What changed in this filing

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Item 9A. Controls and Procedures

2023-11-08 compared with 2022-11-02 · 609 added, 587 removed, 2493 unchanged (32% of the section changed)

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On November 7, 2023, we and Mr.

Debertin entered into an amendment ("Employment Agreement Amendment No.

3") to the employment agreement we entered into with Mr.

Debertin on May 22, 2017 ("Employment Agreement"), as previously amended on November 5, 2020 ("Amendment No.

1") and on November 4, 2021 ("Amendment No.

2"), pursuant to which the term of the Employment Agreement was extended to August 31, 2026 and the termination provisions of the Employment Agreement were amended to provide that Mr.

Debertin would receive welfare benefit continuation for two years following the termination of his employment, if he chooses to retire on or after August 31, 2025.

Debertin entered into another amendment to the Employment Agreement ("Employment Agreement Amendment No.

4"), in order to, among other things, recognize his outstanding performance and long tenure and to further emphasize performance-based incentive award opportunities that can be earned for long term strategy execution as reflected in our results relative to goals set at the start of the multi-year performance period, pursuant to which:

• During the 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), Mr.

Debertin will be entitled to a target ELTIP award opportunity of 5 times his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold ELTIP award opportunity equal to one-half of the target ELTIP award opportunity and a maximum ELTIP award opportunity equal to twice the target ELTIP award opportunity.

Prior to the execution of Employment Agreement Amendment No.

4, the Employment Agreement (as amended) provided Mr.

Debertin with a target ELTIP award opportunity of 3 times his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum ELTIP award opportunity equal to two times his target ELTIP award opportunity;

• During the fiscal year 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), if Mr.

Debertin's employment ends due to death or permanent disability (as defined in our ELTIP) or if he is employed for at least 6 months of such a performance period and his employment ends due to retirement approved (such approval not to be unreasonably withheld) by our Board of Directors, then upon completion and certification of performance results for such performance period, he will be eligible for a vested full grant participation in the applicable ELTIP award with the payout factor calculated at the same time as other participants.

The foregoing description of the Employment Agreement Amendment No.

4 does not purport to be complete and is qualified in its entirety by reference to Employment Agreement Amendment No.

3, which is filed as E xhibit 10.1C to this Annual Report on Form 10-K and is incorporated herein by reference.

4, which is filed as Exhibit 10.1 D to this Annual Report on Form 10-K and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Perry Meyer 69 1 2014

Steve Riegel 70 8 2006

Daniel Schurr 58 7 2006

Jerrad Stroh 53 8 2022

Kevin Throener 51 3 2019

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Our directors complete the National Association of Corporate Directors comprehensive Director Professionalism course and earn the Certificate of Director Education.

We believe that each of our directors meets the aforementioned eligibility requirements and qualifications described under "Director Elections and Voting" to serve on the Board of Directors.

David Beckman has been a member of the CHS Board of Directors since 2018.

He is a member of the Audit Committee and CHS Foundation Board of Trustees.

He is secretary of the Nebraska Cooperative Council and former board chair for Central Valley Ag Cooperative in York, Nebraska.

He is vice chair of the Audit Committee and a member of the Capital Committee.

He is a former secretary of the Nebraska Cooperative Council and former board chair for Central Valley Ag Cooperative in York, Nebraska.

He holds a bachelor's degree in agronomy from the University of Nebraska-Lincoln.

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In partnership with his family, he raises irrigated corn and soybeans and operates a custom hog-feeding operation near Elgin, Nebraska.

Blew, First Vice Chair, has been a member of the CHS Board of Directors since 2010.

Since 2017, Mr.

Blew has served as first vice chair of the Executive Committee of the Board.

He also serves on the Audit and Corporate Risk Committees.

He is a member of the board of directors of Mid Kansas Coop, Moundridge, Kansas, and is a member of the Hutchinson Community College Ag Advisory Board, Kansas Livestock Association, Texas Cattle Feeders Association and Red Angus Association of America.

Blew, Second Vice Chair, has been a member of the CHS Board of Directors since 2010.

He serves on the Governance and Corporate Risk Committees.

Blew has also served as first vice chair of the Executive Committee of the Board.

He is a former member of the board of directors of Mid Kansas Coop, Moundridge, Kansas, and is a member of the Hutchinson Community College Ag Advisory Board, Kansas Livestock Association, Texas Cattle Feeders Association and Red Angus Association of America.

He holds an applied science degree in farm and ranch management from Hutchinson (Kansas) Community College.

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He is chair of the Government Relations Committee and a member of the Corporate Risk Committee.

He serves on the board of trustees for Presentation College and the Avera Rural Cancer Advisory Board.

He is a former member of the Agtegra Cooperative board and previously served as a director of the South Dakota Value Added Agriculture Development Center, South Dakota Soybean Association and Redfield Farmers Union Oil Company.

He serves on the board of trustees for Presentation College.

He holds a bachelor's degree in agricultural economics and agricultural business from South Dakota State University.

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He and his wife raise corn, soybeans and wheat in Brown and Spink counties in South Dakota.

Scott Cordes has been a member of the CHS Board of Directors since 2017.

He is vice chair of the Audit Committee and vice chair of the Corporate Risk Committee.

Scott Cordes, First Vice Chair, has been a member of the CHS Board of Directors since 2017.

He is vice chair of the Corporate Risk Committee and a member of the Governance Committee.

He serves as a director and past chair of Security State Bank of Wanamingo.

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He co-owns and operates a corn and soybean farm near Wanamingo, Minnesota.

Jon Erickson, Second Vice Chair, has been a member of the CHS Board of Directors since 2011.

Since 2017, he has been second vice chair of the Executive Committee of the Board.

He is also a member of the Audit and Capital Committees.

Jon Erickson has been a member of the CHS Board of Directors since 2011.

He is a member of the Audit and Capital Committees and previously served as second vice chair of the Executive Committee of the Board.

He is an advisory board member for the Quentin Burdick Center for Cooperatives, a board member of the State Historical Society of North Dakota Foundation, a council member of Rural Leadership North Dakota and a member of the North Dakota Farmers Union and North Dakota Stockmen's Association.

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Mark Farrell has been a member of the CHS Board of Directors since 2016.

He is a member of the Government Relations and Corporate Risk Committees.

He is vice chair of the CHS Foundation Board of Trustees and a member of the Governance Committee.

Previously, he served as a director and president of the Premier Cooperative board and as a director of Mount Horeb Farmers Co-op and United Ethanol.

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He is a member of the Government Relations and Capital Committees.

He also serves on the board for Citizens Bank of Minnesota.

He also serves on the board for Citizens Bank of Minnesota and is a former board chair of River Region Cooperative.

He holds an associate degree in machine tool technology from Mankato (Minnesota) Technical College.

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He serves as chair of the Capital Committee and as vice chair of the Government Relations Committee.

He also serves as a member of the board for the Cooperative Network.

Previously, he served as board chair of AgCountry Farm Credit Services and on the boards of the Minnesota Farm Credit Legislative Committee, Farmers Union Oil, CHS Prairie Lakes, Mid-Minnesota Association and Minnesota State Co-op Directors Association, including terms as board secretary for Farmers Union Oil and CHS Prairie Lakes.

