of current corporate governance trends, regulatory changes and recognized best practices.
Board and Corporate Governance Developments
Our Board is committed to highly effective corporate governance that is responsive to shareholders. We have conducted a formal shareholder outreach program for several years in which we listen to our shareholders’ perspectives on our performance and strategy, governance matters, our executive compensation program, sustainability, human capital management and other topics of shareholder interest. In addition, through our ongoing investor relations activities, we also solicit shareholder perspectives on these matters. See “Corporate Governance - Shareholder Outreach and Engagement” for more information on these activities.
Board Structure and Size
As of the date of this proxy statement, our Board consists of 11 directors. Directors are elected at each annual general meeting of shareholders to hold office for one-year terms until the next annual general meeting of shareholders.
Board Succession and Tenure
The Board actively reviews and refreshes its membership. In furtherance of this objective, the Corporate Governance and Nominations Committee assists the Board in developing succession planning guided by the long-term strategy and ongoing business operations of the Company. As part of the succession planning, the Corporate Governance and Nominations Committee annually, and on an as needed basis, reviews the composition of the Board against the skills criteria applicable to potential candidates for nomination to the Board, as well as existing directors, and makes director nomination recommendations to the Board.
In addition, the Board has adopted a requisite director retirement age of 72; however, it does not impose director tenure limits as the Board believes that imposing limits on director tenure could arbitrarily deprive it of the valuable contributions of its most experienced members. Accordingly, length of Board service is one of a variety of factors considered by the Corporate Governance and Nominations Committee in making director nomination recommendations to the Board. Additionally, we have implemented full declassification of our Board, which means each director must be re-nominated by the Board on an annual basis. This provides the Board with the opportunity to consider the optimal mix of characteristics, skills, qualifications and experience of its members each year.
Over the course of the last four years, eight directors have either left the Board or decided not to stand for re-election. As a result, the average tenure of our director nominees is less than four years, with the longest tenured nominee having served for nine years. This significant Board refreshment process has resulted in an increase in the depth, scope of qualifications and diversity represented on the Board.
Director Selection and Qualifications
As provided in its charter, the Corporate Governance and Nominations Committee strives to recommend candidates, pursuant to the Board Membership Criteria and Diversity Policy set forth in the Corporate Governance Principles, that (1) complement the current members of the Board and other proposed nominees to further the objective of having a Board that guides the long-term strategy and ongoing business operations of the Company, and (2) reflects a diversity of background and experience to effectively perform the functions of the Board and its committees.
In that regard, the Corporate Governance and Nominations Committee recommends to the Board director candidates for nomination and election during the annual general meeting or for appointment to fill vacancies. The Committee works with our Board to identify certain characteristics, skills and experience to help meet specific Board needs that have arisen or are expected to arise. When the Corporate Governance and Nominations Committee reviews a potential new candidate, it looks specifically at the candidate's qualifications with respect to these needs as well as the
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Board Membership Criteria and Diversity Policy. Additionally, the Corporate Governance and Nominations Committee annually reviews the tenure, performance, skills and contributions of existing Board members to the extent they are candidates for re-election. Directors eligible for re-election abstain from Board discussions regarding their nomination and from voting on such nomination. 
For all directors, we require an independent mindset, high personal and professional ethics, integrity, sound business judgment, the ability and willingness to commit sufficient time to the Board and to promoting the long-term interests of the Company's shareholders. Our Board considers many factors in evaluating the suitability of individual director candidates, including, but not limited to: a general understanding of global business, finance and other disciplines relevant to the success of a large, publicly traded company; understanding of our business and technology; education, professional background and personal accomplishment; and geographic, gender, age, and racial and ethnic diversity. The Board is committed to actively seeking highly qualified women and individuals from historically underrepresented groups to include in the candidate pool from which Board nominees are selected.
The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending Board nominees that can best realize the strategy and success of the Company and represent shareholder interests, using its diversity of experience. The invitation to stand for election to the Board shall be extended by the Chair of the Board on behalf of the Board.
In determining whether to recommend a director for re-election, the Committee considers the director’s participation in and contributions to the activities of the Board, the results of the most recent Board evaluation, and meeting attendance. The Board does not believe that directors should expect to be re-nominated annually.
Under the Corporate Governance Principles, directors must inform the Chair of the Board and the Chair of the Corporate Governance and Nominations Committee in advance of accepting an invitation to serve on another public company board. In addition, no director may sit on the board, or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business.
In connection with the director nominations process, the Corporate Governance and Nominations Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or other persons, and has also engaged professional search firms to assist in identifying or evaluating qualified candidates.
A professional search firm assisted the Corporate Governance and Nominations Committee in connection with its recommendation of Messrs. Kobori and Simril, who were both appointed to the Board of Directors in 2021. When using a professional search firm, the Corporate Governance and Nominations Committee directs the firm to include in each director search qualified candidates who reflect diverse backgrounds, including diversity of gender, race, ethnicity, and nationality. Based on the Board Membership Criteria and Diversity Policy outlined in our Corporate Governance Principles, the firm is directed to provide for review and consideration a diverse slate of candidates. After consulting with the Corporate Governance and Nominations Committee, the firm further screens and interviews candidates as directed to determine their qualifications, interest and any potential conflicts of interest and provides its results to the Committee.
The Corporate Governance and Nominations Committee will review and evaluate candidates taking into account available information concerning the candidate, the qualifications for Board membership described above and other factors that it deems relevant. In conducting its review and evaluation, the Corporate Governance and Nominations Committee may solicit the views of other members of the Board, senior management and third parties, and conduct interviews of proposed candidates and request that candidates meet with other members of the Board. Each of the nominees for election at the Annual General Meeting was recommended by the Corporate Governance and Nominations Committee.
Proxy Access/Shareholder Recommendations and Nominations
The Corporate Governance and Nominations Committee will evaluate candidates recommended by shareholders in the same manner as candidates recommended by other persons. In accordance with our Bye-laws, shareholders who wish to propose a director nominee must give written notice to our Corporate Secretary at our registered address at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, not later than 120 days before the first anniversary of the date on which our proxy statement was distributed to shareholders in connection with the prior year's annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general meeting has been changed by more than 30 days from the date contemplated in the prior year's proxy statement, the notice
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must be given before the later of (i) 150 days prior to the contemplated date of the annual general meeting and (ii) the date which is 10 days after the date of the first public announcement or other notification of the actual date of the annual general meeting. Where directors are to be elected at a special general meeting, such notice must be given before the later of (i) 120 days before the date of the special general meeting and (ii) the date which is 10 days after the date of the first public announcement or other notification of the date of the special general meeting. In each case, the notice must include, as to each person the shareholder proposes to nominate for election or re-election as director, all information relating to that person required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, which includes such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and evidence satisfactory to us that such nominee has no interests that would limit such nominee's ability to fulfill their duties of office. We may require any nominee to furnish such other information as reasonably may be required by us to determine the eligibility of such nominee to serve as a director. A shareholder may propose a director nominee to be considered by our shareholders at the annual general meeting provided that the notice provisions in our Bye-laws as set forth above are met, even if such director nominee is not nominated by the Corporate Governance and Nominations Committee. A shareholder may also recommend director candidates for consideration by the Corporate Governance and Nominations Committee at any time. Any such recommendations should include the nominee's name and qualifications for Board membership.
Board Independence
The Board is composed of a substantial majority of independent directors. Currently, nine of our 11 incumbent directors and nominees are independent.
In accordance with the listing standards of the New York Stock Exchange ("NYSE"), to be considered independent, a director must have no material relationship with Bunge directly or as a partner, shareholder or officer of an organization that has a relationship with Bunge. The NYSE has also established enhanced independence standards applicable to members of our Audit Committee and our Human Resources and Compensation Committee. 
The Board annually reviews commercial and other relationships between directors and members of their immediate families and Bunge to make a determination regarding the independence of each director. To assist it in making these determinations, the Board has adopted categorical standards of director independence which are set forth in Annex A to our Corporate Governance Principles. The categorical standards of director independence are included as Appendix B to this proxy statement and are also available through the "Investors — Corporate Governance" section of our website, www.bunge.com. Transactions, relationships and arrangements between a director and Bunge that are within our independence standards are deemed immaterial, subject to NYSE standards. Additionally, our Bye-laws provide that no more than two directors may be employed by us or any company or entity which we control.
In making its independence determinations, the Board considers relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between Bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. For 2021, the Board considered the following transactions and relationships and determined them to be immaterial:
ordinary course business transactions with certain portfolio companies of Tillridge Global Agribusiness Partners, a private equity firm where Mr. Zenuk serves as Managing Partner. Mr. Zenuk does not serve as an officer or employee of any of these portfolio companies and has no involvement in Bunge's dealings with these companies. Additionally, these commercial relationships predated Mr. Zenuk joining our Board. The highest amount of annual purchase or sale transactions between Bunge and any of the portfolio companies in 2021 was approximately $14.3 million.
ordinary course business transactions with Syngenta, a global agrochemical and seed manufacturer where Mr. Fyrwald serves as CEO and Mr. Fribourg serves as a non-executive director. These transactions totaled approximately $139.7 million of sales to and approximately $31.3 million of purchases from Syngenta in 2021, less than 2% of Syngenta's annual gross revenues.
ordinary course business transactions with Bakemark USA, a distributor and manufacturer of bakery ingredients, where Mr. Simril serves as President. These transactions totaled approximately $13.4 million of sales to Bakemark USA in 2021, less than 2% of Bakemark USA's annual gross revenues. Additionally, these commercial relationships predated Mr. Simril joining our Board.
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ordinary course business transactions with Fleischmann's Ingredients, a subsidiary of Kerry Group, where Mr. Simril was the former President and CEO. These transactions totaled approximately $7.6 million of sales to and $15.5 million of purchases from Kerry Group and its affiliates, less than 2% of Kerry Group's annual gross revenues. Additionally, these commercial relationships predated Mr. Simril joining our Board.
Based on the evaluation and criteria described above, the Board has determined that the following directors are independent: Mses. Bair, Browner and Hyle and Messrs. Fyrwald, Hees, Kobori, Simril, Winship and Zenuk. Mr. Heckman is not considered an independent director since he also serves as our CEO. Mr. Fribourg was determined not to be independent due to the amount of ordinary course business transactions between Continental Grain Company and Bunge during Continental Grain's fiscal year 2021, whereby such transactions exceeded the thresholds set forth in the categorical standards of director independence.
Board Leadership Structure
Our Board does not have a requirement that the roles of CEO and Chair of the Board be either combined or separated, because the Board believes this determination should be made based on the best interests of Bunge and its shareholders at any point in time based on the facts and circumstances then facing the Company. Demonstrating the Board's commitment to making these thoughtful and careful determinations, our Board has separated the Chair and CEO roles since 2013 and has had an independent, non-executive Board Chair since January 1, 2014. Ms. Hyle currently serves as Board Chair and ex officio member of each committee. In addition, Ms. Bair was appointed as non-executive Deputy Chair on May 5, 2021. The Board believes that its current leadership structure is in the best interests of the Company and its shareholders at this time and demonstrates its commitment to independent oversight, which is a critical aspect of effective governance.
Additionally, as described above, our Board is characterized by a substantial majority of independent directors as well as key Board committees that are composed entirely of independent directors. As a result, independent directors oversee critical matters, including the integrity of our financial statements, the evaluation and compensation of executive management, the selection of directors and Board performance.
Board Meetings and Committees
The Board normally has five regularly scheduled meetings per year, and committee meetings are normally held in conjunction with Board meetings. Additionally, the Board holds virtual meetings to receive updates on our business and as circumstances may require. Our Board met seven times in 2021 and acted by written consent four times. All directors serving on the Board as of December 31, 2021 attended at least 99% of the combined Board and committee meetings on which they served during the last fiscal year.
Our Bye-laws give our Board the authority to delegate its powers to committees appointed by the Board. We have five standing Board committees: the Audit Committee, the Human Resources and Compensation Committee, the Enterprise Risk Management Committee, the Corporate Governance and Nominations Committee and the Sustainability and Corporate Responsibility Committee. Each of these committees is chaired by an independent director and each of the Audit Committee, Human Resources and Compensation Committee and Corporate Governance and Nominations Committee is composed entirely of independent directors. The members of the Audit Committee and the Human Resources and Compensation Committee also meet the enhanced independence rules of the Securities and Exchange Commission ("SEC") and NYSE applicable to such committees. Pursuant to their charters, each of these committees are authorized and assured of appropriate funding to retain and consult with external advisors and counsel, as they deem appropriate, to assist in the performance of their duties. The committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our Bye-laws and the terms of their respective committee charters. Each of these committees has the power under its charter to sub-delegate the authority and duties designated in its charter to subcommittees or individual members of the committee as it deems appropriate, unless prohibited by law, regulation or any NYSE listing standard. Copies of these committee charters are available through the "Investors — Corporate Governance" section of our website, www.bunge.com. Please note that the information contained in or connected to our website is not intended to be part of this proxy statement.
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Audit Committee
2021 meetings l 10
  Primary Responsibilities:
Members:
Henry "Jay" Winship (Chair)
Sheila Bair
Kenneth Simril
Mark Zenuk
the quality and integrity of our financial statements and related disclosures;
compliance with legal and regulatory requirements;
the independent auditor's qualifications, independence, fees and performance;
the performance of our internal audit and control functions; and
assists the Board in its oversight of cybersecurity.
The Audit Committee meets separately with our independent auditor and also in quarterly executive sessions with members of management, including our chief audit executive and our chief compliance officer. Additionally, the Audit Committee regularly meets in executive sessions at which only the Audit Committee members are in attendance, without any members of our management present. No Audit Committee member may simultaneously serve on the audit committees of more than two other public companies without the prior approval of the Board. Messrs. Winship and Simril qualify as audit committee financial experts.
Human Resources and Compensation Committee
2021 meetings l 5
  Primary Responsibilities:
Members:
J. Erik Fyrwald (Chair)
Bernardo Hees
Kenneth Simril
Henry "Jay" Winship
designing, reviewing and overseeing Bunge's executive compensation program;
reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of the CEO in light of these goals and objectives and setting the CEO's compensation based on this evaluation;
reviewing the evaluation by the CEO of each executive officer reporting directly to the CEO and overseeing and approving the total compensation packages for each executive officer reporting directly to the CEO;
reviewing and approving employment, consulting, retirement and severance agreements and arrangements for the CEO and executive officers reporting directly to the CEO;
reviewing and making recommendations to the Board regarding our incentive compensation plans, including our equity incentive plans, and administering our equity incentive plans;
establishing and reviewing our executive and director share ownership guidelines;
reviewing our compensation practices to ensure that they do not encourage unnecessary and excessive risk-taking;
making recommendations to the Board on director compensation; and
overseeing talent management programs, succession planning and the Company's initiatives and policies related to diversity and inclusion, workforce environment and culture.
The Human Resources and Compensation Committee has sole authority to retain or terminate any such compensation consultants or advisors and to approve their fees. For additional information on the Human Resources and Compensation Committee's role, its use of outside advisors and their roles, as well as the Human Resources and Compensation Committee's processes and procedures for the consideration and determination of executive compensation, see "Compensation Discussion and Analysis — Determining Compensation" beginning on page 38 of this proxy statement.
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Corporate Governance and Nominations Committee
2021 meetings l 7
  Primary Responsibilities:
Members:
Sheila Bair (Chair)
Carol Browner
Kathleen Hyle
Henry "Jay" Winship
monitoring significant developments in the law and practice of corporate governance and overseeing, reviewing, and recommending changes to the Company’s corporate governance framework;
leading the Board in its annual performance evaluation;
developing and recommending to the Board and overseeing the Corporate Governance Principles of the Company;
advising the Board with respect to charters, structure, and functions of the committees of the Board and qualifications for membership thereon;
assisting the Board by actively identifying individuals qualified to become Board members;
overseeing policies and processes relating to director orientation and continuing education;
assisting the Board with director succession planning and director recruitment processes;
making director independence recommendations to the Board;
recommending to the Board the director nominees for election at the next annual meeting of shareholders; and
periodically reviewing the political contribution program and the Company's position and engagement on relevant public policy governance issues.
Enterprise Risk Management Committee
2021 meetings l 7
  Primary Responsibilities:
Members:
Mark Zenuk (Chair)
Sheila Bair
Paul Fribourg
Bernardo Hees
Michael Kobori
supervising the quality and integrity of our risk management practices;
reviewing and approving our risk management policies and risk limits on a periodic basis, including climate-related risks, and advising our Board on risk management practices (see "Risk Oversight" for more information); and
overseeing the development of an Enterprise Risk Management framework, periodically reviewing a wider scope of enterprise risks facing the Company, and management's risk mitigation strategies.
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Sustainability and Corporate Responsibility Committee
2021 meetings l 4
  Primary Responsibilities:
Members:
Carol Browner (Chair)
Paul Fribourg
J. Erik Fyrwald
Bernardo Hees
Michael Kobori
oversight of our governance policies, strategies and programs with respect to sustainability and corporate social responsibility, including matters related to:
human rights;
food safety;
environmental matters related to climate change and emissions, water conservation and management, energy consumption and efficiency, product stewardship, and waste disposal;
the Company's public commitments regarding non-deforestation and emissions reductions;
ESG external trends and public affairs;
relations with stakeholders;
assisting the Board and Enterprise Risk Management Committee in fulfilling their risk management oversight responsibility relating to ESG; and
philanthropy.
Board and Committee Evaluations
Pursuant to NYSE requirements, our Corporate Governance Principles and the charters of each of the Board’s committees, the Board and each of its committees conducts annual self-assessments of their performance. The Board recognizes that a thorough and constructive assessment process is an essential component of good corporate governance. These self-assessments are intended to facilitate a candid assessment and discussion by the Board and each committee of its effectiveness and performance and identification of areas for improvement. A summary of the process is below:
Questionnaires:
The Corporate Governance and Nominations Committee Chair and the Committee members oversee the overall Board committee self-assessment process.
Questionnaires for the Board and each standing committee are reviewed and updated on an annual basis prior to distribution to each of the directors.
Topics include, but are not limited to:
Board and committee dynamics, meetings, materials and effectiveness;
the flow of information to and from the Board and its committees;
Board composition, size and leadership; and
corporate strategy, risk oversight and management, director and executive compensation, succession planning and shareholder engagement.

