BG DEF 14A Report ended May 21, 2020

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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Notice of Annual General Meeting

of Shareholders and

2020 Proxy Statement

April 8, 2020

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

April 8, 2020

Dear Shareholder:

You are cordially invited to attend our Annual General Meeting of Shareholders, which will be a "virtual meeting" only and will be conducted exclusively online via live audio webcast on Thursday, May 21, 2020 at 3:00 p.m., Central Time. There will be no physical meeting. As part of our effort to maintain a safe and healthy environment at our Annual General Meeting and to protect the well-being of our shareholders, we have closely monitored statements issued by the World Health Organization (who.int) and the Centers for Disease Control and Prevention (cdc.gov) regarding the novel coronavirus disease, COVID-19, and have decided to hold the 2020 Annual General Meeting virtually. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting.

You will be able to access the virtual Annual General Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/BG2020 and entering the control number included in your proxy materials or on your proxy card.

The proxy statement contains important information about the Annual General Meeting, the proposals we will consider and how you can vote your shares.

In 2019, we set an ambitious agenda to position Bunge for the future, and I am pleased with the progress we made. We augmented several key positions with new leaders. We began our shift from a regional to a global operating model and relocated our global headquarters to St. Louis, Missouri to more closely align with commercial activities. After a comprehensive review of our assets, we took several important steps to streamline our portfolio. We improved execution in our operations and adopted appropriate risk management strategies that have increased our ability to quickly adapt to a rapidly changing market. This disciplined focus on optimization, simplification, and commercial speed served us well in 2019 as we successfully navigated extraordinarily volatile and unpredictable markets.

Our highly independent Board is committed to effective corporate governance that is responsive to shareholders. In the last two years, we have substantially refreshed our Board with eight highly-qualified new members. This process has resulted in an increase in the depth and scope of qualifications and diversity represented on the Board, and ensures the right balance of business leadership, industry knowledge, and financial acumen in the boardroom. Through a robust outreach program, we engage with our stakeholders to gain valuable insights into the current and emerging issues that matter most to them.

We appreciate your support of Bunge, and your vote is very important to us. We encourage you to carefully review the information in the proxy statement as well as our annual report. Please vote as soon as possible to ensure that your vote is represented, regardless of whether you will access the Annual General Meeting.

Looking ahead, we have more work to do but are energized by the progress we've made. We look forward to leveraging our outstanding team, assets, and global footprint along with our new operating model to create long-term shareholder value.

		Kathleen Hyle Chair of the Board of Directors

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

NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

Bunge Limited's 2020 Annual General Meeting of Shareholders will be held on May 21, 2020 at 3:00 p.m., Central Time, and will be a "virtual meeting" conducted exclusively online via live audio webcast. There will not be a physical meeting.

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. See "Questions and Answers about Voting Your Common Shares" beginning on page 6 of this proxy statement.

At the Annual General Meeting, we will discuss and you will vote on the following proposals:

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Proposal 1 — the election of the 11 directors named in the proxy statement to our Board of Directors;



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Proposal 2 — the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2020 and the authorization of the Audit Committee of the Board of Directors to determine the independent auditors' fees;



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Proposal 3 — the approval of a non-binding advisory vote on the compensation of our named executive officers; and



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Proposal 4 — the approval of an amendment to the Bunge Limited 2016 Equity Incentive Plan to increase the number of authorized shares by 5,100,000 shares.

Shareholders will also consider and act on such other matters as may properly come before the meeting or any adjournments or postponements thereof.

We will also present at the Annual General Meeting the consolidated financial statements and independent auditors' reports for the fiscal year ended December 31, 2019, copies of which can be found in our 2019 Annual Report that accompanies this notice.

March 26, 2020 is the record date for determining which shareholders are entitled to notice of, and to vote at, the Annual General Meeting and at any subsequent adjournments or postponements. Please read carefully "Questions and Answers about Voting Your Common Shares" beginning on page 6 of this proxy statement to ensure that you comply with the requirements for voting and accessing the Annual General Meeting. As always, we encourage you to vote your shares prior to the Annual General Meeting.

Your 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.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on May 21, 2020: Our 2020 Proxy Statement is available at www.bunge.com/2020proxy.pdf and our 2019 Annual Report is available at www.bunge.com/2019ar.pdf.

By order of the Board of Directors.

April 8, 2020		Gregory A. Billhartz Vice President, Deputy General Counsel and Corporate Secretary

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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

Proposals and Voting Recommendations

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Director Nominees

The Board of Directors has nominated the 11 directors named below for election at the Annual General Meeting and recommends 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 "Election of Directors" for additional information regarding the nominees.

Key Qualifications and Experience

Our Board possesses a diverse range of relevant and complementary skills, qualifications, backgrounds and experience, including the key qualifications listed below and 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.

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Director Nominees Snapshot

Corporate Governance Highlights

Our commitment to good corporate governance practices includes the following:

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2019 Financial and Strategic Highlights

Our portfolio rationalization and the beginning of our transition to a global operating model delivered improved focus, increased efficiency, and strong results in 2019 and will continue into 2020. Highlights of our operational, strategic, and financial achievements in 2019 are provided below:

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:

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Align the interests of executives with the long-term interests of shareholders. The majority of our named executive officers' pay opportunity is delivered in the form of performance-based equity.



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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.



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Reward profitable growth and increased shareholder value. Performance measures balance earnings growth and returns on investment. The pay mix is equity leveraged, resulting in realized compensation in line with stock price performance.

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Questions and Answers about Voting Your Common Shares

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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' perspective on our performance and strategy, governance matters, our executive compensation program, sustainability and other topics of interest to shareholders. In addition, through our other investor relations activities we also solicit shareholder perspectives on these matters. See "Corporate Governance — Shareholder Outreach and Engagement" for more information on these activities.

We continue to refresh the composition of our Board, adding directors with diverse perspectives and broad experience in complex global organizations. In December 2019, John McGlade resigned from the Board. Also, in December 2019, we added Ms. Bair and Mr. Hees to the Board. Ms. Bair brings significant regulatory, finance and risk management experience to the Board, having served, among other things, as Chair of the Federal Deposit Insurance Corporation and commissioner and Acting Chair of the Commodity Futures Trading Commission. Mr. Hees provides global food industry experience, having served as Chief Executive Officer of The Kraft Heinz Company and Burger King Worldwide Holdings, Inc. As a native of Brazil, Mr. Hees also provides perspectives and insights into the food and agriculture industry and governmental developments in South America.

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 Tenure and Refreshment

The Board actively reviews and refreshes its membership. In furtherance of this objective, the Board maintains an active Board succession and refreshment program led by the Corporate Governance and Nominations Committee. Over the course of the last two years, seven 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 approximately three years, with the longest tenured nominees having served for seven years. This significant Board refreshment process has resulted in an increase in the depth and scope of qualifications and diversity represented on the Board.

The Board has adopted a Board 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 skills, qualifications and experience each year.