Previously, he served as board chair of AgCountry Farm Credit Services and board chair of the Cooperative Network and on the boards of the Minnesota Farm Credit Legislative Committee, Farmers Union Oil, CHS Prairie Lakes, Mid-Minnesota Association and Minnesota State Co-op Directors Association, including terms as board secretary for Farmers Union Oil and CHS Prairie Lakes.

Johnsrud's principal occupation has been farming for more than five years.

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Kehl has served as secretary-treasurer of the Executive Committee of the Board.

He also serves as a member of the Capital and Governance Committees.

He is vice chair of the Governance Committee and a member of the Capital Committee.

He previously was a director of CHS SunBasin Growers and vice chair of the Columbia Basin Seed Association.

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He operates a family farm, raising corn, soybeans and hogs near New Ulm, Minnesota.

Steve Riegel has been a member of the CHS Board of Directors since 2006.

He is a member of the Capital and Governance Committees.

He is an advisory director of Bucklin National Bank.

He attended Fort Hays (Kansas) State University, majoring in agricultural business and animal science.

Riegel's principal occupation has been farming for more than five years.

He raises irrigated corn, soybeans, alfalfa, dryland wheat and milo and operates a cow-calf operation near Ford, Kansas.

Daniel Schurr, Chair, has been a member of the CHS Board of Directors since 2006.

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He raises corn and soybeans near LeClaire, Iowa, and operates a commercial trucking business.

Jerrad Stroh has been a member of the CHS Board of Directors since 2022.

He is a member of the Audit Committee and the CHS Foundation Board of Trustees.

He serves on the board of Cooperative Producers, Inc., and has completed the Nebraska Cooperative Council Director Certification program.

Stroh’s principal occupation has been farming for more than five years.

He and his family raise corn and soybeans near Juniata, Nebraska.

Kevin Throener has been a member of the CHS Board of Directors since 2019.

He is a member of the Governance Committee and vice chair of the CHS Foundation Board of Trustees.

He serves as a CHS Dakota Plains director and is active in the North Dakota Farmers Union, the North Dakota Stockmen's Association and Knights of Columbus.

He is a member of the Audit Committee and the CHS Foundation Board of Trustees.

He has served on the board of directors of CHS Dakota Plains and has been a member of Full Circle Ag, James Valley Ag and Agtegra cooperatives.

He is active in the North Dakota Farmers Union and North Dakota Stockmen's Association.

He attended North Dakota State University, majoring in agricultural systems management.

Throener's principal occupation has been farming for more than five years.

He and his wife raise corn, soybeans, alfalfa and cattle near Cogswell, North Dakota.

He and his wife and family raise corn, soybeans, alfalfa and cattle near Cogswell, North Dakota, and also operate a beef feedlot and custom forage harvesting business.

Cortney Wagner has been a member of the CHS Board of Directors since 2020.

She serves as vice chair of the Governance Committee and is a member of the CHS Foundation Board of Trustees.

She is a member of the Corporate Risk and Government Relations Committees.

She serves on the board of the Montana Council of Cooperatives.

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Region Incumbent

Region 1 (Minnesota) Alan Holm

Region 3 (North Dakota) Kevin Throener

Region 4 (South Dakota) Hal Clemensen

Region 5 (Connecticut, Delaware, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia, Wisconsin) Mark Farrell

Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma, Texas) Open Seat

Region 1 (Minnesota) Scott Cordes

Region 1 (Minnesota) Open Seat

Region 2 (Montana and Wyoming) Cortney Wagner

Region 3 (North Dakota) Jon Erickson

Region 7 (Iowa, Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Missouri, North Carolina, South Carolina and Tennessee) Daniel Schurr

Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas) Clinton J.

Voting rights, including those in regard to director elections, arise by virtue of membership in CHS, not because of ownership of any equity or debt instruments;

therefore, our preferred shareholders cannot recommend nominees to our Board of Directors nor vote in regard to director elections unless they are Class A or Class C members of CHS.

therefore, our preferred shareholders cannot recommend nominees to our Board of Directors nor vote in regard to director elections unless they are also Class A or Class C members of CHS.

EXECUTIVE OFFICERS

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Jay Debertin 63 President and Chief Executive Officer

Richard Dusek 58 Executive Vice President, Country Operations

Darin Hunhoff 52 Executive Vice President, Energy

David Black 57 Executive Vice President, Enterprise Transformation and Chief Information Officer

Richard Dusek 59 Executive Vice President, Country Operations, Distribution and Transportation

John Griffith 54 Executive Vice President, Ag Business and CHS Hedging

Olivia Nelligan 47 Executive Vice President and Chief Financial Officer

Gary Halvorson 50 Executive Vice President, Enterprise Customer Development

Darin Hunhoff 53 Executive Vice President, Energy

Mary Kaul-Hottinger 59 Executive Vice President, Chief Human Resources Officer

Olivia Nelligan 48 Executive Vice President, Chief Financial Officer and Chief Strategy Officer

Brandon Smith 43 Executive Vice President, General Counsel

David Black 56 Senior Vice President, Enterprise Transformation & Chief Information Officer

Gary Halvorson 49 Senior Vice President, Enterprise Customer Development

Mary Kaul-Hottinger 58 Senior Vice President, Human Resources

Jay Debertin has been president and chief executive officer ("CEO") for CHS since May 2017.

He leads the strategic leadership team in strengthening CHS by advancing operational excellence, strengthening CHS's financial performance and building a team to grow CHS's core businesses to create connections that empower agriculture.

He leads the strategic leadership team in strengthening CHS by advancing operational excellence, strengthening CHS financial performance and building a team to grow core CHS businesses to create connections that empower agriculture.

Debertin joined CHS in 1984 in the petroleum division and held a variety of positions in its energy marketing operations before being named vice president of crude oil supply in 1998.

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From 2010 to 2017, he served as executive vice president and chief operating officer of Energy and Foods where he led energy, transportation and processing at CHS.

Debertin serves as board chair for Ventura Foods.

Debertin serves as chair of the board for Ventura Foods, LLC, and the National Council of Farmer Cooperatives.

.He also serves on the board of directors for Securian Financial.

He earned a bachelor's degree in economics from the University of North Dakota and a master of business administration degree from the University of Wisconsin-Madison.

Richard Dusek has been executive vice president, country operations, since November 2017.

He leads transformation of the CHS retail platform as a critical distribution channel for our core businesses, aligning an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our farmer- and rancher-owners, and driving growth and efficiency through a customer-focused solutions platform.

Dusek is a former board member of The Fertilizer Institute and the Minneapolis Grain Exchange.

David Black has been executive vice president, enterprise transformation, and chief information officer for CHS since December 2022.

He is responsible for enterprise transformation, marketing and communications, sustainability and innovation, facilities and CHS global information technology.

Black leads enterprise transformation efforts, driving ongoing companywide efficiency and opportunities for profitable growth, as well as strategy, implementation, delivery and operation of information technology for all CHS businesses worldwide.

He also oversees our owner and employee communications, advertising and public relations and CHS sustainability programs.

Black serves on the boards of Ventura Foods and Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.

He is former board chair of Ag Gateway, a nonprofit consortium of 300-plus businesses, which strives to promote, enable and expand e-business in agriculture.

Black joined CHS in 2014 and previously worked at Monsanto Company, where he served as vice president, information technology, overseeing all aspects of information technology for its global commercial businesses.