Individual Directors:
Each director is provided with a questionnaire for the full Board and one for each standing committee on which the director serves.

Reviews:
The Corporate Governance and Nominations Committee, along with the third-party facilitator, which may be retained as deemed appropriate, reviews and discusses the responses to the Board and all committee questionnaires.
Each committee reviews and discusses the responses to their respective committee questionnaires.
The Corporate Governance and Nominations Committee provides the Board with a summary of the Board and committee questionnaires and develops recommendations for areas that the Board and its committees should consider as improvements. These areas are further discussed by the Board.

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Board Summary and Feedback:
The Chair of the Corporate Governance and Nominations Committee, working with the Board Chair, other directors and the senior management team as appropriate, develops action plans for any items that require follow-up.

Changes implemented:
In addition to significant Board refreshment, in recent years the Board’s approach to Board and committee self-assessments has resulted in changes made to Board agendas, meeting materials, management presentations, committee responsibilities and charters, committee consultants, leadership and composition.


Executive Succession Planning and Leadership Development
Succession planning and leadership development are top priorities for the Board and management. On an annual and as needed basis, the Human Resources and Compensation Committee, with oversight by the Board, reviews succession plans and candidate profiles for the CEO and other senior management positions, and oversees talent management programs that drive capability building, leadership development and workforce culture. The Human Resources and Compensation Committee also reviews workforce health metrics at each meeting that provide insight into workforce movement, diversity and inclusion initiatives, engagement and culture.
The Board believes that succession planning: (i) is a board-driven, collaborative and continuous process; (ii) should consider the Company's long-term strategic goals; and (iii) involves building a diverse and inclusive, talent-rich organization by attracting and developing the right people. Individuals who are identified as succession candidates for critical positions are given exposure and visibility to Board members through formal presentations and informal events.
Risk Oversight
Our Board of Directors oversees management's approach to risk management, which is designed to support the achievement of our strategic objectives and enhance shareholder value. Our Board has considered the most effective organizational structure to appropriately oversee major risks. It has established a dedicated Board committee, the Enterprise Risk Management Committee, which enables greater focus at the Board level on risk oversight tailored to our business and industries. Additionally, each of our other Board committees considers risks within its area of responsibility. All Board committees regularly report on their activities to the full Board to promote effective coordination and to ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks. Finally, Bunge has management teams responsible for risk, including a Chief Risk Officer, a Management Risk Committee and an Internal Audit team to assist with the day-to-day implementation, governance and monitoring of risk management strategies and risk mitigation efforts. An overview of each Board committee and their respective roles in risk oversight are outlined below:
Entity
Primary Responsibility for Risk Management
Enterprise Risk Management Committee
Oversees the quality and integrity of our risk management practices relating to the following key areas: commodities risk, foreign exchange risk, liquidity, interest rate and funding risk, credit and counterparty risk, country risk, climate-related risk, new trading or investing business activity risk and sanctions and derivatives compliance.
Reviews and approves corporate risk policies and limits associated with our risk appetite.
Oversees the development of an Enterprise Risk Management framework periodically reviewing a wider scope of enterprise risks facing the Company, and management's risk mitigation strategies.
Meets regularly with our CEO, CFO, Chief Risk Officer, and other members of senior management to receive regular updates on our risk profile and risk management activities.
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Audit Committee
Oversees risks related to our financial statements, the financial reporting process and accounting and financial controls.
Receives an annual risk assessment briefing from our chief audit executive, as well as periodic update briefings, and reviews and approves the annual internal audit plan that is designed to address the identified risks.
Reviews key risk considerations relating to the annual audit with our independent auditor.
Assists the Board in fulfilling its oversight responsibility with respect to legal and compliance matters, including meeting with and receiving periodic briefings from members of our legal and compliance staff.
Oversees our cybersecurity and other information technology risks, including risk management programs and controls.
Human Resources and Compensation Committee
Oversees risks relating to compensation and benefits programs to ensure incentives are appropriately balanced and do not motivate executives and employees to take imprudent risks.
Oversees programs, policies and practices relating to talent management, diversity and inclusion, and workforce environment and culture.
Oversees CEO and senior management succession planning and compensation.
Advises the Board on CEO and director compensation.
See "Compensation and Risk" beginning on page 44 of this proxy statement for more information.
Corporate Governance and Nominations Committee
Oversees risks related to our governance framework and processes.
Identifies individuals qualified to serve as Board members pursuant to the guidelines and diversity policy established by the Board in the Corporate Governance Principles.
Provides oversight of Board effectiveness and independence.
Conducts the annual Board and committee self-assessment process that is aimed at ensuring that the Board and its committees are functioning effectively and able to meet their responsibilities, including risk oversight.
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Sustainability and Corporate Responsibility Committee
Oversees the Company's governance, policies, strategies and programs related to sustainability, corporate social responsibility matters, human rights, food safety, product stewardship, and environmental trends, issues, risks and concerns which could affect the Company’s business activities and performance.
Oversees and provides guidance to management on sustainability, corporate social responsibility, political and environmental governance matters in public debate, public policy, regulation and legislation.
Reviews the Company's charitable giving policies and programs.
Management
Chief Risk Officer: Implements an effective risk management framework and provides daily oversight of risk.
Chief Information Officer: Provides updates to the Audit Committee on cyber trends, incidents, risks, and the Company's response systems and mitigation strategies on an annual and as needed basis.
Internal Audit: Provides reliable and timely information to our Board, Audit Committee and management regarding our Company’s effectiveness in identifying and appropriately controlling risks.
Management Risk Committee: Reviews significant risk events, emerging risks and drivers of risk. Serves as the most senior management-level risk governance body at the Company, and reviews on an ongoing basis key enterprise risks. Provides oversight for all risk management activities, including the risk framework.