Board Independence

The Board is composed of a substantial majority of independent directors. Currently, nine incumbent directors and director nominees are independent.

In accordance with the listing standards of the 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

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relationship with Bunge. The NYSE has also established enhanced independence standards applicable to members of our audit committee and our compensation committee.

The Board annually reviews commercial and other relationships between directors or members of their immediate families and Bunge in order 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 Guidelines. The categorical standards of director independence are included as Appendix A to this proxy statement and are also available through the "Investors — 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 2019, the Board considered the following transactions and relationships and determined them to be immaterial:

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ordinary course business transactions between Bunge and companies with which Ms. Bali is affiliated as a non-executive director. These transactions totaled less than $10,000 in 2019.



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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's joining our Board. The highest amount of annual purchase or sale transactions between Bunge and any of the portfolio companies in 2019 was approximately $9 million.



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ordinary course business transactions with George Weston Limited, a Canadian food processing and distribution company where Mr. Ferrier serves as a non-executive director. These transactions totaled $24 million of sales to and $0.2 million of purchases from George Weston in 2019.



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ordinary course business transactions with Syngenta AG, a global agrochemical and seed manufacturer where Mr. Fyrwald serves as Chief Executive Officer and Mr. Fribourg serves as a non-executive director. These transactions totaled $0.5 million of sales to and $20 million of purchases from Syngenta in 2019, less than 1% of Syngenta's gross annual revenues.

Based on the evaluation and criteria described above, the Board has determined that the following directors are independent: Messrs. Ferrier, Fyrwald, Hees, Winship and Zenuk and Mses. Bair, Bali, Browner and Hyle. Mr. Heckman is not considered an independent director since he also serves as our Chief Executive Officer. Mr. Fribourg was determined not to be independent due to the amount of ordinary course business transactions between Continental Grain Company and Bunge, though representing significantly less than 1% of our annual revenues, having exceeded the thresholds set forth in the categorical standards of director independence within the prior three years.

Board Leadership Structure

Our Board does not have a requirement that the roles of Chief Executive Officer 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. 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.

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Additionally, as described above, our Board is characterized by a substantial majority of independent directors as well as key Board committees that are comprised 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 in person meetings per year, and committee meetings are normally held in conjunction with Board meetings. Additionally, the Board holds telephonic meetings to receive updates on our business and as circumstances may require. Our Board met 11 times in 2019 and acted by written consent two times. All directors serving on the Board as of December 31, 2019 attended at least 75% 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, Corporate Governance and Nominations Committee and Sustainability and Corporate Responsibility Committee is comprised 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 SEC and NYSE applicable to such committees. Each of these committees is authorized and assured of appropriate funding to retain and consult with external advisors and counsel. 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 — 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.

Audit Committee. Pursuant to its charter, our Audit Committee's primary role is to assist the Board in fulfilling its responsibility for oversight of:

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the quality and integrity of our financial statements and related disclosure;



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our compliance with legal and regulatory requirements;



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the independent auditor's qualifications, independence and performance; and



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the performance of our internal audit and control functions.

Please see the Audit Committee Report included in this proxy statement for information about our 2019 fiscal year audit. The Audit Committee met eight times in 2019. The Audit Committee meets separately with our independent auditor and also in executive sessions with members of management and our chief audit executive from time to time as deemed appropriate by the committee. 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. The members of our Audit Committee are Mses. Bair and Bali and Messrs. Winship (Chair) and Zenuk. Our Board has determined that Mr. Winship qualifies as an audit committee financial expert. In accordance with our Audit Committee charter, no committee member may simultaneously serve on the audit committees of more than two other public companies without the prior approval of the Board.

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Human Resources and Compensation Committee. Our Human Resources and Compensation Committee designs, reviews and oversees Bunge's executive compensation program. Under its charter, the committee, among other things:

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reviews and approves corporate goals and objectives relevant to the compensation of our CEO, evaluates the performance of the CEO in light of these goals and objectives and sets the CEO's compensation based on this evaluation;



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reviews the evaluation by the CEO of each executive officer reporting directly to the CEO and approves and oversees the total compensation packages for each executive officer reporting directly to the CEO;



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reviews and approves employment, consulting, retirement and severance agreements and arrangements for the CEO and executive officers reporting directly to the CEO;



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reviews and makes recommendations to the Board regarding our incentive compensation plans, including our equity incentive plans, and administers our equity incentive plans;



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establishes and reviews our executive and director share ownership guidelines;



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reviews our compensation practices to ensure that they do not encourage unnecessary and excessive risk taking;



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makes recommendations to the Board on director compensation; and



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oversees the status of our workforce engagement and culture.

Pursuant to its charter, the Human Resources and Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. 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 committee's processes and procedures for the consideration and determination of executive compensation, see "Executive Compensation — Compensation Discussion and Analysis" beginning on page 28 of this proxy statement.

The Human Resources and Compensation Committee met six times in 2019. The members of our Human Resources and Compensation Committee are Ms. Bali and Messrs. Ferrier (Chair), Hees, and Winship.

Corporate Governance and Nominations Committee. Our Corporate Governance and Nominations Committee is responsible for, among other things:

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monitoring, advising and making recommendations to the Board with respect to the law and practice of corporate governance and the duties and responsibilities of directors of public companies, as well as overseeing our corporate governance initiatives and related policies;



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leading the Board in its annual performance evaluation and overseeing the self-evaluations of each Board committee;



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identifying and recommending to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board (see " — Nomination of Directors" for more information);



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reviewing and making recommendations to the Board regarding director independence; and



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overseeing our related person transaction policies and procedures.

The Corporate Governance and Nominations Committee met four times in 2019. The members of our Corporate Governance and Nominations Committee are Mses. Browner and Hyle and Messrs. Ferrier and Fyrwald (Chair).

Enterprise Risk Management Committee. Our Enterprise Risk Management Committee is responsible for supervising the quality and integrity of our risk management practices. As further described below under " — Risk Oversight," the Enterprise Risk Management Committee reviews and approves our risk management

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policies and risk limits on a periodic basis and advises our Board on risk management practices. The Enterprise Risk Management Committee met five times in 2019. The members of the Enterprise Risk Management Committee are Ms. Bair and Messrs. Fribourg and Zenuk (Chair).

Sustainability and Corporate Responsibility Committee. Our Sustainability and Corporate Responsibility Committee provides oversight of our policies, strategies and programs with respect to sustainability and corporate social responsibility, including matters related to the environment, supply chains, public affairs, philanthropy, food safety and other matters. The Sustainability and Corporate Responsibility Committee met four times in 2019. The members of the Sustainability and Corporate Responsibility Committee are Mses. Bali and Browner (Chair) and Messrs. Fyrwald and Hees.