During his 20 years with Monsanto, he also served as vice president, corporate strategy, and president, Monsanto Agro-Services, LLC, and was responsible for new business development.

Black earned a bachelor's degree in computer science from Tarkio College.

Richard Dusek has been executive vice president, country operations, transportation and distribution, since November 2017.

He leads transformation of the CHS retail operations and enterprise transportation platforms to serve as a critical distribution channel for our core businesses, aligning an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our owners, and driving growth and efficiency through a customer-focused solutions platform.

Dusek is a former board member of The Fertilizer Institute and Minneapolis Grain Exchange.

He joined CHS in 1988 as a wheat trader.

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He earned a bachelor of science degree in agricultural economics from North Dakota State University and is a graduate of the Harvard Business School Advanced Management Program.

Darin Hunhoff has been executive vice president, energy, since May 2017.

He leads CHS energy operations including refineries, pipelines and terminals, refined fuels, propane, lubricants, and transportation and logistics.

In addition, he oversees CHS Strategic Sourcing, the company's enterprisewide strategic sourcing initiative.

Hunhoff serves on the board of directors for Ardent Mills.

He joined CHS more than 25 years ago as a petroleum specialist.

He has also been chief strategy officer for CHS and has spent several years in energy leadership roles, including time as senior vice president of refined fuels and vice president of propane.

He earned a bachelor's degree in marketing and business management from Southwest Minnesota State University.

John Griffith has been executive vice president, ag business and CHS Hedging, since January 2021.

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Griffith chairs the North American Export Grain Association board.

He also serves as board chair for CHS Hedging, a commodities brokerage subsidiary of CHS.

He also serves as board chair for CHS Hedging, a commodities brokerage subsidiary of CHS, and represents CHS on the CF Nitrogen Board of Managers.

He worked for CHS early in his career as a grain merchandiser and rejoined CHS at a leadership level in January 2013.

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John's University and a master of business administration degree from Rockhurst University.

Olivia Nelligan is the executive vice president and chief financial officer for CHS, joining the organization in January 2020.

Gary Halvorson has been executive vice president, enterprise customer development, since December 2022.

He is responsible for efforts across all businesses to deliver a focused and coordinated customer experience for owners and customers.

He also oversees marketing and sales functions for CHS wholesale and retail agronomy businesses and agronomy product development, as well as CHS cooperative resources, which provides strategic business and talent planning for cooperatives.

Halvorson serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.

Halvorson has served on the National FFA Sponsors Board, the Agricultural Retailers Association board of directors and The Fertilizer Institute (TFI) board of directors.

He joined CHS more than 20 years ago.

Most recently, he led the CHS agronomy business.

Prior to that, Mr.

Halvorson held various leadership roles with CHS at locations in North Dakota before becoming general manager for CHS Ag Services in Warren, Minnesota.

Halvorson also served as vice president of farm supply for CHS country operations.

He earned a bachelor's degree in business from Concordia University.

Darin Hunhoff has been executive vice president, energy, since May 2017.

He leads CHS energy operations including refineries, pipelines and terminals, refined fuels, propane and lubricants.

In addition, he oversees CHS strategic sourcing, which creates value through an enterprisewide approach to sourcing and procurement.

Hunhoff serves on the board of directors for Ardent Mills.

He joined CHS more than 25 years ago as a petroleum specialist.

He has also been chief strategy officer for CHS and has spent several years in energy leadership roles, including time as senior vice president of refined fuels and vice president of propane.

He earned a bachelor's degree in marketing and business management from Southwest Minnesota State University.

Mary Kaul-Hottinger has been executive vice president, chief human resources officer, for CHS since January 2023.

Kaul-Hottinger sets direction and strategy to help CHS achieve key priorities with a focus on helping the organization attract, develop and retain high-performing and diverse talent to drive business growth and the company’s strategies.

She also has responsibility for the company’s community giving and employee volunteerism.

Kaul-Hottinger has more than 37 years of experience in human resources.

She joined CHS in 2018 as the senior vice president, chief human resources officer, after serving 11 years at Ecolab as vice president of human resources for Ecolab’s global businesses, where she and her team supported multiple business units with more than 30,000 employees in the Americas, Europe, the Middle East, Africa and Asia Pacific.

Prior to joining Ecolab in 2007, she served in human resources leadership roles supporting operating divisions at General Mills and Pillsbury.

She also held human resources roles at Securian Financial, formerly Minnesota Life.

Kaul-Hottinger serves on the board of Together We Grow, a consortium of major agribusiness and food interests building the workforce of tomorrow.

She earned a bachelor’s degree in business administration from the University of St.

Olivia Nelligan is executive vice president, chief financial officer and chief strategy officer for CHS, joining the organization in January 2020.

She is responsible for finance activities and strategic planning across CHS and chairs the CHS Retirement Plan Committee.

She also serves on the board of directors for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.

Before joining CHS, Ms.

Nelligan held executive positions in multiple organizations, as well as acting as a management consultant.

She also serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.

Her past experience includes serving as chief executive officer of Nasco, LLC, a private equity-owned company that provides specialty products for education, healthcare, laboratory testing and agriculture.

Her past experience includes serving as chief executive officer of Nasco, LLC, a private equity-owned company.

Nelligan spent 14 years with Kerry Group plc and was global chief financial and strategic planning officer of its Taste and Nutrition division when she left the company in 2016.

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He earned a juris doctor degree from Cornell Law School and a bachelor's degree in business management from Hiram College.

David Black has been senior vice president, enterprise transformation, and chief information officer for CHS since April 2018.

He leads enterprise transformation, global information technology, innovation, marketing, communications and facilities.

He leads enterprise transformation efforts, driving ongoing companywide efficiency and opportunities for profitable growth.

Black leads strategy, implementation, delivery and operation of information technology for all CHS businesses worldwide and oversees our owner and employee communications, advertising and public relations and CHS sustainability programs.

He also serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming.

He also serves on the board of Ventura Foods and is former board chair of Ag Gateway, a nonprofit consortium of 300-plus businesses, which strives to promote, enable and expand e-business in agriculture.

He joined CHS in 2014.

Black previously worked at Monsanto Company, where he served as vice president, information technology, overseeing all aspects of information technology for its global commercial businesses.

During his 20 years with Monsanto, he also served as vice president, corporate strategy, and president, Monsanto Agro-Services, LLC.

Black earned a bachelor's degree in computer science from Tarkio College.

Gary Halvorson has been senior vice president, enterprise customer development, since September 2021.

He is responsible for efforts across all businesses to deliver a focused and coordinated customer experience for owners and customers.

Halvorson represents CHS on the board of directors for The Fertilizer Institute (TFI) and on the CF Nitrogen Board of Managers.

Previously, he served on the National FFA Sponsors Board and the Agricultural Retailers Association board of directors.

He joined CHS more than 20 years ago.

Most recently, he led the CHS agronomy business.

Prior to that, Mr.

Halvorson held various leadership roles with CHS at locations in North Dakota before becoming general manager for CHS Ag Services in Warren, Minnesota.

Halvorson also served as vice president of farm supply for CHS country operations.

He earned a bachelor's degree in business from Concordia University.

Mary Kaul-Hottinger has been senior vice president, human resources, for CHS since September 2018.