Corporate Governance Principles and Code of Conduct
Our Board has adopted Corporate Governance Principles that set forth our corporate governance objectives and policies and, subject to our Bye-laws, govern the functioning of the Board. Our Corporate Governance Principles are available through the "Investors — Corporate Governance" section of our website, www.bunge.com. Please note that information contained in or connected to our website is not intended to be part of this proxy statement.
The Code of Conduct sets forth our commitment to ethical business practices, reinforces various corporate policies and reflects our values, vision and culture. Our Code of Conduct applies to all of our directors, officers and employees worldwide, including our CEO and senior financial officers. Our Code of Conduct is available on our website. We intend to post amendments to and waivers of (to the extent applicable to certain officers and our directors) our Code of Conduct on our website.
Executive Sessions of Our Board
Our Corporate Governance Principles provide that the non-management directors shall meet without management directors at regularly scheduled executive sessions and at such other times as they deem appropriate. Our Board meets in executive session without management directors present at each regularly scheduled Board meeting. Our non-executive, independent Board Chair presides over these sessions.
Communications with Our Board
To facilitate the ability of shareholders to communicate with our Board and to facilitate the ability of interested persons to communicate with non-management directors, the Board has established a physical mailing address and an electronic address to which such communications may be sent, which is available on our website, www.bunge.com, through the "Investors — Corporate Governance" section.
Communications received are initially directed to our legal department, where they are screened to eliminate communications that are merely solicitations for products and services, items of a personal nature not relevant to us or our shareholders and other matters that are improper or irrelevant to the functioning of the Board or Bunge. All other communications are forwarded to the relevant director, if addressed to an individual director or a committee chair, or to the members of the Corporate Governance and Nominations Committee if no particular addressee is specified.
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Board Member Attendance at Annual General Meetings
It is the policy of our Board that our directors attend each annual general meeting of shareholders. In 2021, all nominees who were serving as directors at the time attended our annual general meeting.
Shareholder Outreach and Engagement
Shareholder outreach is a key priority of our Board and management, and through our shareholder outreach program, we engage with our investors to gain valuable insights into the current and emerging issues that matter most to them, including with respect to corporate governance, executive compensation, sustainability, human capital management, diversity and inclusion, and other matters. Over the past several years, our independent Board Chair and management have engaged with institutional investors representing approximately 40% to 50% of our issued and outstanding shares. Additionally, outside of the shareholder outreach program, we interact with institutional and individual shareholders throughout the year on a wide range of issues. Feedback from these discussions is relayed to the Board of Directors and is a key element in the development of our governance, compensation and sustainability policies, as well as the ongoing evaluation of our business strategy and performance.
For example, as a result of feedback received and collaboration with our shareholders in recent years we have:
taken significant action to refresh our Board and the leadership and composition of our Board committees;
made meaningful changes to our executive compensation program;
enhanced our proxy disclosures with respect to the composition, skill sets and diversity of our Board;
enhanced our sustainability policies and programs, particularly with respect to addressing deforestation risks in our supply chain, climate-related risks and water sustainability;
updated our Corporate Governance Principles to enhance our Board membership criteria, including the addition of a diversity policy and director succession planning;
updated our committee charters to clarify the roles and responsibilities with respect to ESG matters; and
implemented full declassification of our Board.
The Board will continue to seek investor input in furtherance of its commitment to enhancing our governance practices and building long-term shareholder value.
Environmental, Social and Governance
We incorporate sustainability into many areas of our business, from how we plan and develop our strategic goals, compensate employees and operate our facilities to how we engage with our customers, suppliers, employees, communities and other stakeholders. We strive to make decisions across our value chain built on a foundation of ethical leadership, accountability and environmental stewardship. We urge sustainability and responsibility along the supply chain from the farm to the table and work collaboratively with our value chain partners to realize these ambitions at scale.
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“We serve customers at both ends of the value chain – from farmers to consumers. This position gives us a unique view on just how critical sustainability has become at each step along the way. We connect with our partners to help them realize their sustainability goals as we work together to achieve success across our common challenges and opportunities.”
–Robert Coviello
  Chief Sustainability Officer and Government Affairs
We believe that our position in the global food system enables us to unite diverse stakeholders – from farmers to consumers, NGOs and governments — and to promote actions that help to support sustainable agriculture.
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Our key areas of growth – expansion of our oilseed processing and origination capabilities, production of renewable feedstocks, increasing our plant lipids portfolio and development of new plant-based protein ingredients – are not only central to our business strategy but also a testament to the alignment of sustainability with our corporate vision.
In the past two years, company-wide improvements enabled Bunge to take advantage of improved market conditions and generate record earnings, which we expect will position us for long-term success. We aim to provide value for our shareholders while continuing to accelerate our focus on sustainable business opportunities that contribute to more climate-friendly agribusiness and food systems.
To meet today's challenges and contribute to the solutions ahead, we have defined sustainability goals that incorporate activities and commitments supporting three key areas:
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Action on Climate
We implement innovative solutions to minimize our environmental footprint and support projects and activities that strengthen our approach to fighting climate change
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Responsible Supply Chains
We promote sustainable agriculture and implement robust projects that protect and improve the environment, while supporting the social and economic well-being of growers and local communities
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Accountability
We aim to be an accountable leader within our industry, helping to raise the bar on our sector’s performance by regularly tracking and disclosing progress on our commitments and sustainability performance
Bunge’s Board has established five board committees that oversee Bunge’s governance, compensation, risk management and sustainability practices, including climate-related risks and opportunities.
Oversight of sustainability at Bunge is led by the Sustainability and Corporate Responsibility Committee and specific related sustainability responsibilities are integrated across other Board committees. The Sustainability and Corporate Responsibility Committee oversees and provides input on the development of sustainability and corporate social responsibility policies, strategies and programs of the Company.
The Corporate Governance and Nominations Committee has the overall responsibility for overseeing, among other things, Bunge’s governance frameworks and board practices, as well as the identification of qualified board candidates with the appropriate skills, diversity and experience to oversee Bunge’s business.
The Human Resources and Compensation Committee oversees our compensation framework, governance, guidelines and performance criteria, which includes Environmental, Social and Governance ("ESG") and human capital metrics.
The Enterprise Risk Management Committee evaluates climate-related risks and exposures in connection with its periodic review of other enterprise risks facing the Company, and management's risk mitigation strategies.
The Audit Committee periodically evaluates non-financial reporting practices and requirements which may impact the Company's regulatory filings, including ESG risks.
We mitigate against climate change risks we face by integrating carbon-focused decision-making across our organization. We are working to minimize our environmental footprint and take action to reduce greenhouse gas emissions through our commitment to climate action. In 2021, we announced SBTs with an aim to achieve absolute reductions in carbon emissions for our own operations and in our supply chains. To meet these targets, Bunge expects to make significant enhancements across our global operations, promote regenerative farming practices and emphasize decarbonization in shipping and logistics.
A substantial portion of emissions reduction within our supply chains, known as Scope 3 emissions, are tied to our industry-leading commitment to have deforestation-free supply chains in 2025. Progress against this commitment remains strong, as we achieve improved traceability and monitoring figures to our sourcing in the high priority geographies of the world.
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In December 2021, we closed on the refinancing of our $1.75 billion, three-year revolving credit facility. The interest rate is linked to our credit ratings and to five core sustainability targets, creating a meaningful connection between Bunge’s capital structure and sustainability strategy.
As of January 1, 2021, performance-based sustainability goals are a component of the annual incentive bonuses paid to our executive team and over 5,500 of our employees. Our compensation framework is based on a pay-for-performance philosophy with payout now directly impacted by our attainment of certain sustainability targets.
Bunge's ESG disclosure platforms and our efforts to integrate sustainability into our business and supply chains have led to increased ESG disclosure scores year-over-year.
For more information about our sustainability efforts, annual reports and dashboards, please visit www.bunge.com/sustainability.
Human Capital Management
Our culture of trust, accountability, collaboration and innovation starts with inclusion and recognition of the importance of having different perspectives in our global workforce. We care about our people. We listen, empower, develop and reward them, driving high levels of engagement and commitment to Bunge. From hiring the best talent, to inclusion and diversity initiatives, and through career development, total rewards, and wellness, Bunge is committed to creating programs and resources that enhance our workplace environment and the employee experience, which support us in retaining and engaging our most valuable resource: our people.

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"We pride ourselves on ensuring Bunge remains an employer of choice in the markets where we operate. We are committed to making sure the diverse voices of our employees are heard and their skills and passions are applied to achieving our business and sustainability goals around the world.”
–Deborah Borg
Chief Human Resources and Communications Officer

2021 Workforce Highlights
Global Female Diversity
84% Y
Employee Engagement
Reduction in Total Recordable Injury Rate

q 5% YOY
16%
Leadership
40%
Total SG&A(1) Population
Named to Newsweek's List of Most Loved Workplaces
for 2021
Overall female population 23%
We believe in social responsibility, community development projects and philanthropy. Bunge participates in and sponsors activities that support communities where we operate around the world.
U.S. Minority(2)
28%
Leadership
26%
Overall Population
~22,700
Employees Globally
(1) SG&A stands for Selling, General and Administrative and generally encompasses our non-industrial, global corporate support functions
(2) U.S. Minority encompasses all non-White race categories of employees tracked within the United States

Bunge's workforce is distributed globally with South America representing the largest portion of the workforce.
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EMEA = Europe, Middle East, Africa
Our Board plays an important role in the oversight of talent management and culture at Bunge and our Human Resources and Compensation Committee devotes time each quarter to engage on strategic talent management and total rewards initiatives.
Diversity, Equity & Inclusion
We know we are most successful in achieving our goals when we have diversity of talent and thought, and an inclusive and equitable culture that values all voices. We pride ourselves on our international diversity, and the diversity of experience and industry backgrounds of our workforce. It is a top priority for us to continue advancing diversity, equity and inclusion within our organization, the industry and the communities where we live and work.
We are one of the founding members of Together We Grow, an industry consortium made up of corporations, NGO's and academic institutions that aim to build a skilled, diverse and inclusive workforce in the United States. Since 2016, we have helped develop action plans to create an ecosystem within our industry that supports diverse talent.
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In 2021, we signed the CEO Action for Diversity & Inclusion, joining a wide range of industry leaders in pledging to advance diversity and inclusion within the workplace – with the goal of building inclusive workplace environments where employees feel empowered to bring their authentic selves to work.
In 2021, we joined the Paradigm for Parity® coalition – committing to address gender parity in corporate leadership positions. In partnership with the coalition, we’ll work to achieve gender equality throughout our leadership structure by 2030 – a critical step in ensuring diversity of thought is represented at Bunge.
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Bunge’s Diversity, Equity & Inclusion Pillars align our actions to three primary areas:
Workforce Representation and Inclusive Environment
Social Responsibility and
Community Outreach
Accountability
We are committed to attract, retain, engage and advance talent that is representative of the communities we live in and the customers we serve
We provide equitable opportunities for recruitment and promotion and create an environment that welcomes and celebrates individual uniqueness
We position ourselves as an employer of choice, a good corporate citizen and leader in the agribusiness and the food industry
We use our position as a global leader to make a positive impact on our communities and the world
We champion fair labor practices and foster inclusion and equity in our supplier network and in the communities where we operate
We hold ourselves accountable to enhancing diversity representation and inclusion in our workforce
We develop effective processes, systems and measures to track progress
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Public Policy Engagements
Lawmakers and agency officials govern and regulate many aspects of our industry and can have considerable influence on our success. Therefore, we believe political advocacy is an important way to support our business interests and contribute positively to the communities where we operate. Accordingly, senior leadership and our Board encourage involvement in activities that advance Bunge’s goals. We support political candidates that align with our values and business principles and who have strong connections to areas where we have facilities. In addition, we are members of organizations that may contribute to dialogue and political action on agricultural, food and biofuel issues.
As a company, we engage in activities that include lobbying, making contributions to candidates from our employee-funded political action committee ("PAC"), and participating in trade associations. In light of the events that took place on January 6, 2021 at the U.S. Capitol building, the Bunge PAC decided to pause all political contributions to allow the Bunge PAC board of directors (the "PAC board") sufficient time to reassess its federal candidate evaluation process. The PAC board approved a resolution codifying the decision-making process for which candidates the Bunge PAC will support. The resolution includes criteria such as: presence of a Bunge facility in the candidate’s district; key committee assignment; leadership position; and support for key issues. In October 2021, after consultation with our executive leadership team and the Corporate Governance and Nominations Committee of the Board, the PAC board restarted contributions to federal candidates meeting the new criteria.
The Corporate Governance and Nominations Committee periodically reviews the political contribution program, including political contributions made by the Bunge PAC.
To learn more about our political engagement and contributions, and to view our lobbying and contributions disclosures, please visit bunge.com/corporate-governance/political-contributions.
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DIRECTOR COMPENSATION
Our compensation program for non-employee directors is designed to enable us to attract, retain and motivate highly qualified directors to serve on our Board. It is also intended to further align the interests of our directors with those of our shareholders. Annual compensation for our non-employee directors in 2021 comprised a mix of cash and equity-based compensation. The Human Resources and Compensation Committee annually receives competitive information on the status of Board compensation for non-employee directors from its independent compensation consultant and is responsible for recommending to the Board changes in director compensation. In 2021, no changes were made to the compensation of the Board of Directors.
Directors' Fees
Non-employee directors received the following fees in 2021:
Each member of the Audit Committee receives an annual fee for the added workload and responsibilities of this committee.

No fees are paid for services as a member of any other committee.

If the Board and/or a committee meets in excess of 10 times in a given year, each non-employee director receives a fee of $1,000 for each additional meeting attended.