Strategic Review Committee. Our Strategic Review Committee is responsible for conducting strategic reviews of our business of the company and making recommendations to our CEO and thereafter to the Board with respect to the strategic direction of the company, its businesses and opportunities, in order to enhance shareholder value. This committee operates under a written charter which is available on our website. The Strategic Review Committee met six times in 2019. The members of the Strategic Review Committee are Ms. Hyle and Messrs. Ferrier, Fribourg (Chair), Heckman, Winship and Zenuk.

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. For the Board, fundamental aspects of its risk management oversight activities include:

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understanding our strategy and the associated major risks inherent in our operations and corporate strategy;



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crafting the right Board, including establishing an appropriate committee structure to carry out its oversight responsibilities effectively;



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overseeing succession planning for key senior executive positions and selecting our CEO; and



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overseeing implementation by management of appropriate risk management and control procedures and developing and maintaining an open, ongoing dialogue with management about major risks we face.

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. The Enterprise Risk Management Committee has responsibility for oversight of 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, new trading or investing business activity risk and sanctions and derivatives compliance. The Enterprise Risk Management Committee reviews and approves corporate risk policies and limits associated with our risk appetite. The Enterprise Risk Management Committee meets regularly with our CEO, chief financial officer, chief risk officer, and other members of senior management to receive regular updates on our risk profile and risk management activities.

Additionally, each of our other Board committees considers risks within its area of responsibility. For example, our Audit Committee focuses on risks related to our financial statements, the financial reporting process and accounting and financial controls. The Audit Committee 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. The Audit Committee also reviews key risk considerations relating to the annual audit with our independent auditors. The Audit Committee also 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. The Audit Committee oversees our cybersecurity and other information technology risks, including risk management programs and controls.

In developing and overseeing our compensation programs, the Human Resources and Compensation Committee seeks to create incentives that are appropriately balanced and do not motivate employees to take

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imprudent risks. See "Compensation and Risk" beginning on page 53 of this proxy statement for more information.

Our Corporate Governance and Nominations Committee oversees risks related to our governance structure and processes. This includes its role in identifying individuals qualified to serve as Board members, and its leadership of the annual Board self-assessment process that is aimed at ensuring that the Board is functioning effectively and is able to meet all of its responsibilities, including risk oversight.

The Sustainability and Corporate Responsibility Committee is engaged in oversight of sustainability and social responsibility matters, including supply chain and food safety matters, and related reputational and business risks.

All of our Board committees regularly report on their activities to the full Board to promote effective coordination and ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks.

Corporate Governance Guidelines and Code of Conduct

Our Board has adopted Corporate Governance Guidelines that set forth our corporate governance objectives and policies and, subject to our bye-laws, govern the functioning of the Board. Our Corporate Governance Guidelines are available through the "Investors — 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 (to the extent applicable to certain officers and our directors) of our Code of Conduct on our website.

Executive Sessions of Our Board

Our Corporate Governance Guidelines 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 in person 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 to which such communications may be sent. This physical mailing address is available on our website, www.bunge.com , through the "Investors — 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.

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 2019, all nominees who were serving as directors at the time attended our annual general meeting.

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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 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 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:

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taken significant action to refresh our Board and the leadership and composition of our Board committees;



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established the Strategic Review Committee, which has developed recommendations to enhance shareholder value;



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made meaningful changes to our executive compensation program;



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enhanced our proxy disclosures with respect to the composition and skill sets of our Board;



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enhanced our sustainability policies and progress, particularly with respect to addressing deforestation risks in our supply chain and water sustainability; and



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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.

Human Capital Management, Talent Development and Succession Planning

The Board believes that human capital management, including employee recruiting and retention, talent development and succession planning, are key to our continued success. The Board has primary responsibility for succession planning for the CEO and oversight of other executive officer positions. The Board also is actively engaged in talent management. Annually, the Board meets to review our succession plan for key roles, including the CEO. Additionally, the Board is updated on key talent indicators and initiatives for the overall company, including diversity, employee engagement and talent development programs. Finally, the Board oversees our global workplace safety initiatives and performance.

Sustainability

We are committed to being responsible corporate citizens. This means creating maximum value while having minimum impact on the environment. Integrating sustainability into the operations of an agribusiness and food company is imperative in today's business environment, and sustainability has become one of Bunge's strategic pillars for our operations globally.

Our philosophy is to "Act, Conserve and Engage," and we live by four clear principles:

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We contribute to the economic and social development of the communities where we work.



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We aim for good environmental performance by adopting and promoting proven, culturally sensitive and pragmatic best practices.



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We partner with others to promote and apply sustainable practices.



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We communicate openly.

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To achieve our goals, we have established a governance structure, overseen by our Board's Sustainability and Corporate Responsibility Committee. This committee oversees the development of relevant sustainability and corporate social responsibility policies, strategies and programs, including performance goals, risk management and disclosure. We continuously seek to enhance the transparency and sustainability of our value chains, reduce the environmental impact of our operations, strengthen engagement with key stakeholders and increase our reporting and disclosure. For more information, about our sustainability efforts, please see www.bunge.com/sustainability .

Board and Committee Self-Assessment Process

Pursuant to New York Stock Exchange requirements, our Corporate Governance Guidelines 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 identifying areas for improvement. The Chair of the Corporate Governance and Nominations Committee oversees the annual Board self-assessment process. Additionally, the Corporate Governance and Nominations Committee oversees the overall Board committee self-assessment process. Each director is expected to participate and provide feedback on a range of topics, including: Board and committee agendas, meeting practices and dynamics, the flow of information to and from the Board and its committees, Board oversight of key areas, including strategy, risk management, executive compensation and shareholder engagement and key governance matters such as Board refreshment, the structure, membership and leadership of the Board's committees and management succession planning. Director feedback is solicited on an individual basis through written questionnaires/assessments, individual director interviews and/or group discussions.

From time to time, the Board retains a third party experienced in corporate governance matters to act as a facilitator for the self-assessment process, including preparing and reviewing the written questionnaires/assessments and conducting individual director interviews. The Corporate Governance and Nominations Committee, along with the third-party facilitator (when one is retained) reviews the feedback from the self-assessment process and develops recommendations for areas that the Board and its committees should consider as improvements. These areas are further discussed by the Board. At the conclusion of this process, the Chair of the Corporate Governance and Nominations Committee, working with the Board Chair, other directors and the senior management team, develops action plans for any items that require follow-up. 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, management presentations and committee responsibilities, leadership and composition. As a result of the Board and committee self-assessment process undertaken during 2019, several changes were made to clarify the committee responsibilities and to update their respective charters.

Nomination of Directors

Under our Corporate Governance Guidelines,

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all directors must exhibit high standards of ethics, integrity, commitment and accountability and be committed to promoting the long-term interests of our shareholders; and



•

the Board will encompass a range of talent, skill and relevant expertise sufficient to provide sound guidance with respect to our operations and interests.

As provided in its charter, the Corporate Governance and Nominations Committee identifies and recommends to the Board nominees for election or re-election to the Board and will consider nominees submitted by shareholders. The committee strives to recommend candidates who complement the current members of the Board and other proposed nominees so as to further the objective of having a Board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the Board and its committees.