Kaul-Hottinger sets direction and strategy for human resources with a focus on helping us attract, develop and retain high-performing and diverse employees.

She also oversees CHS community giving, which provides giving and volunteer programs to strengthen hometown communities in collaboration with local cooperatives.

Prior to joining CHS, she was vice president, human resources, for Ecolab's global businesses and supported business units with more than 30,000 employees.

She previously served in human resources leadership roles at General Mills and Pillsbury.

Kaul-Hottinger holds a bachelor's degree in business administration from the University of St.

None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.

DELINQUENT SECTION 16(a) REPORTS

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Based solely upon a review of copies of reports on Forms 3 and 4 and amendments thereto filed electronically with the SEC during, and reports on Form 5 and amendments thereto filed electronically with the SEC with respect to the fiscal year ended August 31, 2023, and based further upon written representations received by us with respect to the need to file reports on Form 5, except for Mr.

Erickson, who filed one late Form 4, which was later amended, relating to two transactions in November 2021, no persons filed late reports required by Section 16(a) of the Exchange Act during fiscal 2022.

Black, who filed one late Form 5 in January 2023 relating to his sale of preferred stock, no persons filed late reports required by Section 16(a) of the Exchange Act during fiscal 2023.

CODE OF ETHICS

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In fiscal 2023, the Audit Committee was comprised of Mr.

Cordes (from August 31, 2022 until January 12, 2023), Mr.

Erickson, Mr.

Fritel and Mr.

Meyer (chair), each of whom is an independent director.

Meyer (chair), Mr.

Stroh and Mr.

Throener (from January 12, 2023 until present), each of whom was an independent director during their service on the Audit Committee.

The Audit Committee has oversight responsibility to our member-owners relating to our financial statements and the financial reporting process, preparation of the financial reports and other financial information provided by us to any governmental or regulatory body, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of our financial statements.

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To be eligible for service as a director, a nominee must among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or member of a cooperative association and (iii) reside in the geographic region from which he or she is nominated.

Neither management nor the incumbent directors have any control over the nominating process for directors.

Neither management nor the incumbent directors have any control

over the nominating process for directors.

Because of the nomination procedure and the election process, we cannot ensure that an elected director serving on our Audit Committee will be an audit committee financial expert.

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Jay Debertin President and Chief Executive Officer

Olivia Nelligan Executive Vice President and Chief Financial Officer

Darin Hunhoff Executive Vice President, Energy

Richard Dusek Executive Vice President, Country Operations

Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer

Brandon Smith Executive Vice President, General Counsel

Darin Hunhoff Executive Vice President, Energy

John Griffith Executive Vice President, Ag Business and CHS Hedging

CHS creates connections to empower agriculture for our producer and member cooperative owners and the communities in which we and our owners live and operate.

Our compensation programs are aligned with our operational objectives and long-term business strategy and are designed to attract, reward and retain high-performing and diverse team members who are passionate about our mission.

This section outlines the objectives and principles underlying our compensation and benefit programs, as well as the objectives and principles underlying compensation decisions.

This section outlines the objectives and principles underlying our compensation and benefit programs, as well as our compensation decisions for the CEO and other Named Executive Officers.

In this Compensation Discussion and Analysis, the related compensation tables and the accompanying narratives, all references to a given year refer to our fiscal year ending on August 31 of that year.

Compensation Philosophy and Objectives

The Governance Committee of our Board of Directors ("Governance Committee") oversees the administration of, and the fundamental changes to, our executive compensation and benefits programs.

The primary principles and objectives in compensating our executive officers include:

The Governance Committee of our Board of Directors ("Governance Committee") oversees the design and administration of our executive compensation and benefit programs.

The primary principles and objectives in compensating our executive officers are to:

• Attract and retain exceptional talent who meet our leadership expectations and are engaged and committed to the long-term success of CHS by providing market-competitive compensation and benefit programs;

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• Ensure compliance with government mandates and regulations.

There are no material changes anticipated to our compensation philosophy or objectives for fiscal 2023.

Components of Executive Compensation and Benefits

Our executive compensation programs are designed to attract and retain highly qualified executives and to motivate them to optimize member-owner returns and to achieve our long-term strategies by achieving specified goals.

The compensation program links executive compensation directly to our annual and long-term financial performance.

A significant portion of each executive's compensation depends on meeting financial goals and a smaller portion is linked to individual performance objectives.

The Governance Committee reviews our executive compensation policies each year with respect to the correlation between executive compensation and creating member-owner value, as well as the competitiveness of our executive compensation programs.

The Governance Committee, with input from a third-party consultant if necessary, determines what, if any, changes are appropriate to our executive compensation programs, including the incentive plan goals applicable to our Named Executive Officers under the incentive compensation plans to which they and other employees are eligible.

A third-party consultant is chosen and hired directly by the Executive Committee of our Board of Directors ("Executive Committee") to

provide guidance regarding market-competitive levels of base pay, annual variable pay and long-term incentive pay, as well as market-competitive allocations between base pay, annual variable pay and long-term incentive pay for our CEO.

The data is shared with our Board of Directors, which makes final decisions regarding our CEO's base pay, annual incentive pay and long-term incentive pay, as well as the allocation of compensation between base pay, annual incentive pay and long-term incentive pay.

There are no formal policies for allocation between long-term and short-term compensation other than the intention to be competitive with the external compensation market for comparable positions and to be consistent with our compensation philosophy and objectives.

The Executive Committee recommends to our Board of Directors salary actions relative to our CEO and approves annual and long-term incentive awards for our CEO based on performance of CHS compared to the financial goals and, as applicable, individual performance.

Governance of Executive Compensation

Our executive compensation programs are designed to attract and retain top talent executives and to motivate them to optimize member-owner returns and to execute our long-term strategies.

The executive compensation program utilizes a pay for performance approach to link each executive's total compensation to a combination of the company's short-term and long-term financial performance and achievement of individual performance objectives.

The Governance Committee assists the Board of Directors in fulfilling its responsibilities regarding matters that relate to governing the organization, including reviewing and making recommendations to the Board with respect to the establishment, material modification to, or amendment of incentive, bonus or other similar compensation plans in which other Named Executive Officers are eligible participants.

The Governance Committee and the Executive Committee of our Board of Directors ("Executive Committee") have engaged a third-party consultant, Pay Governance LLC, to advise on the short-term and long-term incentive pay plans applicable to our senior executives, including our other Named Executive Officers.

Annually, the Governance Committee establishes incentive plan goals applicable to our other Named Executive Officers under the incentive compensation plans to which they and other employees are eligible.

Pay Governance, LLC provides guidance to the Executive Committee regarding market-competitive levels of base pay, short-term incentive pay, long-term incentive pay and the overall compensation package for our CEO.

Data and analysis is shared with the Executive Committee, which considers the data and analysis as part of its review of the CEO's pay.

The Executive Committee recommends to our Board of Directors pay actions relative to our CEO and approves annual and long-term incentive awards for our CEO based on company performance against the preestablished financial goals and, as applicable, individual performance.

The Board of Directors makes final decisions regarding our CEO's base pay, short-term incentive pay and long-term incentive pay, as well as the allocation between these components.

In turn, our Board of Directors communicates this pay information to our CEO.

That same consultant provides guidance to our Governance Committee regarding annual variable pay and long-term incentive pay plans applicable to our senior executives, including our Named Executive Officers.