Non-employee directors are reimbursed for reasonable expenses incurred by them in attending Board meetings, committee meetings and shareholder meetings.
Non-Employee Director CompensationDirector
Annual Cash Retainer Fee
All Non-Employee Directors$100,000
Non-Executive Chair (supplemental)$100,000
Annual Equity Award
All Non-Employee Directors$140,000
Non-Executive Chair (supplemental)$150,000
Committee CompensationMemberChair
Annual Fee - Audit Committee$10,000$20,000
Annual Fee - All Other Committees$—$15,000
Non-Employee Director Share Ownership Guidelines
To further align the personal interests of the Board with the interests of our shareholders, the Board has established share ownership guidelines for the minimum amount of common shares that are required to be held by our non-employee directors. These guidelines are required to be met within five years of a non-employee director's initial appointment or election to the Board. For non-employee directors, the guideline is five times the annual cash retainer fee paid by Bunge to its non-employee directors (i.e., $500,000). Shares deemed to be owned for purposes of the share ownership guidelines include only shares owned directly. Unvested restricted stock units do not count toward satisfaction of the guidelines. We have not granted any stock options under the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan, as Amended and Restated. Furthermore, our non-employee directors are required to hold 100% of the net shares acquired through the equity incentive plans until the guidelines are met.
Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan
The Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan, as Amended and Restated (the "2017 NED Plan"), was approved by our shareholders in May 2021. The 2017 NED Plan, unless otherwise determined by the Human Resources and Compensation Committee, provides for an annual equity award to each non-employee director as of the date of our annual general meeting of shareholders. A non-employee director who is elected or appointed to the Board other than on the date of an annual meeting shall receive, as of the date of such election or appointment, a pro rata portion of the awards made to non-employee directors generally on the immediately preceding date of grant based on the number of days from the date of election or appointment to the next annual meeting, divided by 365. The value, type and terms of such awards are determined by the Human Resources and Compensation Committee; however, the grant date fair value of all awards payable in common shares for services rendered by each non-employee director during any calendar year may not exceed $540,000. We may grant non-qualified stock options,
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stock appreciation rights, restricted stock units and other forms of awards that generally are based on the value of our common shares under the 2017 NED Plan. Unless otherwise determined by the Human Resources and Compensation Committee, equity awards generally vest on the date of the first annual general meeting of shareholders following the applicable grant date, provided the director continues to serve on the Board until such date. To date, we have granted only restricted stock units under the plan. Unless prohibited by the 2017 NED Plan or the Human Resources and Compensation Committee determines otherwise prior to a change in control, upon the occurrence of a change in control and either (i) a successor fails to assume, substitute or replace outstanding awards or (ii) a non-employee director’s service is terminated on or before the occurrence of the first anniversary of the change in control: (1) any restricted stock units and other forms of award shall immediately vest; and (2) any outstanding and unvested non-qualified stock options and stock appreciation rights shall become immediately exercisable. The 2017 NED Plan provides that up to 320,000 common shares may be issued under the plan. As of December 31, 2021, 135,435 shares had been granted, inclusive of dividend equivalents.
Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging
Our insider trading and pre-clearance policy prohibits directors, officers, employees and entities controlled by them, among others, from engaging in short sale transactions in our securities, holding our securities in margin accounts or pledging our securities as collateral. Additionally, directors, members of our executive committee and entities controlled by them, among others, are further prohibited from owning, holding, purchasing, selling, exercising, converting or otherwise acquiring or benefiting from any derivative securities, including puts, calls, equity collars, straddles, forward contracts and similar instruments that may be used as part of a hedging, tax, risk management or other strategy (other than stock options, restricted stock or restricted stock units issued by us).
Director Compensation Table
The following table sets forth the compensation for non-employee directors who served on our Board during the fiscal year ended December 31, 2021.
Non-Employee Director Compensation
NameFees Earned or Paid in Cash ($)
Stock Awards(1)(2)($)
Total ($)
Sheila Bair$119,808$139,937$259,745
Vinita Bali(3)
$38,077$—$38,077
Carol Browner$115,000$139,937$254,937
Paul Fribourg$100,000$139,937$239,937
J. Erik Fyrwald$115,000$139,937$254,937
Bernardo Hees$100,000$139,937$239,937
Kathleen Hyle$205,192$289,863$495,055
Michael Kobori$18,478$73,599$92,077
Kenneth Simril$20,326$73,599$93,925
Henry "Jay" Winship$120,000$139,937$259,937
Mark Zenuk$125,000$139,937$264,937
(1)Each of the non-employee directors serving on the Board on the close of business on Bunge's May 5, 2021 Annual General Meeting received an annual grant of 1,583 restricted stock units. In addition, as part of Ms. Hyle's compensation for serving as non-executive Chair, she was granted an additional 1,696 restricted stock units. Annual grants vest on the first anniversary of the date of grant (May 05, 2022), provided the director continues to serve on the Board on such date. Following their appointment to the Board on October 25, 2021, Messrs. Kobori and Simril received a prorated annual grant of 832 restricted stock units vesting on May 05, 2022. The average of the high and low sale prices of our common shares on the NYSE was $88.40 on May 5, 2021 and $88.46 on October 25, 2021.
(2)The amounts shown reflect the full grant date fair value of the award for financial reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021, regarding assumptions underlying the valuation of equity awards. Other than the restricted stock units reported above and associated dividend equivalents, no director had any other stock awards outstanding as of December 31, 2021. The number of awards granted excludes dividend equivalents. The closing price of our common shares on the NYSE on December 31, 2021 was $93.36.
(3)Ms. Bali did not stand for re-election at the May 5, 2021 Annual General Meeting and was not eligible for a stock award.
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SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to persons or entities who are known to Bunge to beneficially own 5% or more of our common shares, each member of our Board, each NEO and all directors and executive officers as a group as of March 14, 2022.
All holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares, and the voting rights attached to common shares held by our directors, executive officers or major shareholders do not differ from those that attach to common shares held by any other holder.
Under Rule 13d-3 of the Exchange Act, "beneficial ownership" includes shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not the shares are held for the individual's benefit.
Amount and Nature of Beneficial Ownership
 (Number of Shares) 
Beneficial Owner Direct or Indirect(1)
 Voting or Investment Power(2)
 Right to Acquire(3)
 Percent of Class(4)
Capital World Investors(5)
17,289,145 — — 12.2%
The Vanguard Group(6)
13,409,035 — — 9.5%
BlackRock, Inc.(7)
10,328,486 — — 7.3%
T. Rowe Price Associates, Inc.(8)
7,941,982 — — 5.6%
Non-Employee Directors
Sheila Bair 5,596 — 1,617 *
Carol Browner20,025 — 1,617 *
Paul Fribourg51,044 1,051,204 1,617 *
J. Erik Fyrwald26,985 — 1,617 *
Bernardo Hees11,496 — 1,617 *
Kathleen Hyle30,277 — 3,351 *
Michael Kobori— — 841 *
Kenneth Simril— — 841 *
Henry "Jay" Winship23,883 — 1,617 *
Mark Zenuk14,822 — 1,617 *
Named Executive Officers
Gregory Heckman368,268 — 623,332 *
John Neppl34,571 — 24,332 *
Brian Zachman63,230 — 50,866 *
Christos Dimopoulos26,128 — 58,978 *
Raul Padilla179,294 — — *
All directors and executive officers as a group (19 persons)987,040 1,051,204 922,242 2.2%
*Indicates beneficial ownership less than 1.0%.
(1)These shares are held individually or jointly with others, or in the name of a bank, broker or nominee for the individual's account or in a family trust. Excludes restricted stock units that remain unvested.
(2)This column includes other shares over which directors and executive officers have or share voting or investment power, including shares directly owned by corporate entities with whom they are presumed to share voting and/or investment power. Mr. Fribourg disclaims beneficial ownership of any shares to which he does not have a pecuniary interest.
(3)This column includes shares which non-employee directors and executive officers have a right to acquire through the vesting of restricted stock units or the exercise of stock options granted under our Equity Incentive Plans that have vested or will vest within 60 days of March 14, 2022.
(4)Applicable percentage ownership is based on 141,862,412 common shares issued and outstanding as of March 14, 2022.
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(5)Based on the information filed with the SEC on Schedule 13G/A on February 11, 2022: Capital World Investors reported beneficial ownership of 17,289,145 shares, sole voting power as to 17,236,610 of the shares and sole dispositive power as to 17,289,145 of the shares. The principal business address of Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
(6)Based on information filed with the SEC on Schedule 13G/A on February 9, 2022: The Vanguard Group reported beneficial ownership of 13,409,035 shares, shared voting power as to 119,140 of the shares, sole dispositive power as to 13,109,631 of the shares and shared dispositive power as to 299,404 of the shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(7)Based on information filed with the SEC on Schedule 13G/A on February 3, 2022: BlackRock, Inc. reported beneficial ownership of 10,328,486 shares, sole voting power as to 8,983,572 of the shares and sole dispositive power as to 10,328,486 of the shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(8)Based on the information filed with the SEC on Schedule 13G/A on February 14, 2022: T. Rowe Price Associates, Inc. reported beneficial ownership of 7,941,982 shares, sole voting power as to 3,490,088 of the shares and sole dispositive power as to 7,941,982 of the shares. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Policy for the Review and Approval of Related Person Transactions
Various policies and procedures, including our Code of Conduct, Corporate Governance Principles, Conflict of Interest Policy, and annual questionnaires and/or certifications completed by our directors and executive officers, require disclosure of and/or otherwise identify transactions or relationships that may constitute conflicts of interest or may require disclosure under applicable SEC rules as "related person transactions". Our Corporate Governance and Nominations Committee has adopted a written policy for the review and approval of related person transactions. This policy is designed to operate in conjunction with and as a supplement to the provisions of our Code of Conduct. These transactions are also reviewed in the context of making annual independence determinations regarding directors. See "Corporate Governance - Board Independence" on page 17 of this proxy statement for further information.
Under the policy, our legal department will review all actual and proposed related person transactions presented to or identified by it and then submit any transaction in which a related person is reasonably likely to have a direct or indirect material interest to the Corporate Governance and Nominations Committee for review and approval or ratification. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominations Committee will consider all the available and relevant facts and circumstances, including, but not limited to, (a) whether the transaction was the product of fair dealing, (b) the terms of the transaction and whether similar terms would have been obtained from an arm's length transaction with a third party and (c) the availability of other sources for comparable products or services. The policy also identifies certain types of transactions that our Board has identified as not involving a direct or indirect material interest and are, therefore, not considered related person transactions for purposes of the policy. For purposes of the policy, the terms "related person" and "transaction" have the meanings contained in Item 404 of Regulation S-K of the SEC.

DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than 10% of the Company’s common shares to file reports of their ownership in the equity securities of the Company and its subsidiaries and of changes in that ownership with the SEC. SEC regulations also require the Company to identify in this proxy statement any person subject to this requirement who failed to file any such report on a timely basis. To our knowledge, based solely on a review of the filed reports and written representations that no other reports are required, we believe that each of the Company’s directors and executive officers complied with all such filing requirements during 2021.


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PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Pursuant to the rules of the SEC, we are required to provide shareholders with a non-binding advisory "say-on-pay" vote to approve the compensation of our Named Executive Officers ("NEOs") as disclosed in the Compensation Discussion & Analysis ("CD&A"), accompanying compensation tables and related narrative disclosures on pages 35 through 54 of this proxy statement. The Board recognizes the importance of our shareholders' opportunity to cast an advisory say-on-pay vote as a means of expressing views regarding the compensation of our NEOs. Between 2014, when we began our annual shareholder engagement program, and 2020, an average of 86% of votes cast were in favor of our executive compensation program. In 2021, 94.4% of the shares voted on the say-on-pay proposal were voted "for" the proposal.
Our compensation philosophy is to pay-for-performance, support our business goals, align the interests of management and our shareholders, and offer competitive compensation arrangements to attract, retain and motivate high-caliber executives. Our Human Resources and Compensation Committee regularly reviews our executive compensation program to ensure alignment with our business strategy and compensation philosophy. Additionally, our executive compensation program has been designed to appropriately balance risks and rewards and discourage excessive risk-taking by our executives.
For the reasons highlighted above, and more fully discussed in the CD&A, the Board unanimously recommends that shareholders vote in favor of the following advisory resolution:
"RESOLVED, that the shareholders approve the compensation of the NEOs as disclosed pursuant to Item 402 of Regulation S- K, including the CD&A, the accompanying compensation tables and related narrative disclosure in this Proxy Statement."
You may vote "for" or "against" this proposal, or you may abstain from voting. Although the vote on this Proposal 2 is advisory and non-binding, the Human Resources and Compensation Committee and the Board will review the voting results on the proposal and will consider shareholder views in connection with our executive compensation program.

R
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
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COMPENSATION DISCUSSION AND ANALYSIS
This CD&A provides an overview of our executive compensation program and an analysis of the decisions made with respect to the compensation of our Named Executive Officers ("NEOs") in 2021.
Named Executive Officers 
For 2021, our NEOs were as follows:
NameTitle as of December 31, 2021
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Gregory HeckmanChief Executive Officer
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John NepplExecutive Vice President, Chief Financial Officer
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Brian ZachmanPresident, Global Risk Management
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Christos DimopoulosPresident, Global Supply Chains
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Raul Padilla
Special Advisor to the CEO (1)
(1)    In March 2021, Bunge announced Mr. Padilla's retirement and in April 2021 he was named Special Advisor to the CEO.

COMMITMENT TO SHAREHOLDERS
Shareholder Engagement
Strong governance, driven by best practice and feedback from shareholders. We annually submit our executive compensation program to a shareholder advisory say-on-pay vote. We value the opinions of our shareholders as expressed through this vote and other communications. Through our robust engagement outreach program, we receive valuable feedback on the issues that are most important to our shareholders, including our executive compensation program, governance, sustainability, director skills and diversity, corporate responsibility and our business and strategic direction. Since we began our shareholder outreach, our non-executive Board Chair and members of our senior management team have engaged with institutional investors representing approximately 40 - 50% of our issued and outstanding shares annually.


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2021 Say-on-Pay Vote
At our 2021 Annual General Meeting, over 94% of the votes cast on our annual say-on-pay vote were in favor of our executive compensation program. We attribute this favorable support to our response to shareholder feedback, as well as the Human Resources and Compensation Committee's consideration of competitive market practices, and its goal of linking executive pay and performance. The following enhancements to our compensation programs went into effect in 2021:
Applied distinct metrics to the short-term and long-term incentive plans
Short-term incentive plan: Funded based on Adjusted Profit Before Taxes before certain incentive payouts ("Adj PBT(I)"), then modified by objectives driven by operational performance, Environmental, Social and Governance ("ESG") and Human Capital Management ("HCM") goals
Long-term incentive plan: Return on Invested Capital ("ROIC") was replaced with Adjusted Return on Invested Capital ("AROIC") to account for mark-to-market timing differences and to adjust for readily marketable inventories
Re-weighted the long-term incentive to have a greater portion (60%) tied to performance and aligned Earnings Per Share ("EPS") and AROIC targets to our externally stated goals
Added Relative Total Shareholder Return ("RTSR") as a modifier to the long-term incentive

OVERVIEW
Pay and Performance
Performance drives pay. The Human Resources and Compensation Committee actively monitors the relationship between pay and performance, and strives to maintain a strong relationship between the two.
Bunge's executive compensation philosophy is built upon a strong foundation of linking pay with performance1Align the interests of executives with long-term interests of shareholdersThe majority of each executive's pay opportunity is delivered in the form of performance-based incentives with multi-year vesting
2Drive business goals and strategiesIncentive plan targets are directly tied to strategic business goals and initiatives, and are based upon metrics that drive long-term value creation
3Reward profitable growth and increased shareholder value
Performance metrics balance earnings growth and returns on investment and the pay mix delivers a majority of pay through equity, resulting in realized compensation in-line with the creation of long-term shareholder value
In 2021, we added certain performance-based ESG and HCM goals as a component of the annual incentive bonuses paid to our executive team and over 5,500 of our employees. The resulting payout is now directly impacted by our attainment of certain diversity and sustainability targets.
In addition, we are committed to clarity of compensation disclosures and maintaining strong compensation governance practices to support the pay-for-performance principles of our executive compensation program. Our culture closely aligns the program with the interests of our shareholders.