In that regard, from time to time, the Corporate Governance and Nominations Committee may identify certain skills, experience or attributes as being particularly desirable to help meet specific Board needs that have

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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 in light of these needs as well as the qualifications for Board membership described above. 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.

Under the Corporate Governance Guidelines, 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. Ms. Bair was identified as a director candidate by one of our shareholders, and Mr. Hees was identified as a director candidate by an existing member of the Board.

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, 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.

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 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.

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Election of Directors

Our Board has nominated each of the 11 nominees listed below for election at the Annual General Meeting, each to hold office until next year's Annual General Meeting. The Board has nominated each of these directors based on the recommendation of the Corporate Governance and Nominations Committee.

Each of Messrs. Fribourg, Fyrwald, Heckman and Winship were initially selected as a director pursuant to the Cooperation Agreements with each of Continental Grain Company and 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.

The Board believes that its members possess a variety of complementary skills, qualifications and experience that contribute to the Board's ability to oversee our operations and the shaping of our long-term business strategy. The following paragraphs set forth information about the nominees.

Nominees

		Sheila Bair, 65 Ms. Bair has been a member of our Board since 2019. She is the former Chair of the Federal Deposit Insurance Corporation, 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 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, a public interest group which monitors progress on the implementation of financial reforms. Ms. Bair serves as a non-executive director on the boards of Thomson Reuters Corporation, Host Hotels & Resorts, Inc., Industrial and Commercial Bank of China Ltd., several other private companies as well as the Volcker Alliance. She is an accomplished author and has written several books on financial issues. 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

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		Vinita Bali, 64 Ms. Bali has been a member of our Board since 2018. She served as Chief Executive Officer of Britannia Industries, a publicly listed food company in India, from 2005 to 2014. Prior to that, she was Head of the Business Strategy practice in the U.S. at the Zyman Group, a consulting firm. She started her career in India at a Tata Group company in 1977, and joined Cadbury India in 1980, subsequently working for Cadbury in the United Kingdom, Nigeria and South Africa until 1994. From 1994 to 2003, she held senior positions in marketing and general management at The Coca-Cola Company in the U.S. and Latin America, becoming Global Head of Corporate Strategy in 2001. Ms. Bali is a non-executive director on the boards of Smith & Nephew plc and Cognizant Technology Solutions, as well as several Indian companies, including CRISIL Ltd. and Syngene International Limited. She is a former non-executive director of Syngenta International AG. She also chaired the Board of the Global Alliance for Improved Nutrition (GAIN) from 2015-2018. Skills and Qualifications: Ms. Bali brings to our Board extensive leadership, management, operations, marketing and international experience in the food industry and emerging markets, as well as public policy experience.
		Carol M. Browner, 64 Ms. Browner has been a member of our Board since 2013. She is a senior counselor at Albright Stonebridge Group, a global advisory firm that provides strategic counsel to businesses on government relations, macroeconomic and political risks, regulatory issues, market entry strategies, and environmental, social and corporate governance issues. 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 chairs the board of the League of Conservation Voters. 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 advising large, complex

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		Andrew Ferrier, 61 Mr. Ferrier has been a member of our Board since 2012. He is Executive Chairman of Canz Capital Limited, a private investment company he founded in 2011. He served as Chief Executive Officer of Fonterra Co-operative Group Ltd., a leading New Zealand-based international dairy company, from 2003 to 2011. Previously, he served as President and Chief Executive Officer of GSW Inc., a Canadian consumer durable goods manufacturer, from 2000 to 2003. Prior to 2000, Mr. Ferrier spent 16 years in the sugar industry working in Canada, the United States, the United Kingdom and Mexico. From 1994 to 1999, Mr. Ferrier worked for Tate & Lyle, first as President of Redpath Sugars and subsequently as President and Chief Executive Officer of Tate & Lyle North America Sugars Inc. Mr. Ferrier has served as Chairman of New Zealand Trade and Enterprise, New Zealand's international economic development agency, since 2012. He is a former councillor of the University of Auckland, and he serves as a director of George Weston Limited. Skills and Qualifications: Mr. Ferrier's experience as a former chief executive of a large international enterprise focused on agricultural exports, and his experience as a former senior executive in the sugar industry, provides our Board with extensive knowledge of agricultural and commodity industries, including associated sustainability, risk management, manufacturing and logistics issues and experience with business operations in South America and China.
		Paul Fribourg, 66 Mr. Fribourg has been a member of our Board since 2018. He has served as Chairman and Chief Executive Officer 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., Loews Corporation and several private companies, including Castleton Commodities International LLC and Restaurant Technologies, Inc., as well as Syngenta AG. He is a former director of Apollo Global Management, LLC (2011-2018). He also serves as a board member of the Rabobank International North American Agribusiness Advisory Board, the New York University Mitchell Jacobson Leadership Program in Law and Business Advisory Board and Endeavor Global Inc. Mr. Fribourg is also a member of the Council on Foreign Relations and the International Business Leaders Advisory Council for The Mayor of Shanghai. Skills and Qualifications: Mr. Fribourg's experience as the CEO 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 our Board with insights

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		J. Erik Fyrwald, 60 Mr. Fyrwald joined our Board in 2018. He is currently the Chief Executive Officer of Syngenta, a leading global agriculture company, a position he has held since 2016. Mr. Fyrwald is also an Executive Director on the Syngenta Board of Directors and Chairman of the not for profit Syngenta Foundation. Prior to joining Syngenta, he served since 2012 as President and Chief Executive Officer of Univar, a leading distributor of chemicals and related services. He also previously served as President of Ecolab, a provider of cleaning, sanitation, water treatment and oil and gas products and services and as Chairman, President and Chief Executive Officer of Nalco, a water treatment and oil and gas products and services company. He was also Group Vice President of the Agriculture and Nutrition Division of DuPont from 2003 to 2008. Skills and Qualifications: Mr. Fyrwald's senior leadership experience in global businesses with a 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 our Board.
		Gregory A. Heckman, 58 Mr. Heckman has served as our acting CEO from January 2019 until his permanent appointment in April 2019. He joined our Board in 2018. He is Founding Partner of Flatwater Partners and has over 30 years of experience in the agriculture, energy and food processing industries. Most recently, Mr. Heckman was CEO of The Gavilon Group. 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. Skills and Qualifications: Mr. Heckman's deep agribusiness and food industry knowledge and leadership experience, his track record in driving growth and shareholder value in businesses he has led, as well as his experience as our CEO, provide our Board with valuable perspectives as we strategically review our portfolio of businesses, take action to improve our results and sharpen our operational and risk