Our CEO is not involved with the selection of the third-party consultant and does not participate in or observe Executive Committee meetings that concern CEO compensation matters.

Based on a review of compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Compensation"), with input from a third-party consultant if necessary, our CEO decides base compensation levels for the other Named Executive Officers, recommends for the Board of Directors' approval the annual and long-term incentive pay plan performance goals applicable to the other Named Executive Officers (and other employees) and communicates base and incentive compensation pay to the other Named Executive Officers.

Based on a review of compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Executive Compensation and Benefits"), with input from a third-party consultant if necessary, our CEO decides compensation levels for the other Named Executive Officers, recommends for the Board of Directors' approval the annual and long-term incentive financial performance goals applicable to the other Named Executive Officers (and other employees) and communicates base and incentive compensation to the other Named Executive Officers.

The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.

Components of Compensation

Our executive compensation and benefits program consists of seven components.

Each component is designed to be competitive within the executive compensation market.

Components of Executive Compensation and Benefits

Our executive compensation and benefit program consists of seven components.

Each component is designed to be competitive with the external market.

In determining competitive compensation levels, we analyze independent compensation survey information, including comparable industries, markets, revenues and companies that compete with us for executive talent.

In fiscal 2022, the Willis Towers Watson CDB Executive Compensation Survey Report, Mercer Benchmark Database/Total Remuneration Survey and Radford/Aon Compensation Database were used for this analysis, and the survey and database data extracted included median market rates for base salary, annual incentive, total cash compensation and total direct compensation.

Companies included in the surveys and database vary by industry, revenue and number of employees, and represent both public and private ownership, as well as nonprofit, government and mutual organizations.

Compensation paid by a comparator group of industry-specific companies, which includes 16 private, public and cooperative organizations in the agronomy, energy, food and grain industries, is also considered when making compensation decisions.

The following companies comprised the 2022 comparator group:

In fiscal 2023, information from the following sources was considered:

• Willis Towers Watson General Industry Executive (U.S.)

• Willis Towers Watson Custom Peer Comparator Group Executive (U.S.;

includes the portion of the 16 peer companies that elected to participate in the survey)

• US Mercer Benchmark Database/Total Remuneration Survey (Executive)

• Radford/Aon Global Compensation Database (Executive)

The survey and database data included a range of competitive pay levels, including median market rates for base salary, short-term incentive, total cash compensation, long-term incentive and total direct compensation.

Companies included in the surveys and databases vary by industry, revenue and number of employees, and represent both public and private ownership, as well as nonprofit, government and mutual organizations.

In determining competitive compensation levels for the CEO, various factors were considered including market data from surveys and publicly available proxy compensation data from a specific comparator group of peer companies, which included 16 private, public and cooperative organizations in the agronomy, energy, food and grain industries.

Our Board annually reviews the peer group companies list and makes adjustments to the peer group companies list based on internal and external market data.

The Board approved the following comparator group for 2023:

Comparator Group

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Cargill* HF Sinclair Marathon Petroleum Williams Companies

The emphasis of our executive compensation package is weighted more on variable pay through annual variable pay and long-term incentive awards.

This is consistent with our compensation philosophy of emphasizing a strong link between pay, employee performance and business goals to foster a clear line of sight and strong commitment to our short-term and long-term success and also aligns our programs with general market practices.

The goal is to provide our executives with an overall compensation package that is competitive in comparable industries, companies and markets.

We target the market median compensation for base pay, target total cash and target total direct compensation, and the 75th percentile for total direct compensation when we achieve above-market performance.

For fiscal 2022, base pay was slightly below the market median and total cash compensation and total direct compensation were above the market median.

The total cash compensation was above the market median because actual earned annual variable pay awards were achieved at the maximum l evel of performance.

The above market median total direct compensation occurred because long-term incentive awards for the fiscal 2020-2022 performance period were achieved at the superior level of performance.

The following table presents a more detailed breakout of each compensation element:

*While public disclosure of pay was not available, aggregate market data from surveys including these companies was considered.

The goal is to provide our executives with an overall total compensation package that is competitive in comparable industries, companies and markets.

We target around market median compensation levels for base pay, target total cash and target total direct compensation, and around the 75 th percentile for actual total direct compensation when above-market performance is achieved and below market median levels if performance is below market.

For fiscal 2023 for the Named Executive Officers excluding the CEO, base pay, on average, was slightly below the market median and total cash compensation and total direct compensation were above the market median on average.

The total cash compensation, on average, was above the market median because actual earned short-term incentive awards were achieved

at the maximum level of performance.

The total direct compensation, on average, was above the market median because actual earned long-term incentive awards for the fiscal 2021-2023 performance period were achieved at the superior level of performance.

For fiscal 2023, the CEO's base pay and target total cash compensation were at the desired competitive range around market median for the achievement of target annual performance results.

However, target total direct compensation was lower than the desired competitive range due to the target long-term incentive award being significantly below market median.

With the strong performance this fiscal year, his actual total direct compensation was closer to the market median than the market 75 th percentile (reflecting maximum payout under the long-term incentive but with a target award opportunity that was below market median).

The following table presents a detailed breakdown of each compensation element:

Pay Element Definition of Pay Element Purpose of Pay Element

Base Pay Competitive base level of compensation provided relative to skills, experience, knowledge and contributions • Provides the fundamental element of compensation for carrying out duties of the job

Annual Variable Pay Broad-based employee short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals • Provides a direct link between pay and annual business objectives

Base Pay Competitive base level of compensation provided relative to skills, experience, knowledge and contributions • Provides the fundamental element of compensation for demonstrating core responsibilities of the job

Short-Term Incentive Broad-based employee short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals • Provides a direct link between pay and annual business objectives

• Provides pay for performance to motivate and encourage the achievement of critical business initiatives

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The supplemental plans include nonqualified retirement benefits that restore qualified benefits contained in our broad-based plans for employees whose retirement benefits are limited by salary caps under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code");

in addition, the plans allow participants to voluntarily defer receipt of a portion of their income • These benefits are provided to attract and retain senior managers with total rewards programs that are competitive with comparable companies

Health and Welfare Benefits Medical, dental, vision, life insurance and short-term disability benefits generally available to all full-time employees.

in addition, the plans allow participants to voluntarily defer receipt of a portion of their income • These benefits are provided to attract and retain senior leaders with total rewards programs that are competitive with comparable companies

Health and Welfare Benefits Medical, dental, vision, life insurance and short-term disability benefits are generally available to all full-time employees.

Certain officers, including our Named Executive Officers, also are eligible for executive long-term disability benefits • With the exception of executive long-term disability benefits, these benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees

Additional Benefits Additional benefits are provided to certain officers, including our Named Executive Officers • These benefits are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to us

Explanation of Ratio of Salary and Bonus to Total Compensation

The structure of our executive compensation package is focused on a suitable mix of base pay, annual variable pay and long-term incentive awards to encourage executive officers and employees to strive to achieve goals that benefit our member-owners' interests over the long term and to better align our programs with general market practices.

Fiscal 2023 Executive Compensation Mix at Target

The charts below illustrate the mix of base salary, annual variable pay at target performance (2022 Performance

Period) and long-term incentive compensation at target performance (2020-2022 Performance Period) for fiscal 2022 for our CEO and the other Named Executive Officers as a group.