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WHAT WE DOWHAT WE DON'T DO
P
We Do award more than 50% of target total compensation for our NEOs and 76% for our CEO in long-term equity-based incentives
O
We Don't allow repricing of stock options or buy out underwater stock options without shareholder approval
P
We Do have long-term incentives that are majority performance-based
O
We Don't have single trigger change of control provisions
P
We Do use multiple performance metrics for short-term and long-term awards
O
We Don't have golden parachute excise tax gross ups
P
We Do have comprehensive disclosure of metrics and goals following each performance period
O
We Don't allow hedging or pledging of Company shares or holding company shares in margin accounts
P
We Do have robust share ownership guidelines for directors, executive officers and other senior leaders
O
We Don't allow transactions by directors, officers and Company insiders in Company stock without pre-clearance
P
We Do conduct an annual compensation risk assessment for employee incentive plans
O
We Don't have excessive executive perquisites
P
We Do have a clawback policy
Pay Structure and Highlights
Highly performance leveraged and focused on long-term equity incentives. In furtherance of aligning our executive compensation program with shareholders' interests, it is our practice to deliver the majority of NEO compensation in the form of performance-based equity awards with multi-year vesting. In addition, we have a longstanding history of delivering the majority of long-term incentives in performance-based restricted stock units ("PBRSUs") that are only earned upon achievement of pre-established financial goals. For 2021, the Human Resources and Compensation Committee decided to eliminate stock option awards and re-weight the long-term incentive mix to have a greater portion tied to performance-based awards: 60% PBRSUs and 40% time-based restricted stock units ("TBRSUs") for all NEOs. The Human Resources and Compensation Committee will continue to revisit this mix annually.
Key Elements of 2021 Executive Compensation
Pay ElementPay PhilosophyComponentsPerformance Link
Base SalaryVaries based on experience, skill level, individual contributions and geographic circumstancesCash
100%
Sustained individual performance
Annual Incentive Plan ("AIP")(1)
Driven by achievement of the company and individual performance against strategic priorities
Cash
100%
Financial — 80%Adj PBT(I)
+/- Scorecard Objectives Modifier
Individual / Strategic Goal — 20%
Long-Term Incentive Plan
("LTIP")
Aligns interests of executives with shareholders and drives achievement of sustained long-term value creationPBRSUs
60%
3-Year Cumulative EPS — 50%
3-Year Average AROIC — 50%
3-Year RTSR — +/-25% Modifier
TBRSUs
40%
Stock Price Appreciation
(1)In place of the AIP, leaders of agribusiness supply chains and risk management are eligible for the annual Risk Management & Optimization Award ("RM&O") incentive award. Details regarding the RM&O incentive award are set forth on page 45 of this proxy statement.
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Target Mix of Executive Compensation
Our CEO’s target total compensation (base salary, target annual cash incentive and target value of equity awards at grant) includes a mix of pay that is heavily weighted to long-term, equity-based incentives (76%). On average, our NEOs other than our CEO have 58% of total compensation targeted to be paid in long-term, equity-based incentives.
CEO Target Total Compensation Mix(1)
Other NEO Target Total Compensation Mix(1)
compensationmixceoa.jpg
compensationmixotherneoa.jpg

DETERMINING COMPENSATION
Role of the Human Resources and Compensation Committee
Ensure strong governance and adherence to pay for performance principles. The Human Resources and Compensation Committee is composed entirely of non-employee independent directors and is responsible for the governance of our executive compensation program, including but not limited to designing, reviewing and overseeing administration of the program. Each year, the Human Resources and Compensation Committee reviews and approves all compensation decisions relating to the NEOs. Generally, all decisions with respect to determining the amount or form of NEO compensation are made by the Human Resources and Compensation Committee in accordance with the methodology described below.
When making compensation decisions, the Human Resources and Compensation Committee analyzes data from the comparator groups described on page 40 of this proxy statement, as well as tally sheets prepared by our human resources department for each of the NEOs.
In addition to reviewing data from the comparator groups and tally sheets, the Human Resources and Compensation Committee also considers several factors that it deems important in setting target total direct compensation for each NEO:
Individual responsibilities, experience and achievements of the NEO and potential contributions towards our performance;
Input and recommendations from the independent compensation consultant;
Recommendations from the CEO and Chief Human Resources and Communications Officer (for officers other than themselves); and
Historical relationship between pay and performance against the peer group.
The differences in target compensation levels among our NEOs are primarily attributable to the differences in the median range of compensation for similar positions in the comparator groups and the factors described above.
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Role of Executive Officers
Assist in executing on our pay for performance strategy. The CEO assists the Human Resources and Compensation Committee in setting the strategic direction of our executive compensation program, evaluates the performance of the NEOs (excluding himself) and makes recommendations to the Human Resources and Compensation Committee regarding their compensation in consultation with the Chief Human Resources and Communications Officer. Although it gives significant weight to the CEO's recommendations, the Human Resources and Compensation Committee retains full discretion in making compensation decisions. The CEO is not present during the deliberations on his compensation. The CEO and the Chief Human Resources and Communications Officer also participate in developing and recommending the performance criteria and measures for our NEOs under our annual and equity incentive plans for consideration by the Human Resources and Compensation Committee.
No other executive officers participated in the executive compensation process for 2021. Our human resources department, under the supervision of the Chief Human Resources and Communications Officer, also supports the Human Resources and Compensation Committee in its work and implements our executive compensation program.
Role of Independent Compensation Consultant
Provide independent advice toward the fulfillment of the Human Resources and Compensation Committee's mission. Pursuant to its charter, the Human Resources and Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist in the performance of its duties. The Human Resources and Compensation Committee has sole authority to retain or terminate any such advisors and to approve their fees.
The Human Resources and Compensation Committee has retained Semler Brossy Consulting Group ("Semler Brossy") as its independent compensation consultant to provide information, analysis and objective advice regarding our executive compensation program. Management has no role in the Human Resources and Compensation Committee selecting Semler Brossy. The Human Resources and Compensation Committee periodically meets with Semler Brossy to review our executive compensation program and discuss compensation matters. For 2021, Semler Brossy performed the following functions at the Human Resources and Compensation Committee's request:
Assisted the Human Resources and Compensation Committee in its review and assessment of the peer group for the purpose of providing competitive market information for the design of executive compensation programs;
Compared each element of the NEOs' target total direct compensation opportunity with the corresponding compensation elements for the comparator groups to assess competitiveness;
Prepared an analysis of pay and performance relative to the peer group to support the Human Resources and Compensation Committee's goal of aligning our executive compensation program with shareholders' interests;
Prepared the compensation risk assessment in relation to our executives;
Advised the Human Resources and Compensation Committee on competitive pay practices for non-employee director compensation;
Prepared presentations for the Human Resources and Compensation Committee on general U.S. trends and practices in executive compensation;
Supported the Human Resources and Compensation Committee in its review of this CD&A; and
Advised the Human Resources and Compensation Committee on the design of executive incentive programs and arrangements.
The Human Resources and Compensation Committee reviews its relationship with Semler Brossy annually. The process includes a review of the quality of the services provided, the fee structure for the services, and the factors impacting Semler Brossy's independence under the rules of the SEC and the listing standards of the NYSE. In March 2022, the Human Resources and Compensation Committee concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Human Resources and Compensation Committee.
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Competitive Market Positioning
Opportunities to earn superior pay for superior performance. We use various methods to determine the elements of our executive compensation program and review current compensation practices and levels. Our executive compensation program strives to provide a mix of base salary, target annual cash incentive awards and target annual long-term equity-based incentive award values (referred to, in aggregate, as target total direct compensation) that is aligned with the program's principles and objectives and is competitive with compensation provided by a peer group of selected publicly traded companies.
The Human Resources and Compensation Committee, in consultation with its independent compensation consultant, Semler Brossy, selects several peer companies having one or more of the following characteristics:
Peer Group Composition2021 Peer Group (n=17)
Industry
Agricultural, Chemicals, Fertilizers
Food Processing
Raw Materials
Logistics/Distribution
Air Products and Chemicals, Inc.
Alcoa Corporation
Archer-Daniels-Midland Company
Conagra Brands, Inc.
Corteva, Inc.
Dow Inc.
FedEx Corporation
General Mills, Inc.
International Paper Company
Kellogg Company
The Mosaic Company
Nutrien Ltd.
PPG Industries, Inc.
Sysco Corporation
Tyson Foods, Inc.
US Foods Holding Corp.
WestRock Company
Revenue
Revenue targeted between 0.2 to 1.5x Bunge
Preference for companies with more than 25% of revenue generated outside the United States
Market Capitalization
Market Capitalization targeted between 0.5 to 3.0x Bunge
Bunge has few direct competitors, so we have built a peer group comprising companies in relevant and adjacent industries that have similar global operations, scale and are of similar size to Bunge. These peers generally represent companies from which Bunge may attract talent and, therefore, provide the best comparison for the purpose of determining appropriate compensation levels.
The ratio of market capitalization relative to revenue in commodities-based businesses such as ours regularly results in our placing in the top quartile in revenue and the lower quartile in market capitalization within our peer group.
Bunge position (I) vs. 2021 Peer Group
0255075100
Revenue(1)
86th Percentile
Market Capitalization(1)
11th Percentile
(1)Based on data as of December 31, 2021.
The Human Resources and Compensation Committee periodically reviews the composition of the peer group and, as appropriate, updates it to ensure continued relevance and to reflect mergers, acquisitions or other business-related changes that may occur. For 2021, the composition of the companies comprising the peer group remained unchanged.
In determining NEO compensation, the Human Resources and Compensation Committee reviews a market analysis prepared by Semler Brossy, which includes equally weighted general industry and peer group compensation data provided by Willis Towers Watson and McLagan. This data enables the Human Resources and Compensation Committee to compare the competitiveness of NEO compensation based on their individual responsibilities and scope
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against comparable positions within our peer group and a broader general industry group of public companies. We refer to the peer group and other data sources collectively as the "comparator groups."
As an initial guideline, the Human Resources and Compensation Committee generally seeks to set target total direct compensation levels for the NEOs at levels that are competitive with the median of the comparator groups. Our executive compensation program retains the flexibility to set target total direct compensation above or below the median of the comparator groups in the Human Resources and Compensation Committee's reasonable discretion to recognize factors such as market conditions, job responsibilities, experience, skill sets and ongoing or potential contributions to Bunge. In addition, actual compensation earned in any annual period may be at, above, or below the median depending on the individual's and Bunge's performance for the year.

PRINCIPAL ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
Base Salary
Compensation for responsibilities, skill and experience. A portion of annual cash compensation is paid as base salary to provide NEOs with a competitive level of pay for the execution of their key responsibilities. Base salaries for the NEOs are reviewed on an annual basis, and in connection with a promotion, individual performance or other change in responsibilities. The Human Resources and Compensation Committee establishes base salaries for the NEOs based on several factors, including:
Evaluation of the executive's scope of responsibilities;
Experience, contributions, skill level and pay compared to comparable executives in the comparator groups;
Input and recommendations from Semler Brossy; and
Recommendations from the CEO, in consultation with the Chief Human Resources and Communications Officer, for each NEO, other than the CEO.
No NEOs received a base salary increase in 2021. There is no set schedule for base salary increases. Salary increases are periodically provided based on competitive factors or in connection with an increase in responsibilities. Base salaries are generally targeted at approximately the median level for comparable executives in the comparator groups. The Human Resources and Compensation Committee set the base salaries of the NEOs in 2021 as follows:
Executive
Base Salary
(as of 12/31/2021)
Gregory Heckman$1,200,000
John Neppl$700,000
Brian Zachman$650,000
Christos Dimopoulos(1)
$655,500
Raul Padilla(2)
$745,341
(1)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
(2)    Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.

The base salary earned by each NEO is set forth in the "Salary" column of the Summary Compensation Table on page 55 of this proxy statement.
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Annual Incentive Plan
Drive achievement of short-term progress toward long-term value creation. The Human Resources and Compensation Committee provides certain NEOs an opportunity to earn cash incentive awards under our Annual Incentive Plan ("AIP"), an annual, performance-based incentive plan that is directly related to the achievement of overall Company financial and predetermined strategic measures, aligned with our long-term strategy and goals. This same plan is available to a broad group of employees.
Target annual cash incentive award opportunities under the AIP are established by the Human Resources and Compensation Committee using analyses of comparable executives in the comparator groups and based on a percentage of each respective NEO's base salary. The Human Resources and Compensation Committee generally sets target annual cash incentive opportunities to be competitive with the median level for comparable executives in the comparator groups.
The following target annual incentive awards were established for the NEOs in 2021:
Executive
2021 Target Annual Incentive
Percent of Base Salary
2021 Target Annual Incentive
Award Opportunity
Gregory Heckman160%$1,920,000
John Neppl100%$700,000
Brian Zachman(1)
N/AN/A
Christos Dimopoulos(1)
N/AN/A
Raul Padilla(2)(3)
125%$310,559
(1)Messrs. Zachman and Dimopoulos participate in the RM&O incentive and, therefore, are not eligible for the AIP.
(2)Mr. Padilla's calculated award percent reflects proration to account for his transition to Special Advisor to the CEO in April 2021.
(3)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
No NEO received an increase in target annual incentive award opportunity for 2021. The actual annual incentive awards earned by each NEO may be above, at, or below the established target level based on Bunge's financial performance and the respective NEO's individual performance goals attained for the relevant year. In order to receive a partial incentive award under the AIP, a threshold level must be attained before a payout is made. Incentive opportunities are also subject to caps on the amounts that can be earned. For 2021, the NEOs were eligible to receive a payout ranging from 0% to 240% of their target annual incentive award opportunity shown in the far-right column in the table above. In order to earn a 240% payout, both financial and individual performance must be achieved at maximum levels of 250% and 200% of target, respectively.
For 2021, the Human Resources and Compensation Committee established the following performance weightings for NEOs under the AIP:
ExecutiveFinancial PerformanceIndividual Performance
Adj PBT(I) +/- ModifiersStrategic Objectives
Gregory Heckman80%20%
John Neppl80%20%
Brian Zachman(1)
N/AN/A
Christos Dimopoulos(1)
N/AN/A
Raul Padilla80%20%
(1) Messrs. Zachman and Dimopoulos participate in the RM&O incentive and, therefore, are not eligible for the AIP.