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		Bernardo Hees, 50 Mr. Hees has been a member of our Board since 2019. He was a partner at 3G Capital, a global investment firm, from 2010 until the end of 2019. Mr. Hees served as Chief Executive Officer of The Kraft Heinz Company from July 2015 until June 2019 and as Chief Executive Officer of H.J. Heinz Company from June 2013 until its merger with Kraft Foods Group, Inc. in July 2015. Previously, Mr. Hees served as Chief Executive Officer 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 Chief Executive Officer of América Latina Logística, a logistics company, from January 2005 to September 2010. Mr. Hees serves as Chairman of the Board of Directors of Avis Budget Group, Inc. Skills and Qualifications : Mr. Hees's experience as former chief executive of a large international consumer products company and his experience as a former partner of a global investment firm provides our Board with valuable perspectives relating to global food and food ingredient supply chains. He also provides our Board with insights into the South American marketplace.
		Kathleen Hyle, 61 Ms. Hyle has been a member of our Board since 2012. She 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 for Constellation Energy Nuclear Group and for UniStar Nuclear Energy, LLC, a strategic joint venture between Constellation Energy and Électricité de France. 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 Chief Financial Officer 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 director of AmerisourceBergen Corporation and is a former director of The ADT Corporation. She also serves on the Board of Trustees of Center Stage in Baltimore, MD and is a former trustee of the Loyola University Maryland Sellinger School of Business and Management. Skills and Qualifications: Ms. Hyle brings senior leadership experience and extensive financial, risk management, manufacturing and logistics and public policy experience to our Board. She also previously chaired our Audit Committee for several years and

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		Henry W. (Jay) Winship, 52 Mr. Winship joined our Board in 2018. Since 2016, he 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 20 years of experience as an institutional investor and in investment management, accounting and financial management. He is a Certified Public Accountant and holds the professional designation of Chartered Financial Analyst. 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.
		Mark N. Zenuk, 52 Mr. Zenuk joined our Board in 2018. He 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 (NGP) where he led NGP's agribusiness investment platform from 2010 to 2016. Before joining NGP, 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. Skills and Qualifications: Mr. Zenuk's senior leadership experience provides deep knowledge of global agribusiness and food 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, including operations in China.

OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

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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 2019 was comprised of a mix of cash and equity-based compensation. The Human Resources and Compensation Committee periodically 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 2019, after review of the competitive landscape, no changes were made to the compensation of the Board of Directors.

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, 2019.

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Directors' Fees. Non-employee directors received the following fees in 2019: (i) an annual retainer fee of $100,000; (ii) an annual grant of time-based restricted stock units with a targeted value of $140,000, (iii) an annual fee of $15,000 for service as committee chair on any committee, except for the Chair of the Audit Committee, who received an annual fee of $20,000 due to the added workload and responsibilities of this committee; and (iv) an annual fee for each member of the Audit Committee of $10,000 due to the added workload and responsibilities of this committee. No fees are paid for service as a member of any other Board committee. In 2019, our non-executive Chair received a supplemental annual retainer consisting of $100,000 in cash and a targeted value of $150,000 in time-based restricted stock units. In addition, although directors do not receive an annual Board or committee meeting attendance fee, if the Board and/or a committee meets in excess of ten times in a given year, each director receives a fee of $1,000 for each additional meeting attended.

We also reimburse non-employee directors for reasonable expenses incurred by them in attending Board meetings, committee meetings and shareholder meetings.

2017 Non-Employee Directors Equity Incentive Plan. The 2017 Non-Employee Directors Equity Incentive Plan, which we refer to as the 2017 NED Plan, was approved by our shareholders in May 2017. The 2017 NED Plan, unless otherwise determined by the Human Resources and Compensation Committee, provides for an annual equity award to each continuing 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 annual equity award 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. 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 to each non-employee director during any calendar year may not exceed $540,000. We may grant non-qualified stock options, 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 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 120,000 common shares may be issued under the plan. As of December 31, 2019, 76,075 shares had been granted, inclusive of dividend equivalents.

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 are shares directly owned by the director, and 50% of the difference between the exercise price of a vested, in-the-money stock option and the fair market value of a common share. Unvested stock options or restricted stock units do not count toward satisfaction of the guidelines. We have not granted any stock options under the plan. Furthermore, our non-employee directors are required to hold 100% of the net shares acquired through our equity incentive plans until the guidelines are met.

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).

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Compensation Discussion and Analysis

This section of the proxy statement provides an overview of our executive compensation program and an analysis of the decisions made with respect to the compensation of the named executive officers in 2019. For 2019, our named executive officers were:

•

Gregory Heckman, Chief Executive Officer ("CEO") ⁽¹⁾



•

John Neppl, Chief Financial Officer ⁽²⁾



•

Raul Padilla, President Global Operations ⁽³⁾



•

Brian Zachman, President Global Risk Management ⁽⁴⁾



•

Christos Dimopoulos, President Global Supply Chains ⁽⁵⁾



•

Soren Schroder, Former Chief Executive Officer ⁽⁶⁾



•

Thomas Boehlert, Former Chief Financial Officer ⁽⁷⁾



•

Gordon Hardie, Former President Food and Ingredients ⁽⁸⁾

Throughout this Compensation Discussion and Analysis, we refer to Messrs. Heckman, Neppl, Zachman, Padilla, and Dimopoulos as the continuing named executive officers.

(1)

Mr. Heckman served as acting CEO from January 22, 2019 to April 25, 2019 when he was appointed CEO.

(2)

Mr. Neppl was appointed Chief Financial Officer effective as of May 29, 2019.

(3)

Mr. Padilla served as President South America and Sugar & Bioenergy until May 8, 2019 when he was appointed President Global Operations.

(4)

Mr. Zachman was appointed President Global Risk Management effective January 14, 2019.

(5)

Mr. Dimopoulos served as President Agribusiness until May 8, 2019 when he was appointed President Global Supply Chains.

(6)

Mr. Schroder resigned as CEO effective January 22, 2019 following the appointment of Gregory A. Heckman as acting CEO. Mr. Schroder remained employed with Bunge through June 30, 2019 to ensure an orderly transition.

(7)

Mr. Boehlert was succeeded by Mr. Neppl as Chief Financial Officer on May 8, 2019 and remained employed with Bunge through September 30, 2019 to ensure an orderly transition.

(8)

Mr. Hardie stepped down from his position as President Food and Ingredients on May 8, 2019 and remained employed with Bunge through September 30, 2019 to ensure an orderly transition.

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SHAREHOLDER ENGAGEMENT AND COMPENSATION GOVERNANCE

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 shareholder engagement outreach program, we receive valuable feedback on the issues that are most important to them, including our executive compensation program, governance, sustainability and corporate responsibility and our business and strategic direction. Over the past seven years, our non-executive Board Chair and members of our senior management team, have engaged with institutional investors representing approximately 40% — 50% of our outstanding shares. In these discussions, we seek to highlight a strong historical alignment of pay and performance driven by a CEO pay mix that is substantially performance-based and tied to pre-established performance metrics and goals that incentivize the creation of sustainable, long-term shareholder value.