The objectives of our executive compensation program require a suitable mix of base pay, short-term incentive pay and long-term incentive pay that will drive the executive officers to achieve results that benefit our member-owners' interests over the long term while maintaining alignment with the competitive talent market.

The charts below illustrate the mix of base salary, short-term incentive target pay and long-term incentive target pay based on the 2023 Grants of Plan-Based Awards values (see table under Section 11.2) for our CEO and the other Named Executive Officers as a group.

Base salaries of our Named Executive Officers represent a fixed form of compensation paid on a semimonthly basis.

The base salaries are generally set at the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies.

The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope of responsibilities and individual experience.

The base salaries are generally set around the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies.

The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope of responsibilities, individual experience and performance.

Base salaries for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities.

Changes in base salaries are determined through review of competitive market data, as well as individual performance and contribution.

Changes are not governed by pre-established weighting factors or merit metrics.

Changes in base salaries are determined through review of competitive market data, as well as individual performance and contribution, internal equity and other factors.

Changes are not governed by preestablished weighting factors or a specific merit matrix.

Our CEO is responsible for this process for the other Named Executive Officers.

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Debertin received a 4.0% base salary increase effective January 1, 2023.

Our Board of Directors approved the increase to maintain a competitive pay position to market.

Our Board of Directors approved the increase to reward Mr.

Debertin for strong performance and to maintain a competitive pay position to market.

Nelligan, Mr.

Dusek and Mr.

Smith received base salary increases of 5.3%, 3.0%, 3.3% and 3.0%, respectively.

Annual Variable Pay

Named Executive Officers are covered by the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other employees and, based on the plan provisions, when they are hired or retire they receive awards prorated to the period of time eligible.

Each Named Executive Officer was eligible to participate in the AVP for fiscal 2022.

Target AVP award levels were set with reference to competitive market compensation levels and were intended to motivate our executives by providing annual variable pay awards for the achievement of predetermined goals.

Our AVP program for fiscal 2022 was based on enterprise-level financial performance and specific management business objectives with the actual payout dependent on achieving predetermined enterprise-level financial performance goals and individual performance goals.

The financial performance components included ROIC goals for CHS at the enterprise level.

The threshold, target and maximum ROIC goals for fiscal 2022 are set forth in the table below.

The management business objectives include individual performance against specific goals relating to subjects such as business profitability, execution of strategic initiatives or talent acquisition, development and retention.

In conjunction with the annual performance appraisal process for our CEO, our Board of Directors reviews the individual goals and, in turn, determines and approves this portion of the annual variable pay award based upon completion or partial completion of the previously specified goals and principal accountabilities for our CEO.

Likewise, our CEO uses the same process for determining individual goal attainment for the other Named Executive Officers.

Hunhoff, and Mr.

Griffith received base salary increases of 10%, 4%, 3.39% and 10.09%, respectively.

The larger base salary increases for Ms.

Nelligan and Mr.

Griffith included both a merit increase and a market adjustment to improve competitive pay position to market.

Overview of Performance-Based Incentive Plans

We operate our diversified global businesses to maximize value, in the near-term and long-term, for our member cooperatives, farmer-owners and customers.

Our officer compensation program reflects this key objective by emphasizing performance-based incentive opportunities, through the AVP and ELTIP that are discussed in detail below, with awards earned commensurate with our results.

The actual payouts for the incentive cycles ending in 2023 reflect the team's outstanding execution relative to our business strategy in key areas including revenues, earnings and capital management, which are, collectively, captured in our primary financial measure of ROIC.

The AVP, which has a larger group of employees eligible to participate, rewards annual ROIC results and, for executives, the ELTIP rewards three-year ROIC results and requires an additional vesting period over 28 months for earned awards.

Short-Term Incentive Pay

Named Executive Officers are covered by the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other management and professional employees and, based on the plan provisions, when they are hired or retire they receive awards prorated to the period of time eligible.

Each Named Executive Officer was eligible to participate in the AVP for the entirety of fiscal 2023.

Target AVP award levels were set with reference to various factors including internal equity and competitive market compensation levels and were intended to motivate our executives by providing short-term incentive awards

for the achievement of predetermined annual goals.

Our AVP incentive for fiscal 2023 was weighted 70% on enterprise-level financial performance and 30% on specific management business objectives.

• The financial performance component was based on preestablished ROIC goals for CHS at the enterprise level.

The threshold, target and maximum ROIC goals approved by the Board of Directors for fiscal 2023 are set forth in the table below.

• The management business objectives were based on individual performance against specific goals relating to subjects such as business profitability, execution of strategic initiatives or talent acquisition, development and retention.

In conjunction with the annual performance appraisal process for our CEO, our Board of Directors reviews the individual goals and, in turn, determines and approves this portion of the short-term incentive award based upon completion or partial completion of the previously specified goals and principal accountabilities for our CEO.

Likewise, our CEO uses a similar process for determining individual goal attainment for the other Named Executive Officers.

CHS financial performance goals and award opportunities under our fiscal 2023 Annual Variable Pay Plan were as follows:

Performance Level CHS Company

Performance Goal Percent of Target Award

Maximum 7.2% ROIC 200%

Target 6.2% ROIC 100%

Threshold 5.2% ROIC 50%

Below threshold <5.2% ROIC 0%

Performance Level CHS ROIC Goal Target Award Multiple

Maximum 9.0% 2.0x

Target 7.5% 1.0x

Threshold 6.0% 0.5x

Below threshold <6.0% 0.0x

ROIC is not defined under U.S.

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GAAP and may not be comparable to similarly titled measures used by other companies.

ROIC is a measurement of how efficiently we use capital and the level of returns on that capital and is calculated by dividing adjusted net operating profit after tax by average funded debt plus equity at the beginning of the year.

We define adjusted net operating profit after tax as earnings before tax plus interest, net, and the sum is multiplied by the effective tax rate.

For purposes of the fiscal 2022 AVP, we define funded debt as the sum of the average of long-term debt at the beginning and end of the year, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2019, 2020, 2021 and 2022, respectively, and the total beginning of year equity as of July 31, 2019, 2020 and 2021, respectively.

Our Board of Directors approved the ROIC performance goals for the fiscal 2022 AVP and determined our CEO's individual goals.

The weighting of our CEO's goals for fiscal 2022 was 70% CHS total company ROIC and 30% principal accountabilities and individual goals.

Our CEO determined individual goals for the other Named Executive Officers.

The weighting of goals for the other Named Executive Officers for fiscal 2022 was 70% CHS total company ROIC and 30% individual goals.

ROIC results for fiscal year 2022 were 16.1% .

Despite the significant and enduring operating and leadership challenges experienced in fiscal year 2022 and that we continue to experience, Mr.

Debertin, the other Named Executive Officers, and our other CHS employees responded with timely decisions and actions to adju st to those challenging business conditions and consistently execute to meet the needs of our customers and member-owners.

Strong global demand due to geopolitical factors and supply chain disruptions resulted in market volatility with higher commodity prices and refining margins in our Energy segment, which contributed to increased earnings in fiscal 2022.

ROIC is a measurement of how efficiently we use capital and the level of returns on that capital.

It is calculated by dividing net operating profit after tax by average funded debt plus beginning equity.