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Financial Performance
Maintain focus on One Bunge and overall Company performance. The annual incentive is heavily weighted (80%) toward the achievement of financial performance. For 2021, the AIP underwent a redesign, moving away from setting specific financial targets that are based on a set of assumptions, to a funding approach. The funding approach calculates a share of profit that is then allocated based on the individual incentive targets for each of the more than 5,500 employees in the plan. The funding approach will serve to remove a significant portion of variability in pay outcomes and align with overall results for shareholders. The main funding mechanism is Adj PBT(I). This may then be modified up or down by the scorecard objectives, which are driven by operational performance and ESG and HCM goals.
The AIP funding rate is evaluated annually by the Human Resources and Compensation Committee and set at a level that ensures 1) the range of outcomes is competitive to market, including payouts consistent with standard levels of probability, 2) no payout is generated unless cost of capital is achieved and 3) alignment of the target payout with our externally stated baseline earnings. The AIP funding rate for 2021 was set at 5% of Adj PBT(I), +/- 3% based on the modifiers, as established by the Human Resources and Compensation Committee on February 17, 2021.
5%

Adj PBT(I)
+/-3%

Modifier
Focus AreaScorecard Objectives
Operational PerformanceQuality of earnings relative to internal and external benchmarks
SG&A cost reduction
Growth of specialty platforms
ESG and HCMAchievement of Sustainability Index
Increase in diversity at the leadership level
The modifiers are quantifiable targets designed to advance progress in key strategic areas. In determining the impact of the modifiers, the Human Resource and Compensation Committee considered the following:
Quality of earnings relative to internal and external benchmarks — working capital usage; structural versus positioning results; and earnings mix
In 2021 , the Company performed as expected with the given market conditions, resulting in no impact to the modifier
SG&A cost reduction — cost savings targets versus business plan
In 2021 , the Company exceeded SG&A cost reduction goals; savings associated with travel restrictions as a result of the COVID-19 pandemic were given less weighting when determining the level of impact to the modifier
Growth in specialty platforms — economic EBIT in growth businesses versus business plan
In 2021 , the refined and specialty oils platforms realized a more than 200% improvement in Economic Earnings Before Interest and Tax, resulting in a positive impact to the full modifier for this objective
Achievement of Sustainability Index — emissions reduction; palm oil traceability to plantation; palm oil sourced from No Deforestation, No Peat, No Exploitation suppliers; and soy monitorable direct sourcing
In 2021 , two out of four sustainability targets were met while the others maintained at baseline, resulting in no impact to the modifier
Increase in diversity at the leadership level — increase in female diversity at senior director levels
In 2021 , although effort was undertaken to maintain the baseline in workforce representation, only one out of four targets were met, resulting in a partial reduction of the modifier
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Based on these accomplishments, The Human Resources and Compensation Committee certified the following actual results on January 20, 2022:
Funding MechanismFunding Rate
Adj PBT(I)5.00%
Modifier (Scorecard Objectives)
Operational PerformanceQuality of earnings relative to internal and external benchmarks
SG&A cost reduction+0.25%
Growth of specialty platforms+0.50%
ESG and HCMAchievement of Sustainability Index
Increase in diversity at the leadership level-0.25%
Final Funding Rate5.50%
Once the final funding rate is determined, it is multiplied by the Adj PBT(I) to come up with the total funding amount. This amount is divided by the Aggregate AIP Financial Performance Target, which is the sum of the total payout under the financial performance measure if each of the AIP participants were to achieve target payout based on their respective percent of base salary.
Adj PBT(I)xFinal Funding Rate÷Aggregate AIP
Financial Performance Target
=Payout of Financial Performance
The following table shows the implied Adj PBT(I) that would have resulted in Threshold, Target and Maximum payouts of the financial performance for the 2021 AIP with the 5.50% Final Funding Rate applied (dollar amounts are in millions of USD):
Performance Metric

Threshold
(30% Payout)
Target
(100% Payout)
Maximum
(250% Payout)
Actual
Results
Implied Adj PBT(I)(1)
$236$788$1,970$2,449311%
Payout of Financial Performance250%
(1) Based on an Aggregate AIP Financial Performance Target of $43M
(capped at max)
As noted in the 2021 Financial and Strategic Highlights on page 5 of this proxy statement, Bunge experienced its best performance year on record. In turn, the calculated result of the financial performance component of the annual incentive award was above our maximum payout and, therefore, capped at 250%.
Amounts used to determine performance of financial results are derived from our audited financial statements. Under the terms of the AIP, the Human Resources and Compensation Committee may adjust actual results achieved, in its discretion, if it determines that such adjustment is appropriate to reflect unusual, unanticipated or non-recurring items or events. Consistent with past practice and according to pre-established principles, in calculating payouts for 2021 AIP awards, the Human Resources and Compensation Committee chose to exclude certain gains and charges as disclosed in our earnings release filed on Form 8-K on February 9, 2022. These gains and charges were associated with (1) gain on the sale of our share of the Rotterdam Oils Refinery and an oils packaging facility in Mexico, (2) gain on the sale of a portfolio of interior grain elevators located in the United States, (3) impairment charge on classification as held-for-sale of our wheat milling business in Mexico, and (4) fixed asset impairment charge related to our share of an oils facility in China. No discretionary adjustments were made in response to the COVID-19 pandemic.

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Individual Performance
Reward successful execution of strategic initiatives. In addition to financial performance, each NEO was evaluated on the achievement of individual performance objectives that relate to the achievement of specific aspects of our business plans and strategies, as well as other initiatives relating to the NEO's position.
The individual performance component of the awards provides the Human Resources and Compensation Committee an opportunity to reward NEOs for achievement of performance objectives that drive overall Company success. These objectives are reviewed and approved by the Human Resources and Compensation Committee at the beginning of each year. For 2021, the individual objectives for our NEOs were aligned to three focus areas:
Operational Performance & Financial Discipline — drive SG&A cost improvement, develop an enterprise risk management scorecard, complete rewiring initiatives and implement the new operating model (system, process, policy and culture) and evolve and standardize our approach to counterparty risk;
Growth — deliver on the business plan for Proteins, develop value creation plans (digital, origination, renewable feedstocks and carbon footprint) and accomplish year-on-year growth with strategic customers; and
People & Purpose — develop frameworks, priorities and proof points to position Bunge in ESG, deliver on annual sustainability-linked loan commitments, drive actions to increase employee engagement and drive development actions for all executive and vice president succession candidates.
2021 Annual Incentive Award Determinations
The Human Resources and Compensation Committee reviews and approves the annual incentive awards based on audited financial results achieved against business results and individual performance as described above. The Human Resources and Compensation Committee seeks to set rigorous goals at the beginning of the year and evaluates preliminary payouts at year-end to ensure appropriate alignment of pay and performance.
The table below sets forth the actual annual incentive awards paid to each NEO for performance achieved in 2021:
Executive
2021 Calculated Award Percent of Target
2021 Actual Award Total Value
Gregory Heckman240%$4,608,000
John Neppl235%$1,645,000
Brian Zachman(1)
N/AN/A
Christos Dimopoulos(1)
N/AN/A
Raul Padilla(2)(3)
220%$683,229
(1)Messrs. Zachman and Dimopoulos participate in the RM&O incentive and, therefore, are not eligible for the AIP.
(2)Mr. Padilla's calculated award percent reflects proration to account for his transition to Special Advisor to the CEO in April 2021.
(3)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
The actual amount awarded to each NEO is also set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 55 of this proxy statement.
Annual Risk Management & Optimization Incentive Awards
As the leaders of Global Risk Management and Supply Chains respectively, Messrs. Zachman and Dimopoulos had responsibility for optimizing the financial contribution derived from managing the related physical and financial flows within our Agribusiness segment. This financial contribution results from optimizing the risk created from managing the timing differences of procuring from farmers when they are willing to sell and selling to customers when they are ready to buy. Accordingly, they participated in a separate performance-based annual cash incentive award opportunity in 2021—the RM&O incentive award.
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ExecutiveFinancial PerformanceRisk Management & Optimization
Adj PBT(I) +/- ModifiersRisk Adjusted Profit
Gregory Heckman(1)
N/AN/A
John Neppl(1)
N/AN/A
Brian Zachman25%75%
Christos Dimopoulos
25%75%
Raul Padilla(1)
N/AN/A
(1)Messrs. Heckman, Neppl and Padilla participate in the AIP and, therefore, are not eligible for the RM&O incentive.
A portion of this award opportunity reflects their roles as executive leaders in contributing to the overall success of the Company and is linked directly to the achievement of the same financial performance results as described for the AIP above: Adj PBT(I), modified by our achievement of scorecard objectives. The remainder of this award opportunity reflects the direct impact of each NEO on the earnings from trading, merchandising and positioning to maximize the earnings at risk in our asset base. The performance metric used for the RM&O incentive award is Risk Adjusted Profit, which we define as the aggregate contribution generated from optimizing the physical and financial flows of our Agribusiness value chains after applying working capital and risk capital charges to take into account the quality of earnings generated relative to the amount of capital utilized during the year. The award opportunity is intended to align the compensation we provide for these positions with the compensation provided to comparable executives in commodity-based environments in the comparator groups. The award is subject to a minimum necessary to be achieved before a payout under the award will occur. The award is also subject to a maximum for which the payout may not exceed. The following target RM&O incentive awards were established by the Human Resources and Compensation Committee for the below NEOs in 2021:
Executive
2021 Target RM&O
Percent of Base Salary
2021 Target RM&O
Award Opportunity
Gregory Heckman(1)
N/AN/A
John Neppl(1)
N/AN/A
Brian Zachman350%$2,275,000
Christos Dimopoulos(2)
300%$1,966,500
Raul Padilla(1)
N/AN/A
(1)Messrs. Heckman, Neppl and Padilla participate in the AIP and, therefore, are not eligible for the RM&O incentive.
(2)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
No NEO received an increase in target RM&O award opportunity for 2021. The actual annual incentive awards earned by each NEO may be above, at, or below the established target level based on Bunge's financial performance and the respective NEO's RM&O performance attained for the relevant year. Incentive opportunities are also subject to caps on the amounts that can be earned. For 2021, Messrs. Zachman and Dimopoulos were eligible to receive a payout ranging from 0% to 250% of their target RM&O award opportunity shown in the far-right column in the table above.
2021 RM&O Award Determinations
The Human Resources and Compensation Committee reviews and approves the RM&O incentive award based on the results achieved against the audited financials and risk metrics as described above. The Human Resources and Compensation Committee seeks to set rigorous goals at the beginning of the year and evaluates payouts at year-end to ensure appropriate alignment of pay and performance. The actual performance against RM&O goals are not disclosed as the Human Resources and Compensation Committee believes that disclosure could cause competitive harm to the Company.
In order to drive long-term value creation and ensure results are sustainable, the Human Resources and Compensation Committee requires that a portion of the RM&O incentive award payout be deferred in the form of restricted stock units over a three-year period and be at risk based on future performance of the Agribusiness value
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chains. The restricted stock units are eligible to be paid out in three annual installments commencing on the first anniversary of the grant date of the units, subject to reduction or forfeiture in the event of: (i) a cumulative annual risk management loss for the respective value chains during the deferral period; (ii) an executive's voluntary resignation of employment; or (iii) an executive's termination of employment by the Company for "cause."
The table below sets forth the actual RM&O incentive awards paid to each NEO for performance achieved in 2021:
Payout for 2021 Actual RM&O
Payout Mix for 2021 Actual RM&O
ExecutivePercent of TargetTotal ValueCashDeferral
Gregory Heckman(1)
N/AN/AN/AN/A
John Neppl(1)
N/AN/AN/AN/A
Brian Zachman250%$5,687,500$3,554,688$2,132,812
Christos Dimopoulos(2)
220%$4,326,357$2,777,710$1,548,647
Raul Padilla(1)
N/AN/AN/AN/A
(1)Messrs. Heckman, Neppl and Padilla participate in the AIP and, therefore, are not eligible for the RM&O incentive.
(2)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
The actual amount awarded to each NEO is also set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table on page 55 of this proxy statement.
Long-Term Incentive Plan
Aligns majority of pay with shareholder interests. The long-term equity-based incentive element of our executive compensation program is designed to incentivize actions that will drive sustainable, long-term value creation by providing NEOs with a continuing stake in our long-term success and to serve as an important component of retention. We further emphasize equity ownership by senior executives through the share ownership guidelines described on page 52 of this proxy statement.
Pursuant to the Equity Incentive Plan, the Human Resources and Compensation Committee primarily grants long-term incentive awards to NEOs in the form of PBRSUs and TBRSUs that vest upon continued service over a specified period of time.
Grants are generally made in the first quarter of each year, when compensation decisions for the year are made and after the public release of our year-end audited financial results. In limited, special situations, equity awards may be granted at other times in the event of a new hire, promotion, for retention purposes or to recognize exceptional performance.
The mix of long-term incentives for the 2021 annual grant cycle for the NEOs was 60% PBRSUs and 40% TBRSUs.
The Human Resources and Compensation Committee targets the value of the long-term incentive awards granted to the NEOs to provide total compensation opportunities that approximate the median of comparable executives in the comparator groups. The Human Resources and Compensation Committee also considers the following factors in determining the type and amount of long-term incentive awards:
feedback from shareholder engagement;
input and recommendation from its independent compensation consultant;
potential shareholder dilution;
share overhang (defined as the number of shares available for grant, plus outstanding stock option and restricted stock unit awards);
run rate (defined as the number of shares granted divided by the number of common shares outstanding); and
projected cost and accounting expense on our earnings.
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In 2021, the Human Resources and Compensation Committee granted the following long-term incentive award amounts to NEOs:
Executive
2021 Total LTIP
Target Value
Gregory Heckman$10,000,000
John Neppl$2,000,000
Brian Zachman$1,500,000
Christos Dimopoulos$1,000,000
Raul Padilla(1)
$2,600,000
(1)Mr. Padilla's equity award will prorate upon his departure, at which time he will forfeit two-thirds of his outstanding, unvested shares under this award.
In determining the number of units granted in 2021, the Human Resources and Compensation Committee adopted the method of using the average of the high and low prices of our common shares on the date of grant to align the value of the grant with the number of shares granted on a specific date. The actual amount awarded to each NEO is also set forth in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table on page 55 of this proxy statement.
Performance-Based Restricted Stock Unit Awards
Reward achievement of long-term value drivers, EPS and AROIC, and stock price appreciation. PBRSUs are tied to our long-term performance to ensure that NEO pay is directly linked to the achievement of sustained long-term operating performance. Reflective of the desire to balance earnings growth and efficient use of capital, the Human Resources and Compensation Committee has chosen to measure performance in an equal mix of three-year cumulative EPS and three-year average AROIC for Bunge as a whole, with a relative TSR modifier. In 2021, the Human Resources and Compensation Committee replaced ROIC with AROIC to account for mark-to-market timing differences and adjust for readily marketable inventories. The Human Resources and Compensation Committee considers EPS and AROIC key drivers of shareholder value and fundamental to long-term value creation.
On February 18, 2021, the Human Resources and Compensation Committee approved the grant of PBRSUs to the NEOs for the 2021-2023 performance period. Payouts of the PBRSUs, if any, will generally be subject to the NEO's continued employment through the vesting date (generally, the third anniversary of the grant date) and will be based (i) 50% on our achievement of cumulative EPS targets and (ii) 50% on our achievement of average AROIC targets established by the Human Resources and Compensation Committee on the grant date. Once the achievement of the financial targets has been calculated, up to an additional 25% may be added or subtracted from the results depending on Bunge's three-year performance relative to the S&P 500 Industrials comparator group. In the event that the RTSR would result in a positive modifier, but Total Shareholder Return of Bunge is negative over the three-year period, the RTSR modifier will not be applied. In no event will the RTSR modifier result in an overall PBRSU achievement greater than the maximum payout attached to the award, which for the 2021 grant is 200% of the award target. Upon vesting, each PBRSU is settled with a Bunge common share. In addition, dividend equivalents are paid in our common shares on the date that PBRSUs are otherwise paid out, based on the number of shares vesting. However, in no event will dividend equivalents be paid on any shares in excess of the target award granted.
In setting the 2021-2023 targets, the Human Resources and Compensation Committee considered multiple factors, including:
our externally stated goals;
investor expectations;
peer and broader market historical performance;
industry economic factors;
our historical and potential performance; and
typical distributions of payouts over time.
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The resulting EPS and AROIC targets are established at levels that are intended to incentivize achievement of our long-term strategic plans and the continuous improvement of returns above our cost of capital.
Given performance targets for the 2021-2023 cycle are based on our policy to not provide specific earnings guidance, performance targets are not disclosed prior to the end of the performance period as the Human Resources and Compensation Committee believes that disclosure would cause competitive harm to the Company.
As mentioned above, the Human Resources and Compensation Committee targeted to deliver 60% of the value of the 2021 long-term incentive award in PBRSUs. Information regarding the fair market value and number of PBRSUs that the NEOs may earn at the end of the 2021-2023 performance period, subject to satisfaction of the performance metrics described above, is shown in the Grants of Plan Based Awards Table on page 57 of this proxy statement.
2019-2021 PBRSU Award Determinations. Each year, following the end of a three-year PBRSU performance cycle, the Human Resources and Compensation Committee reviews and certifies the performance attained based on our reported audited financial statements, subject to the Human Resources and Compensation Committee's discretion under the Equity Incentive Plan to adjust such results for non-recurring charges and other one-time events. In February 2022, the Human Resources and Compensation Committee reviewed and certified achievement of the performance metrics for the PBRSUs granted on March 12, 2019 for the 2019-2021 performance period. Fifty percent of the 2019-2021 awards vest based on three-year cumulative diluted EPS from continuing operations and 50% on three-year average ROIC.
The following tables show the results for the 2019-2021 performance cycle:
Performance MetricThreshold
(30%)
Target
(100%)
Maximum
(200%)
Actual(1)Results
EPS$5.30$8.83$12.36$24.40200%
ROIC4.2%5.4%7.0%11.2%200%
Weighted average payout of performance metrics200%
(1)Adjusted for non-recurring charges and other one-time events subject to the Human Resources and Compensation Committee's discretion.
Based on the Human Resources and Compensation Committee's determination that performance was at the levels set forth above, and without making any discretionary adjustments in response to the COVID-19 pandemic, PBRSUs were paid out at 200% for the 2019-2021 performance period.
Time-Based Restricted Stock Unit Awards
Reward stock price appreciation and continued service. For 2021, the Human Resources and Compensation Committee granted TBRSUs with 40% weighting for all NEOs to promote alignment with shareholder interests as the ultimate value received will be a function of stock price performance. TBRSUs also help us maintain competitive compensation levels and retain executive talent through a multi-year vesting schedule. TBRSUs generally vest in full on the third anniversary of the date of grant.
On February 18, 2021, the Human Resources and Compensation Committee approved the grant of TBRSUs to the NEOs effective March 15, 2021. Information regarding the grant date fair value and the number of TBRSUs awarded to each NEO is set forth in the Grants of Plan Based Awards Table on page 57 of this proxy statement.
Retirement and Executive Benefits
Competitively address basic health, welfare and retirement income needs. We provide employees with a wide range of retirement and other employee benefits that are designed to assist in attracting and retaining employees critical to our long-term success and to reflect the competitive practices of the companies in the peer group. NEOs are eligible for retirement benefits under the following plans: (i) Bunge U.S. Pension Plan (closed to new hires effective December 31, 2017); (ii) Bunge Excess Benefit Plan; (iii) Bunge U.S. supplemental executive retirement plan ("SERP"); (iv) Bunge
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Retirement Savings Plan; (v) Bunge Excess Contribution Plan; and (vi) Bunge Supplemental Excess Contribution Plan. Our executive compensation program also provides NEOs with limited perquisites and personal benefits. The Human Resources and Compensation Committee, in consultation with Semler Brossy, periodically reviews the benefits provided to the NEOs to ensure competitiveness with market practices.
Retirement Plans
The U.S. Pension Plan is a tax qualified retirement plan that covers substantially all U.S.-based salaried and non-union hourly employees who were hired before January 1, 2018. Employees hired on or after January 1, 2018 receive a fixed contribution of 5% of base salary, bonus and any overtime to their 401(k) each year in lieu of pension benefits. All plan participants whose benefits are limited by the Internal Revenue Code, including the NEOs, are eligible to participate in the Excess Benefit Plan. In addition, each U.S.-based NEO is eligible to participate in the SERP. The U.S. Pension Plan, Excess Benefit Plan and SERP are described in the narrative following the Pension Benefits Table on page 60 of this proxy statement, and the estimated annual normal retirement benefits payable to the NEOs (determined on a present value basis) are set forth in the Pension Benefits Table on page 60 of this proxy statement.
Each non-U.S.-based NEO is eligible to participate in a statutory retirement plan that covers substantially all employees who are employed in the country where the NEO is based. Amounts contributed by Bunge to such plans are set forth in the "All Other Compensation" column of the Summary Compensation Table on page 55 of this proxy statement.
401(k) Plan and Excess Contribution Plan
The Retirement Savings Plan is a tax qualified retirement plan that covers substantially all U.S.-based salaried and non-union hourly employees. Each U.S.-based NEO is eligible to participate in the plan. All employees whose benefits are limited by the Internal Revenue Code, including the NEOs, are eligible to participate in the Excess Contribution Plan. In addition, each U.S.-based NEO is eligible to participate in the Supplemental Excess Contribution Plan. The Retirement Savings Plan, the Excess Contribution Plan and the Supplemental Excess Contribution Plan are described in the narrative following the Nonqualified Deferred Compensation Table on page 62 of this proxy statement.
Company matching contributions allocated to the NEOs under the Retirement Savings Plan, the Excess Contribution Plan and the Supplemental Excess Contribution Plan are shown in the "All Other Compensation Total" column of the Summary Compensation Table on page 55 of this proxy statement.
Health and Welfare Plans
Active employee benefits such as medical, dental, life insurance and disability coverage are available to U.S. employees through our flexible benefits plan. Employees contribute toward the cost of the flexible benefits plan by paying a portion of the premium costs on a pre-tax basis. Long-term disability coverage can be paid on a pre- or post-tax basis at the employee's option.
Perquisites and Executive Benefits
It is the Human Resources and Compensation Committee's practice to limit special perquisites and executive benefits provided to the Company's executives. The Human Resources and Compensation Committee periodically reviews the perquisites provided to our executive officers under our executive compensation program. Under the current policy, we provide U.S.-based executive officers, including the NEOs, with a limited annual perquisite allowance of $9,600. Non-U.S. NEOs are provided with an automobile allowance in accordance with Company programs and local market practices.
Severance and Change of Control Benefits
Focus executives on shareholder interests during periods of uncertainty. Our executive compensation program is designed to provide for the payment of severance benefits to our NEOs upon certain types of employment terminations. Providing severance and change of control benefits assists us in attracting and retaining executive talent and reduces the personal uncertainty that executives are likely to feel when considering a corporate transaction. These arrangements also provide valuable retention incentives that encourage executives to complete such
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transactions, thus enhancing long-term shareholder value. The NEOs are provided with severance benefits under individual arrangements.
Mr. Heckman’s employment agreement and Mr. Neppl's offer letter include change of control severance protections. Specifically, they contain a "double trigger" vesting requirement for the payment of severance benefits, meaning that both (1) a change of control must occur, and (2) their employment must also be terminated under certain specified circumstances before they are entitled to any severance payment. All unvested equity awards are also subject to double trigger vesting upon a change of control. The terms of Mr. Heckman’s employment agreement and Mr. Neppl's offer letter are set forth under the Potential Payments Upon Termination of Employment or Change of Control table beginning on page 63 of this proxy statement.
To enhance retention and align with market practice, we have entered into change of control severance agreements with each of the NEOs, other than Mr. Heckman and Mr. Neppl, whose employment agreements contained such a provision. The change of control severance agreements also contain a "double trigger" vesting requirement for the payment of severance benefits. All unvested equity awards are also subject to double trigger vesting upon a change of control. The change of control severance agreements include an 18-month non-competition covenant.
None of our employment agreements, change of control severance agreements or other compensation arrangements provide for a golden parachute excise tax gross up.
The terms of the individual arrangements and a calculation of the estimated severance benefits payable to each NEO under their respective arrangements are set forth under the Potential Payments Upon Termination of Employment or Change of Control table beginning on page 63 of this proxy statement.