Based on feedback received from our shareholders, as well as the Human Resources and Compensation Committee's consideration of competitive market practices, and its goal of continuing to link compensation to the achievement of our business plans and strategies, we have made meaningful changes to our executive compensation program in recent years, and will continue to do so as appropriate to maintain a strong link between executive pay and performance:

•

Added return on invested capital, which we refer to as ROIC, to our long-term performance objectives in our performance-based restricted stock unit, or PBRSU, program, and equally weighted diluted earnings per share, which we refer to as EPS, and ROIC.



•

Committed to limiting the use of supplemental time vested restricted stock unit awards to maintain our emphasis on performance-based compensation.



•

Added a provision to our stock ownership guidelines to provide more meaningful holding requirements up to 100% of net shares acquired through equity plans.



•

Revised the annual incentive plan so that a larger percentage of a participant's award is based on total Bunge results. For our named executive officers, 80% of their annual incentive is based on financial results measuring overall Bunge performance or a combination of Bunge and segment performance (equally-weighted so that named executive officers with segment responsibility have 40% of their annual incentive based on overall Bunge performance.



•

Replaced net income with earnings before interest and taxes, which we refer to as EBIT, in the annual incentive plan for 2019 in order to focus the short-term plan on operational excellence and further differentiate the annual incentive plan's measurement of earnings from the three-year cumulative diluted EPS measurement in the PBRSU program.

In addition, we are committed to clarity of compensation disclosures and maintaining strong compensation governance practices to support our pay for performance principles and further align the program with the interests of our shareholders. We have adopted a number of "best practices" with respect to executive compensation, including:

•

Robust stock ownership guidelines for executive officers and directors (six times the base salary for CEO; three times the base salary for other named executive officers and five times the annual cash retainer for directors), with holding requirements on 100% of net shares vested if the guideline is not met within the designated time frame.



•

More than 50% of target total compensation for our named executive officers is composed of long-term equity-based incentives and equity-based incentives represent 76% of target total compensation for our CEO.



•

Use of multiple performance metrics for annual and long-term incentives and comprehensive disclosure of incentive plan performance metrics and goals.

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•

A longstanding history of long-term incentives that are 100% performance-based, with 50% or more in PBRSUs that are only earned upon achievement of pre-established goals and the remainder in stock options that only have value when there is an increase in shareholder value. For 2019, the Human Resources and Compensation Committee made an adjustment to the above mix of long-term incentive vehicles relative to the refocused strategy as discussed on pages 33 and 45 of this proxy statement.



•

No golden parachute excise tax gross ups.



•

Executive compensation clawback policy applicable to all executive officers.



•

Anti-hedging and anti-pledging policy; transactions in company stock require pre-clearance and are subject to black-out periods.



•

Double trigger change of control provisions.



•

Equity incentive plan provisions that prohibit repricing of stock options without shareholder approval.



•

Use of an independent compensation consultant by the Human Resources and Compensation Committee.



•

Annual compensation risk assessment for employee incentive plans.



•

Limited perquisites.

2019 SAY-ON-PAY VOTE

Strong support from shareholders. We value the opinions of our shareholders and annually submit the compensation of our named executive officers to a non-binding shareholder advisory "say-on-pay" vote to approve the compensation of the named executive officers. Between 2014, the inception of our shareholder engagement outreach program, and 2019, an average of 91% of votes cast were in favor of our executive compensation program. We believe that this overall level of support reflects the success of our shareholder outreach efforts (as described on page 30 of this proxy statement) and shareholder endorsement of the structure and outcomes of our executive compensation program. At our 2019 Annual General Meeting, 82% of the votes cast on our annual say on pay vote were in favor of our executive compensation program. We have factored this latest result into our engagement efforts for 2019-2020. On an ongoing basis, the Human Resources and Compensation Committee reviews the executive compensation program to ensure its continued alignment with our pay-for-performance philosophy and general market practices.

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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.

LEADERSHIP TRANSITION

Our leadership underwent significant transformation in 2019. In December 2018, we announced that Mr. Schroder would step down as Chief Executive Officer. Mr. Heckman was appointed acting Chief Executive Officer on January 22, 2019 and was subsequently appointed Chief Executive Officer on April 25, 2019. Mr. Schroder remained with the organization through June 30, 2019 to assist with the orderly transition of his responsibilities.

In May 2019, we announced a new global operating model that, when completed, better aligns with our principal commercial activities: handling and processing, managing physical product flows, and risk management and optimization. In connection with the change in organizational structure, several changes were made to the leadership structure, including the following changes involving the named executive officers, effective May 8, 2019:

•

Mr. Padilla was appointed President, Global Operations. In this role, he manages all physical handling and processing assets, with a particular focus on our processing value chains, including milling operations.



•

Mr. Dimopoulos was appointed President, Global Supply Chains. In this role, he leads the physical commodity supply chains that support our handling and processing assets. He is also responsible for the trade flows, freight and distribution that serves our operations and those of our customers.



•

Mr. Zachman continues to serve as President, Global Risk Management, working to improve returns while reducing volatility across our business.



•

Mr. Hardie stepped down as President, Food and Ingredients and left the organization after a brief transition period in September 2019.



•

Mr. Neppl, who joined Bunge on May 29, 2019, succeeding Mr. Boehlert as Chief Financial Officer.



•

Mr. Boehlert left the organization after a brief transition period in September 2019.

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These changes solidify our leadership team as we continue to progress on our transformation initiatives to simplify the organization, accelerate decision-making and increase strategic flexibility, customer focus, and accountability.

PERFORMANCE AND STRATEGIC HIGHLIGHTS

Under Mr. Heckman's leadership, we have refocused the organization on three key strategic priorities to position us for success.

•

Drive operational performance through an operating model that allows for streamlined decision making and gets us closer to our customers.



•

Optimize the portfolio so that we can run a simpler, more focused business and, further, embed in the organization a culture of cost efficiency.



•

Strengthen financial discipline so that working capital is deployed for the highest return opportunities and so that any risk taken is appropriate for the current business climate.

Executing each of these three priorities will help us to better leverage our assets footprint and increase long-term shareholder returns.

We also continue 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: taking action on the causes of climate change and enhancing the resilience of our company to climate-related risk; developing responsible and traceable supply chains that support the sustainable development of agriculture; and helping to raise the bar for our sector by being an accountable leader around our sustainability performance. 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 grow our business, increase customer collaboration and loyalty, attract, retain, and motivate employees, and reduce our use of energy and natural resources.

PAY STRUCTURE AND HIGHLIGHTS

Financial and shareholder performance driven. In furtherance of our pay for performance objectives, it is our practice to deliver the majority of named executive officer compensation in the form of equity awards with multi-year vesting. In addition, we have a longstanding history of delivering 100% of our long-term incentives in performance-based vehicles, with 50% or more of the long-term incentive mix in PBRSUs that are only earned upon achievement of pre-established financial goals and the remainder in stock options that only have value when there is an increase in shareholder value. For 2019, the Human Resources and Compensation Committee made an adjustment to the mix of long-term incentive vehicles, reducing the weighting of stock options from 50% to 20% and introduced time-based RSUs with a weighting of 30% for all named executive officers except the CEO. This adjustment was made to recognize the degree of change and uncertainty created by the company's substantial leadership and organizational changes and to manage the potential near-term volatility of equity awards throughout the multi-year transformation. The Human Resources and Compensation Committee will continue to revisit this mix annually.