We define adjusted net operating profit after tax as earnings before taxes plus interest, net, and the sum is multiplied by the effective tax rate.

For purposes of the fiscal 2023 AVP, we define funded debt as the sum of the average of beginning and end of year funded debt, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2022 and 2023, respectively, and the total beginning of year equity as of July 31, 2022, respectively.

ROIC results for fiscal year 2023 were 16.4%, resulting in award payouts at 2.0x target for the financial performance component.

Robust global demand and market volatility continued to result in commodity prices that were elevated from historical averages.

Adjusted net operating profit after tax increased in fiscal 2023, as our Energy segment delivered strong earnings with favorable market conditions in our refined fuels business and our Ag segment experienced strong meal and oil demand, resulting in improved oilseed crush margins that contributed to higher earnings.

Debertin, the other Named Executive Officers, and our other CHS employees were able to consistently execute to meet the needs of our customers and member-owners .

The CEO and each other Named Executive Officer's performance was determined by the Board of Directors or the CEO, respectively, to have been strong against their individual objectives, and therefore, each Named Executive Officer was awarded the maximum payout for the 30% individual goals component.

Annual vari able pay awards that will be or have been paid under the Annual Variable Pay Plan for fiscal 2022 for the Named Executive Officers are as follows:

Name Variable Pay

Jay Debertin $ 3,939,192

Olivia Nelligan 1,380,000

Darin Hunhoff 1,357,900

Richard Dusek 1,265,000

Brandon Smith 1,350,330

Short-term incentive awards that were earned under the Annual Variable Pay Plan for fiscal 2023 for the Named Executive Officers are as follows:

Name Position 2023 AVP Awards

Jay Debertin President and Chief Executive Officer $ 4,096,800

Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer 1,518,000

Brandon Smith Executive Vice President, General Counsel 1,404,380

Darin Hunhoff Executive Vice President, Energy 1,403,920

John Griffith Executive Vice President, Ag Business and CHS Hedging 1,380,000

Profit-Sharing

Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also applicable to other employees.

Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also available to other employees.

The purpose of the Profit-Sharing Plan is to provide a direct link between employee pay and our profitability.

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Accordingly, each Named Executive Officer earned a 5% award under the Profit-Sharing Plan.

Long-Term Incentive

Long-Term Incentive Pay

Each Named Executive Officer was eligible to participate in the CHS Inc.

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Our Board of Directors approves the ELTIP goals for each three-year period.

Awards from the ELTIP are contributed to the Deferred Compensation Plan after the end of each performance period.

Earned awards from the ELTIP are contributed to the Deferred Compensation Plan after the end of each performance period.

These awards vest over an additional 28-month period following the performance period end date.

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Participants who meet retirement criteria, die or become disabled receive prorated awards following the ELTIP rules.

Like the Annual Variable Pay Plan, award levels for the ELTIP are set with regard to competitive considerations.

The target level ELTIP award level was 115% of base salary for Named Executive Officers other than Mr.

Debertin for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2022), and 125% of base salary for performance periods beginning on or after September 1, 2021.

Debertin's target level ELTIP award level was 150% of base salary for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2022, and 300% of base s alary for performance periods beginning on or after September 1, 2021.

For the three-year ELTIP period ending in fiscal 2022, the ELTIP performance measure was based upon our ROIC during the period.

Like the Annual Variable Pay Plan, award levels for the ELTIP are set with regard to various factors including internal equity and market competitive considerations.

The target level ELTIP award level was 1.15x base salary for Named Executive Officers other than Mr.

Debertin for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2023), and 1.25x base salary for performance periods beginning on or after September 1, 2021.

Debertin's target ELTIP award level was 1.5x his base salary for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2023), and 3.0x his base s alary for performance periods beginning on or after September 1, 2021.

For the three-year ELTIP period ending in fiscal 2023, the ELTIP performance measure was ROIC.

As stated above, ROIC is a measurement of how efficiently we use capital and the level of returns on that capital and is calculated by dividing adjusted net operating profit after tax by average funded debt plus total equity at the beginning of the year.

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GAAP and may not be comparable to similarly titled measures used by other companies.

Award opportunities for the fiscal 2020-2022 ELTIP are expressed as a percentage of a participant's average base salary as of August 31 for each of the three years in the performance period.

Award opportunities for the fiscal 2021-2023 ELTIP are expressed as a multiple of a participant's average base salary as of August 31 for each of the three years in the performance period.

We must meet a three-year period threshold level of ROIC performance for any participant to earn an award payout under the 2021-2023 ELTIP.

As indicated in the below table, the threshold, target, maximum and superior performance maximum ROIC goals for the fiscal 2020-2022 performance period are as follows:

Performance Level CHS Three-Year ROIC Percent of Target Award

Superior performance maximum 7.9% 400%

Maximum 6.9% 200%

Target 5.9% 100%

Threshold 4.9% 50%

Below threshold <4.9% 0%

Business conditions in the agriculture and energy industries were highly variable during the 2020-2022 performance period, which included ROIC performance well above the target performance level during the period before the coronavirus pandemic began and ROIC performance slightly above t he maximum performance level from the beginning of the pandemic period through the end of fiscal 2021.

In much of fiscal 2022, external market conditions in both our Ag and Energy segments resulted in financial and operating performance that greatly exceeded the superior performance level.

Both our Ag and Energy segments experienced significant favorable changes in business conditions and were subject to external economic forces that caused our ROIC performance to vary significantly during each year (5.1% in 2020;

6.2% in 2021;

and 16.1% in 2022).

Actual ROIC performance for the fiscal 2020-2022 performance period was 9.24%.

As indicated in the table below, the threshold, target, maximum and superior performance maximum ROIC goals for the fiscal 2021-2023 performance period are as follows:

Performance Level CHS Three-Year ROIC Target Award Multiple

Superior performance maximum 7.5% 4.0x (1) / 3.33x (2)

Maximum 6.5% 2.0x

Target 5.5% 1.0x

Threshold 4.1% 0.5x

Below threshold <4.1% 0.0x

(1) For the Named Executive Officers other than the CEO, the superior performance level results in an award equivalent to 4.0x the target award.

(2) For the CEO, the superior performance level results in an award equivalent to 3.33x the target award.

Business conditions in the agriculture and energy industries were favorable and afforded us opportunities during the 2021-2023 performance period.

Our ability to execute in this environment with strong operational performance resulted in ROIC of 6.2% during fiscal 2021, which was above the target performance level, and 16.1% and 16.4% in fiscal 2022 and fiscal 2023, respectively, which was well above the superior performance maximum.

Overall ROIC performance for the fiscal 2021-2023 performance period was 13.1%, resulting in superior performance level awards equivalent to 4.0x the target for Named Executive Officers other than the CEO and 3.33x the target for the CEO.

ELTIP payments for the fiscal 2021-2023 ELTIP for the Named Executive Officers are as follows:

Name ELTIP Payments

Jay Debertin 6,437,835

Olivia Nelligan 2,297,444

Darin Hunhoff 2,663,064

Richard Dusek 2,476,093

Brandon Smith 1,774,220

Details for the fiscal 2022 awards associated with the fiscal 2022-2024 ELTIP performance period are provided in the "2022 Grants of Plan-Based Awards" table.