COMPENSATION GOVERNANCE
The Human Resources and Compensation Committee maintains and is committed to a policy of strong corporate governance. The principal governance elements of our executive compensation program are described in further detail below.
Executive Compensation Recoupment Policy
Mitigate unnecessary risk-taking that may have adverse impact on Bunge. The Human Resources and Compensation Committee has adopted a recoupment policy ("clawback") with respect to executive compensation. The policy provides that, if the Board or an appropriate committee thereof determines that an executive officer or other senior executive has engaged in any fraud or misconduct that caused or was a significant contributing factor to having to restate all or a portion of its financial statement(s), the Board or committee shall take such actions as it deems appropriate to remedy the misconduct and prevent its recurrence.
The actions that may be taken against a particular executive include:
requiring reimbursement of any bonus or incentive compensation paid to the executive;
causing the cancellation of any equity-based awards granted to the executive; and
seeking reimbursement of any gains realized on the disposition or transfer of any equity-based awards, if and to the extent that, (i) the amount of compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (ii) the executive engaged in fraud or misconduct that caused or significantly contributed to the restatement and (iii) the amount of the compensation that would have been awarded to or received by the executive had the financial results been properly reported would have been lower than the amount actually awarded or received.
Any recoupment under this policy is in addition to any other remedies that may be available to Bunge under applicable law.
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Share Ownership Guidelines
Ensure appropriate level of long-term wealth tied to shareholder returns. To further align the interests of senior management with our shareholders, the Board maintains share ownership guidelines that require executive officers to hold significant amounts of our common shares. Executive officers are expected to meet minimum ownership guidelines by April 30 following the fifth anniversary of the date the executive is hired or appointed to a covered title, as applicable. The guideline applicable to senior executives is based on a multiple of base salary.
CEO – 6x base salary
Other NEOs – 3x base salary
Other Senior Executives - 2x base salary
The Human Resources and Compensation Committee reviews the progress of the NEOs toward meeting the ownership guidelines annually. In the event of financial hardship or other good cause, the Human Resources and Compensation Committee may approve exceptions to the share ownership guidelines as the Human Resources and Compensation Committee deems appropriate. For a description of the ownership guidelines applicable to our non-employee directors, see "Director Compensation" on page 30 of this proxy statement.
The following count towards meeting the ownership guideline: (i) shares beneficially owned by the executive directly or indirectly and (ii) 50% of the value of unvested TBRSUs. Starting in 2021, vested unexercised stock options no longer count toward achievement of the guidelines, along with unvested stock options and unearned PBRSUs.
Executive officers, including the NEOs, are required to hold a minimum of 50% of the shares net of taxes acquired through long-term incentive plans (including stock options, PBRSUs and TBRSUs) until the guidelines are met. If the initial ownership period has lapsed, and the minimum ownership guideline is not met, executive officers are required to hold 100% of net shares acquired until the guideline is met. Compliance with the executive share ownership guidelines is reviewed annually. As of December 31, 2021, all NEOs have satisfied the stock ownership guideline or are still within the five-year transition period and have held 100% of the net shares acquired through our equity incentive plans.
To further encourage a long-term commitment to our sustained performance, executive officers are prohibited from hedging, pledging or using their common shares as collateral for margin loans.
Tax Deductibility of Compensation
Optimize tax deductibility in keeping with compensation philosophy. Section 162(m) of the Internal Revenue Code (and the regulations promulgated thereunder) precludes a public corporation from taking an income tax deduction in any one year for compensation exceeding $1 million payable in any year to the corporation’s chief executive officer and other “covered employees,” as defined in Section 162(m).  Prior to January 1, 2018, an exception to this deduction limit was available for “performance-based” compensation that was approved by shareholders and otherwise satisfied certain requirements under Section 162(m). As a result of the enactment of U.S. tax reform legislation, the performance-based compensation exception is no longer available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transition relief for binding written contracts that were in effect on November 2, 2017. The tax reform legislation also expanded the definition of “covered employees” to include the CFO and certain former NEOs who were disclosed in our proxy statement after January 1, 2017.
While our executive compensation program has sought to maximize the tax deductibility of compensation payable to the NEOs to the extent permitted by law, the Human Resources and Compensation Committee retained the flexibility and discretion to make compensation decisions that are based on factors other than Section 162(m) when necessary or appropriate (as determined by the Human Resources and Compensation Committee in its sole discretion) to enable Bunge to continue to attract, retain, reward and motivate its highly-qualified executives. The Human Resources and Compensation Committee does not intend to change the pay-for-performance approach of our executive pay program due to the enactment of tax reform.