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Elements of Executive Compensation

*

Details are set forth on page 48 of this proxy statement.

Target Mix of Executive Compensation ⁽¹⁾

Highly performance leveraged and focused on long-term, equity incentives. Our CEO's target total compensation includes a mix of pay that is heavily weighted to long-term, equity-based incentives (76%). On average, our continuing named executive officers have 56% of total compensation targeted to be paid in long-term, equity-based incentives.

(1)

2019 base salary, target 2019 annual cash incentive, 2019 target value of equity awards at grant. Other NEO Target Total Compensation Mix represents the average of the continuing named executive officers, excluding the CEO.

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CEO Realized and Unrealized Long-Term Incentive Awards

A significant portion of CEO pay (76% of target total compensation) is at risk for long-term performance, and the ultimate value earned is highly dependent upon shareholder returns.

The reported value of long-term incentives granted to our CEO represents the potential or expected value of those awards over the long-term, based on certain assumptions used for accounting purposes. Given their long-term nature, our CEO will only realize, or receive, actual compensation from these awards over time, and the value of that compensation will be highly dependent upon our financial and stock price performance.

•

Value directly related to Bunge shareholder value: As of December 31, 2019, the actual total value (realized and unrealized) of grants made to our former CEO over the past three years was 21% of that reported in the Summary Compensation Table included in this proxy statement. Owing to the performance of Bunge's shares in recent years, the value of issued equity awards has declined substantially since grant.



•

Long-term focused: Upon grant, the potential value of PBRSUs is conditioned upon a three-year vesting and performance period, while the potential value of stock options can be realized over the course of ten years. In light of Bunge's recent financial and share price performance and the multi-year nature of our equity awards, executives have had limited opportunity to realize, or receive, value from granted equity awards. As of December 31, 2019, our former CEO realized, or received, 9% ($1,759,884) of the value of long-term awards granted to him in the past three years as reported in the Summary Compensation Table on page 57 of this proxy statement.

We believe this illustrates the long-term, shareholder-focused nature of compensation opportunities provided to our executives.

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CEO Pay and Performance Alignment

Our long-standing practice of tracking performance as measured by total shareholder return and realizable pay for our CEO relative to our executive compensation peer group allows us to assess the results of our pay practices over time to ensure payouts are appropriately calibrated relative to our returns to shareholders. Our history shows that over time, our total return to shareholders relative to our peers is consistent with the compensation delivered to our CEO relative to the same peers; with peer relative performance and pay both within a quartile of one another in nine of the past ten measurement periods:

A history of pay and performance alignment

(1)

Relative total direct realizable compensation, which we refer to as Relative TDC, is comprised of: (i) base salary; (ii) annual incentive awards reflected as a three-year average of actual awards paid for the corresponding period; and (iii) equity incentive awards for the corresponding period as follows: (a) stock options: current Black Scholes value; (b) PBRSUs: in cycle awards are assumed to be paid out at target and earned awards are reflected based on actual amounts paid out; and (c) time-based restricted stock units at current intrinsic value.

(2)

For the relative total shareholder return, which we refer to as Relative TSR, comparison, all components are calculated on a comparable basis for Bunge and the peer group companies. See page 38 of this proxy statement for a discussion of our executive compensation peer group.

PERFORMANCE METRICS

Aligned with business strategies and plans, focused on driving long-term value creation. Consistent with our pay for performance principles, the Human Resources and Compensation Committee chooses financial performance metrics under the annual and equity incentive plans that support our short- and long-term business plans and strategies, and incentivize management to focus on actions that create sustainable long-term shareholder value. In setting targets for short- and long-term performance metrics, the committee considers our annual and long-term business goals and strategies and certain other factors, including our past variance to targeted performance, economic and industry conditions, and practices of the peer group. The committee recognizes that performance metrics may need to change over time to reflect evolving business priorities, market conditions and competitive practices. Accordingly, the committee continues to annually reassess the performance metrics we use.

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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 comprised 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. Each year, the committee reviews and approves all compensation decisions relating to the named executive officers. Generally, all decisions with respect to determining the amount or form of named executive officer compensation are made by the committee in accordance with the methodology described below.

When making compensation decisions, the committee analyzes data from the comparator groups described on page 39 of this proxy statement, as well as tally sheets prepared by our human resources department for each of the named executive officers. The tally sheets provide the committee with the following information:

•

The dollar amount of each material element of compensation (base salary, annual cash incentive awards, long-term equity based incentive awards, retirement benefits and executive benefits and perquisites);



•

Historical equity grants;



•

Expected payments under selected termination of employment, retirement and change of control scenarios; and



•

Progress toward satisfaction of share ownership guidelines.

The tally sheets provide a comprehensive view of the various elements of actual and potential future compensation of our named executive officers, allowing the committee to analyze both the individual elements of compensation and the aggregate total amount of actual and potential compensation in making decisions.

In addition to reviewing data from the comparator groups and tally sheets, the committee also considers a number of factors that it deems important in setting target total direct compensation for each named executive officer:

•

Individual responsibilities, experience and achievements of the named executive officer and potential contributions towards our performance;



•

Recommendations from its independent compensation consultant;



•

Recommendations from the CEO and Chief Human Resources and Communications Officer (for officers other than themselves); and



•

Historical relationship between CEO pay and performance against the peer group.

The differences in target compensation levels among our named executive officers are primarily attributable to the differences in the median range of compensation for similar positions in the comparator groups and the factors described above.

ROLE OF EXECUTIVE OFFICERS

Assist in executing on our pay for performance strategy. The CEO assists the committee in setting the strategic direction of our executive compensation program; evaluates the performance of the named executive officers (excluding himself); and makes recommendations to the committee regarding their compensation in consultation with the Chief Human Resources and Communications Officer. The CEO and the Chief Human Resources and Communications Officer also participate in developing and recommending the performance criteria and measures for our named executive officers under our annual and equity incentive plans for consideration by the committee. Although it gives significant weight to the CEO's recommendations, the

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committee retains full discretion in making compensation decisions. The CEO is not present during the deliberations on his pay.

No other executive officers participated in the executive compensation process for 2019. Our human resources department, under the supervision of the Chief Human Resources and Communications Officer, also supports the committee in its work and implements our executive compensation program.

ROLE OF COMPENSATION CONSULTANT

Provide independent advice toward the fulfillment of the 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 it in the performance of its duties. The committee has sole authority to retain or terminate any such advisors and to approve their fees.