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COMPENSATION AND RISK
We believe our compensation programs are designed to establish an appropriate balance between risk and reward in relation to our overall business strategy. To that end, the Human Resources and Compensation Committee has conducted a compensation risk assessment, with the assistance of management and Semler Brossy, the Human Resources and Compensation Committee's independent compensation consultant. Semler Brossy prepared a risk assessment of the executive programs.
The Human Resources and Compensation Committee focused its assessment on our executive compensation program, as these are the employees whose actions are most likely to expose us to significant business risk. The relevant features of the executive compensation program that mitigate risk are as follows:
The program utilizes annual and long-term financial performance goals that are tied to key measures of short-term and long-term performance that drive shareholder value, and targets are set with a reasonable amount of stretch that should not encourage imprudent risk-taking.
The Human Resources and Compensation Committee sets target awards under the executive compensation program following the receipt of advice and benchmarking analysis provided by Semler Brossy.
The annual incentive and long-term equity-based compensation program awards are tied to several performance metrics to reduce undue weight on any one measure.
The annual incentive program's performance metric targets a share of profit to align with overall results for shareholders while maintaining performance orientation through scorecard factors and individual performance allocations.
The use of non-financial performance factors in determining the actual payout of annual incentive compensation serves as a counterbalance to the quantitative performance metric.
The executive compensation program is designed to deliver a significant portion of compensation in the form of long-term incentive opportunities, which focuses executives on our long-term success and discourages excessive focus on annual results.
The equity incentive program uses a mix PBRSUs and TBRSUs that vest over several years to ensure that employees are focused on maximizing long-term shareholder value and financial performance and to mitigate the risks associated with the exclusive use of stock price-based awards.
The performance metrics for the PBRSUs are based on overall Bunge performance over a three-year period, reducing incentives to maximize one segment's results and focusing on sustainable performance over a three-year cycle rather than any one year.
Maximum awards that may be paid out under the annual incentive and equity incentive programs are subject to appropriate caps and the Human Resources and Compensation Committee retains the discretion to reduce payouts under the plans.
We have adopted share ownership guidelines that further align the long-term interests of executives with those of our shareholders, as well as restrictions on hedging, holding our common shares in a margin account and using our common shares as collateral for loans, which seek to discourage a short-term stock price focus.
We have adopted an executive compensation recoupment policy for senior executives, as discussed in "Executive Compensation Recoupment Policy" on page 51 of this proxy statement.
The Human Resources and Compensation Committee reviewed and discussed the findings of the risk assessment and believes that our compensation programs are appropriately balanced and do not motivate employees to take risks that are reasonably likely to have a material adverse effect on Bunge.

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HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT
The Human Resources and Compensation Committee has reviewed and discussed the preceding "Compensation Discussion and Analysis" with management. Based on such review and discussions, the Human Resources and Compensation Committee recommended to the board that this Compensation Discussion and Analysis be included in this proxy statement for the year ended December 31, 2021.
Members of the Human Resources and Compensation Committee
J. Erik Fyrwald, Chair
Bernardo Hees
Kenneth Simril
Henry "Jay" Winship

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EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table sets forth the compensation of our CEO, our CFO and the other three most highly compensated executive officers who were serving as executive officers as of December 31, 2021.
Name and Position HeldYear
Salary
($) (1)
Bonus
($)
Stock
Awards
($)(2)(3)
Option
Awards
($)(2)
Non-Equity
Incentive
Plan
Compensation
($)(4)
Change in
Pension
Value &
Non-Qualified
Deferred
Compensation
Earnings
($)(5)
All Other
Compensation
Total
($)(6)
Total
($)(7)
Gregory Heckman2021$1,200,046

$—$9,991,055$—$4,608,000$—$349,126$16,148,227
Chief Executive Officer2020$1,200,046$—$3,891,160$2,698,150$4,608,000$—$128,086

$12,525,442
2019$1,129,983

$1,000,000$7,133,136$4,411,200$3,038,397$—$22,014

$16,734,730
John Neppl2021$700,027$—$1,990,250$—$1,645,000$—$116,766$4,452,043
Chief Financial Officer2020$700,027$—$1,240,040$216,445$1,680,000$—$73,170$3,909,682
2019$416,410$500,000$1,225,440$—$647,882$—$25,531$2,815,263
Brian Zachman2021$650,000$—$3,645,342$—$5,687,500$—$193,264$10,176,106
President, Global Risk Management2020$650,000$—$1,527,216$163,075$5,687,500$320,948$122,540$8,471,279
2019$627,917$3,350,000$1,115,635$247,225$1,642,680$1,270,881$16,825$8,271,163
Christos Dimopoulos2021$655,500
(9)
$—$2,373,493$—$4,326,357
(9)
$—$94,720
(9)
$7,450,070
President, Global Supply Chains2020$679,560$—$973,602$106,740$4,077,360$—$96,158$5,933,420
2019$617,940$—$752,405$166,315$1,712,930$—$108,016$3,357,606
Raul Padilla2021$744,860
(8)
$—$2,587,325$—$683,229
(8)
$11,394$6,763
(8)
$4,033,571
President, Global Operations2020$806,992$—$1,603,500$281,675$2,421,025$82,118$22,018$5,217,328
2019$1,009,786$—$2,094,050$368,590$2,104,759$113,956$105,888$5,797,029
(1)Actual salary payments during 2021. Annual base salary rates as of December 31, 2021 are described on page 41 of this proxy statement.
(2)The amounts shown reflect the aggregate full grant date fair value for equity awards for financial reporting purposes in accordance with ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Bunge's audited financial statements. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 regarding assumptions underlying the valuation of equity awards. Amounts reported for these awards may not represent the amounts that the listed officers ultimately realize from the awards. Whether, and to what extent, a listed officer realizes value will depend on our actual operating performance, stock price fluctuations and the listed officer's continued employment.
(3)Based on the full grant date value of the PBRSUs granted on March 15, 2021, the following are the maximum payouts, assuming the maximum level of performance is achieved: Mr. Heckman: $11,965,240; Mr. Neppl: $2,377,200; Mr. Zachman: $1,822,520; Mr. Dimopoulos: $1,188,600; and Mr. Padilla: $3,090,360. For additional information on these awards, see "Long-term Incentive Compensation" beginning on page 47 of this proxy statement.
(4)Incentive compensation awards under the AIP for the 2021 fiscal year that were paid in March 2022. In lieu of the awards under the AIP for 2021, Messrs. Zachman and Dimopoulos received an RM&O incentive award in connection with their services to our Agribusiness segment as described in more detail under “Annual Risk Management & Optimization Incentive Awards” on page 45 of this proxy statement. For each incentive award, a portion was granted in restricted stock units and subject to recovery, with the remainder paid in cash. Based on performance achieved, Mr. Zachman's cash payment was $3,554,688 and Mr. Dimopoulos's cash payment was $2,777,710. 
(5)The aggregate change in the actuarial present value of the accumulated pension benefit as shown in the Pension Benefits Table from year to year. Importantly, the change in pension value is not currently paid to an executive as compensation, but is a measurement of the change in actuarial present value from the prior year. For Mr. Zachman, no value is included in accordance with SEC's rules as total change in present value was ($80,720). For information about the assumptions used, see the Pension Benefits Table on page 60 of this proxy statement. There are no above market or preferential earnings with respect to non-qualified deferred compensation arrangements. Messrs. Heckman, Neppl and Dimopoulos do not participate in the pension plan.
(6)The following table provides details about each component of the "All Other Compensation" column:
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Name
Registrant Contributions for Qualified 401(k) Plan
($)
Registrant Contributions for Non-Qualified Plan
($)
Tax Gross-Ups
($)
Perquisites and Other Personal Benefits
($)(a)
Total
($)
Gregory Heckman$26,100$313,426$—$9,600$349,126
John Neppl$24,983$82,183$—$9,600$116,766
Brian Zachman$25,900$157,764$—$9,600$193,264
Christos Dimopoulos$—$71,122$—$23,598$94,720
Raul Padilla$—$—$—$6,763$6,763
(a) For Messrs. Heckman, Neppl and Zachman, represents $9,600 annual perquisite allowance. For Messrs. Padilla and Dimopoulos, represents an automobile allowance in connection with their overseas employment.
(7)As required by SEC rules, "Total" represents the sum of all columns in the table.
(8)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
(9)Amounts shown have been converted from Brazilian reals to U.S. dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.

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Grants of Plan Based Awards Table
The following table sets forth information with respect to awards under our Annual Incentive Plan, Risk Management & Optimization incentive program and Long-Term Incentive Plan for the fiscal year ended December 31, 2021.
Grant Date
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
All Other Stock Awards: Number of Shares or UnitsClosing Price on Grant Date
Grant Date Fair Value of Stock and Option Awards (3)
NameThreshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
(#)($)($)
Gregory Heckman
2021 AIP$115,200$1,920,000$4,608,000
2021 LTIP—PBRSUs3/15/202111,32575,500151,000$79.24$6,010,555
2021 LTIP—TBRSUs3/15/202150,000$79.24$3,980,500
John Neppl
2021 AIP$42,000$700,000$1,680,000
2021 LTIP—PBRSUs3/15/20212,25015,00030,000$79.24$1,194,150
2021 LTIP—TBRSUs3/15/202110,000$79.24$796,100
Brian Zachman
2021 RM&O$170,625$2,275,000$5,687,500
2020 RM&O—Deferral(4)
3/15/202126,790$79.24$2,132,752
2020 LTIP—PBRSUs3/15/20211,72511,50023,000$79.24$915,515
2020 LTIP—TBRSUs3/15/20217,500$79.24$597,075
Christos Dimopoulos
2021 RM&O(5)
$147,488$1,966,500$4,916,250
2020 RM&O—Deferral(4)
3/15/202117,314$79.24$1,378,368
2020 LTIP—PBRSUs3/15/20211,1257,50015,000$79.24$597,075
2020 LTIP—TBRSUs3/15/20215,000$79.24$398,050
Raul Padilla
2021 AIP(6)
$18,634$310,559$745,342
2021 LTIP—PBRSUs3/15/20212,92519,50039,000$79.24$1,552,395
2021 LTIP—TBRSUs3/15/202113,000$79.24$1,034,930
(1)Represents the range of annual cash incentive award opportunities under our AIP and RM&O incentive awards. The minimum potential payout for each of the listed officers was zero. For AIP, the threshold award represents 6% of the target award value (that is, the result if only the lowest weighted metric met the threshold) and the maximum award represents 240% of the target award value (that is, the result if the highest weighted metric achieves a maximum 250% and the lowest weighted metric achieves a maximum of 200%). For RM&O incentive awards, the threshold award represents 7.5% of the target award value (that is, the result if only the lowest weighted metric met the threshold) and the maximum award represents 250%. The performance period began on January 1, 2021 and ended on December 31, 2021. For additional discussion, see "Annual Incentive Plan" on page 42 of this proxy statement.
(2)Represents the range of shares that may be released at the end of the January 1, 2021 – December 31, 2023 performance period for PBRSUs awarded under the 2016 Equity Incentive Plan. The minimum potential payout for each of the listed officers under the PBRSUs is zero. The threshold award represents 15% of the target award value (that is, the result if only the lowest weighted metric met the threshold) and the maximum award represents 200% of the target award value. Payment of the award is subject to the achievement of certain financial metrics during the performance period. For additional discussion, see "Performance-Based Restricted Stock Unit Awards" on page 47 of this proxy statement.
(3)This column shows the full grant date fair value of PBRSUs and TBRSUs under ASC Topic 718. Generally, the full grant date fair value is the amount we would expense in our financial statements over the award's vesting period. See Note 26 to the audited consolidated financial statements in our Annual Report on Form 10-K regarding assumptions underlying valuation of equity awards.
(4)Represents the range of award opportunity under a performance incentive for achievement in the annual RM&O incentive award for Messrs. Zachman and Dimopoulos. Mr. Zachman was awarded 50% of the risk component of $2,132,813 and Mr. Dimopoulos was awarded 50% of the risk component of $1,548,647, which was converted to restricted stock units on March 15, 2022 and will vest ratably on March 15, 2023, March 15, 2024 and March 15, 2025. These restricted stock units are at risk based on future performance of the Agribusiness value chains.
(5)Amounts shown have been converted from Swiss francs to U.S. dollars at the exchange rate of 1.0925 U.S. dollars per Swiss franc as of December 31, 2021.
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(6)Amounts shown have been converted from Brazilian real to U.S. Dollars at the exchange rate of 0.1771 U.S. dollars per Brazilian real as of December 31, 2021.
Outstanding Equity Awards Table
The following table sets forth information with respect to all outstanding equity awards as of December 31, 2021.
Option Awards(1)
Stock Awards(2)
NameDate of GrantNumber of Securities Underlying Unexercised Options Exercisable
(#)
Number of Securities Underlying Unexercised Options Unexercisable
(#)
Option Exercise Price
($)
Option Expiration DateEquity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested
($)
Gregory Heckman05/16/2019320,000160,000$53.4305/16/2029
03/10/2020
 (3)
151,666303,334$42.7603/10/2030192,622$17,983,190
03/15/2021
(4)(9)
204,743$19,114,806
John Neppl06/03/2019
 (5)
5,078$474,082
03/10/2020
 (3)(6)
12,16624,334$42.7603/10/203049,735$4,643,260
03/15/2021
(4)(9)
40,744$3,803,860
Brian Zachman03/12/2019
 (7)
18,3329,168$51.8903/12/20298,793$820,914
03/10/2020
 (3)(6)
9,16618,334$42.7603/10/203037,031$3,457,214
03/10/2020
 (8)
10,027$936,121
03/15/2021
(4)(9)
31,065$2,900,228
03/15/2021
(10)
27,288$2,547,608
Christos Dimopoulos02/29/2012750$67.6302/28/2022
03/05/20131,800$74.3303/04/2023
02/28/20142,700$79.4702/27/2024