The committee has retained Semler Brossy Consulting Group as its independent compensation consultant to provide information, analysis, and objective advice regarding our executive compensation program. Management has no role in the committee selecting Semler Brossy. The committee periodically meets with Semler Brossy to review our executive compensation program and discuss compensation matters. For 2019, Semler Brossy performed the following functions at the committee's request:

•

Assisted the committee in its review and assessment of the peer group;



•

Compared each element of the named executive officers' 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 and other comparator groups used by proxy advisory firms to support the committee's goal of aligning our executive compensation program with shareholders' interests;



•

Prepared the compensation risk assessment for our executives and reviewed the compensation risk assessment for non-executive roles prepared by management;



•

Advised the committee with respect to the value of long-term incentive awards;



•

Advised the committee on competitive pay practices for non-employee director compensation;



•

Prepared presentations for the committee on general U.S. trends and practices in executive compensation;



•

Supported the committee in its review of the Compensation Discussion and Analysis;



•

Advised the committee on the design of executive incentive programs and arrangements;



•

Advised the committee on competitive practice with respect to executive severance and change in control arrangements.

The 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 Securities and Exchange Commission and the listing standards of the New York Stock Exchange. In March 2020, the committee concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the committee.

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.

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In determining named executive officer compensation, the 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 committee to compare the competitiveness of named executive officer compensation based on their individual responsibilities and scope 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."

Neither Willis Towers Watson nor McLagan makes recommendations or participates with the committee in discussions regarding the determination of amounts or forms of compensation for the named executive officers. Willis Towers Watson and McLagan from time to time provide other compensation consulting services to management.

As an initial guideline, the committee generally seeks to set target total direct compensation levels for each named executive officer within a range (+/- 15%) of 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 committee's reasonable discretion in order 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.

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BASE SALARY

Compensation for responsibilities, skill and experience. A portion of annual cash compensation is paid as base salary to provide named executive officers with an appropriate level of security and stability as well as to provide a competitive level of pay for the execution of their key responsibilities. Base salaries for the named executive officers are reviewed on an annual basis, and in connection with a promotion or other change in responsibilities. The Human Resources and Compensation Committee establishes base salaries for the named executive officers based on a number of factors, including:

•

Evaluation of the executive's scope of responsibilities;



•

Experience, contributions, skill level and level of pay compared to comparable executives in the comparator groups;



•

Recommendations from Semler Brossy; and



•

Recommendations from the CEO, in consultation with the Chief Human Resources and Communications Officer, for each named executive officer other than the CEO.

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 committee set the base salaries of the continuing named executive officers in 2019 as follows:

The committee increased Mr. Padilla's base salary to $1,039,445 (from $940,781 in 2018) to reflect market competitive positioning for comparable positions to his new role as President, Global Operations in the comparator group. No other named executive officer received a salary increase in 2019.

Until their respective separations, the other named executive officers received a salary at an annualized rate of: Mr. Schroder, $1,300,000; Mr. Boehlert, $775,000; Mr. Hardie, $700,000.

The base salary earned by each named executive officer is set forth in the "Salary" column of the Summary Compensation Table on page 57 of this proxy statement.

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SIGNING BONUSES

In connection with the hiring of Messrs. Heckman, Neppl and Zachman, respectively, we provided them with one-time signing bonuses to replace forfeited opportunities and as an inducement to join Bunge. The amounts set forth below were paid shortly following the commencement of their employment:

These signing bonuses were an important part of their total compensation package, which was essential to the successful recruitment of each of these individuals. The amounts of each of the signing bonuses was determined based on arm's-length negotiations and input from Semler Brossy related to competitive compensation practices.

ANNUAL CASH INCENTIVE AWARDS

Drive achievement of short-term progress toward long-term value creation. The committee provides named executive officers an opportunity to earn cash incentive awards under our Annual Incentive Plan, an annual, performance-based incentive plan that is available to a broad group of employees. The Annual Incentive Plan provides a cash incentive that is directly related to the achievement of predetermined financial and strategic measures, based on a formula related to total Bunge, segment, and individual performance and contributions that drive annual results aligned with our long-term strategy and goals.

Target annual cash incentive award opportunities under the Annual Incentive Plan are established by the committee using analyses of comparable executives in the comparator groups and based on a percentage of each named executive officer's base salary. The committee generally sets target annual cash incentive opportunities for named executive officers at approximately the median level for comparable executives in the comparator groups. The following target annual incentive awards were established by the committee for the continuing named executive officers in 2019:

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The committee increased Mr. Padilla's target annual incentive award to 125% effective May 1, 2019 to reflect market competitive positioning for comparable positions to his new role as President, Global Operations in the comparator group. Such increase was pro-rated to reflect the change in Mr. Padilla's responsibilities in May 2019. No other named executive officer received an increase in target annual incentive award 2019.

The following target annual incentive awards were established for the other named executive officers: Mr. Schroder — $2,080,000, or 160% of base salary; Mr. Boehlert — $775,000, or 100% of base salary; Mr. Hardie — $700,000, or 100% of base salary. Upon their respective separations from service, the other named executive officers forfeited their respective rights to an award under the terms of the Annual Incentive Plan.

Performance is heavily weighted towards the achievement of financial performance metrics. The actual annual incentive awards earned by each named executive officer may be above, at, or below the established target level based on Bunge and/or segment financial performance and the named executive officer's individual performance goals attained for the relevant year. In order to receive a partial incentive award under the Annual Incentive Plan, a threshold level of performance must be attained with respect to the performance metrics and goals. If threshold performance levels are not achieved, no payout is made. Maximum performance levels provide an incentive to significantly enhance performance and are set at challenging levels. Incentive opportunities are subject to caps on the amounts that can be earned, so as not to encourage undue risk taking.

For 2019, the named executive officers were eligible to receive an annual cash incentive award ranging from 0% to 240% of their target annual incentive award opportunity. Achievement of 240% of target annual incentive award opportunity requires both financial and individual performance at maximum levels, and is expected to be achieved in only rare circumstances.

Financial Performance Metrics

Reward achievement of earnings and capital efficiency targets. For 2019, the committee allocated Annual Incentive Plan metrics between (i) ROIC for Bunge as a whole and/or for the segment for which a named executive officer had primary responsibility and (ii) EBIT for Bunge as a whole and at the segment level, based on the primary responsibilities of the named executive officer. All named executive officers have a minimum of 40% of their annual incentive opportunity based on the performance of Bunge as a whole. Target levels are aligned with the annual business plan and reflect the achievement of market competitive financial performance.

•

ROIC measures the relationship between profits and the invested capital used in our businesses. As we operate in a number of capital intensive businesses, this metric allows us to measure management's ability and efficiency in using capital to generate profits.



•

The committee views EBIT as a useful measure of a business unit's performance without regard to its financing methods or capital structure. This metric is a financial measure that is widely used by analysts and investors in our industries.

For 2019, the committee established the following performance weightings under the Annual Incentive Plan. The weightings assigned to Mr. Zachman and Mr. Dimopoulos reflect responsibility for the Agribusiness segment.