Other Compensation

To preserve key leadership continuity and bench strength, as well as a total direct compensation opportunity amount that is competitive to market, our Board of Directors approved a potential retention incentive award ("2018 Retention Award") for certain of our senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the 2018 Retention Award was approved.

The 2018 Retention Award value is equal to the percentage of base salary used for the 2016-2018 ELTIP awards at the target level, based on the participant’s job level as of August 31, 2018, multiplied by the participant’s base salary as of August 31, 2018.

Pursuant to its original terms, the 2018 Retention Award would only be earned if the applicable participant continued active employment through January 1, 2021, or met the limited pro-ration criteria provided in the 2018 Retention Award.

However, in light of the COVID-19 pandemic and its potential impact on our fiscal 2021 business and financial performance, and the economy in general, and based upon the recommendation of the Governance Committee and the request of Messrs.

Debertin, Dusek, Hunhoff and our other eligible senior officers, in November 2020, our Board of Directors modified the terms of the 2018 Retention Award to provide that it would only be earned if the applicable participant continued active employment through January 1, 2022, except that, if the applicable participant's employment ended voluntarily or involuntarily for a reason unrelated to misconduct between January 1, 2021, and January 1, 2022, the participant would earn and be paid the 2018 Retention Award.

Payments for the 2018 Retention Award for the Named Executive Officers made in January 2022 are as follows:

Name Retention Award Payment

Jay Debertin $ 1,768,125

Darin Hunhoff 371,000

Richard Dusek 347,988

Nelligan and Mr.

Smith were not active participants in the 2016-2018 ELTIP or actively employed by us on the date the 2018 Retention Award was approved, they were not granted a 2018 Retention Award.

Name Position ELTIP Payments

Jay Debertin President and Chief Executive Officer $ 6,588,481

Olivia Nelligan Executive Vice President, Chief Financial Officer and Chief Strategy Officer 2,806,000

Brandon Smith Executive Vice President, General Counsel 2,710,472

Darin Hunhoff Executive Vice President, Energy 2,720,112

John Griffith Executive Vice President, Ag Business and CHS Hedging 2,522,332

The fiscal 2023 award grant values associated with the fiscal 2023-2025 ELTIP performance period, which continue to measure three-year ROIC, are provided in the "2023 Grants of Plan-Based Awards" table.

Retirement Benefits

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Compensation and benefits are limited based on limits imposed by the Internal Revenue Code.

A Named Executive Officer's benefit under the Pension Plan depends on pay credits to his or her account, which are based on the Named Executive Officer's total salary and annual variable pay for each year of employment, date of hire, age at date of hire and the length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.

date of hire and the length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.

The amount of pay credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer’s base salary and annual variable pay plus compensation reduction pursuant to the 401(k) Plan and any pretax contribution to any of our welfare benefit plans, paid vacations, paid leaves of absence and pay received if away from work due to a sickness or injury.

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Age 45-49 5% 10%

Age 50 or more 6% 12%

Age 50 or higher 6% 12%

Investment Credits

We credit a Named Executive Officer's account at the end of the calendar year with an investment credit based on the balance at the beginning of the year.

The investment credit is based on the average return for one-year U.S.

Treasury bills for the preceding 12-month period.

The investment credit is based on the average return for one-year Treasury bills for the four-month period from August 1 through November 30 of the prior year.

The minimum interest rate under the Pension Plan is 4.65% and the maximum is 10%.

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Participants are 100% vested in their own contributions and are fully vested after two years of service in matching contributions made on the participant’s behalf by us.

Nonparticipants are automatically enrolled in the plan at a 3% contribution rate and, effective each January 1, the participant's contribution will be automatically increased by 1%.

Eligible participants are automatically enrolled in the plan at a 3% contribution rate and, effective each January 1, the participant's contribution will be automatically increased by 1%.

This escalation will stop once the participant's contribution reaches 15%.

The participant may elect to cancel or change these automatic deductions at any time.

The participant may elect to cancel or change these automatic contributions at any time.

Supplemental Executive Retirement Plan and CHS Inc.

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Because the Internal Revenue Code limits the benefits that may be paid from the Pension Plan and the 401(k) Plan, the CHS Inc.

Supplemental Executive Retirement Plan ("SERP") and the Deferred Compensation Plan were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits they would have been entitled to receive under the qualified plan had these limits not been in effect.

The SERP also includes compensation deferred under the Deferred Compensation Plan that is excluded under the qualified retirement plan.

All Named Executive Officers participate in the SERP.

Participants in the plans are select management or highly compensated employees who have been designated as eligible by our CEO to participate.

Supplemental Executive Retirement Plan ("SERP") and the Deferred Compensation Plan ("DCP") were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits they would have been entitled to receive under the qualified plan had these limits not been in effect.

The SERP also includes compensation deferred under the DCP that is excluded under the qualified retirement plan.

All Named Executive Officers are eligible to participate in the SERP.

Compensation includes total salary and annual variable pay without regard to limitations on compensation imposed by the Internal Revenue Code.

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Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

The Deferred Compensation Plan allows eligible Named Executive Officers to voluntarily defer receipt of up to 75% of their base salary and up to 100% of their annual variable pay.

The DCP allows eligible Named Executive Officers to voluntarily defer receipt of up to 75% of their base salary and up to 100% of their annual variable pay.

The election must occur prior to the beginning of the calendar year in which the compensation will be paid.

During the year ended August 31, 2021, all of the Named Executive Officers were eligible to participate in the Deferred Compensation Plan.

Debertin and Ms.

Nelligan participated in the elective portion of the Deferred Compensation Plan.

Benefits from the Deferred Compensation Plan are primarily funded in a rabbi trust, with a balance as of August 31, 2022, of $134.4 million.

During the year ended August 31, 2023, all of the Named Executive Officers were eligible to participate in the DCP.

Debertin, Ms.

Nelligan and Mr.

Griffith participated in the elective portion of the DCP.

Benefits from the DCP are primarily funded in a rabbi trust, with a balance as of August 31, 2023, of $144.1 million.

Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

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The cost of this coverage is shared by us and the covered Named Executive Officer.

Dental, Vision and Hearing Plan

Named Executive Officers and their dependents may participate in our dental, vision and hearing plan on the same basis as other eligible full-time employees.

The plan provides coverage for basic dental, vision and hearing expenses.

Dental and Vision Plan

Named Executive Officers and their dependents may participate in our dental and vision plan on the same basis as other eligible full-time employees.

The plan provides coverage for basic dental and vision expenses.

The cost of this coverage is shared by us and the covered Named Executive Officer.

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Named Executive Officers participate in our Short-Term Disability Plan ("STD") on the same basis as other eligible full-time employees.

The Named Executive Officers also participate in an executive Long-Term Disability Plan ("LTD") and, effective January 1, 2023, will receive Individual Disability Insurance ("IDI").

The Named Executive Officers also participate in an executive Long-Term Disability Plan ("LTD") and

Individual Disability Insurance ("IDI").

These programs replace a portion of income in the event that a Named Executive Officer is disabled under the applicable terms and is unable to work full-time.

The cost of STD and LTD coverage is, and the cost of IDI coverage will be, paid by us.

The cost of STD, LTD and IDI coverage is paid by us.

Flexible Spending Accounts/Health Savings Accounts

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These are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to us.

More details can be found in the "All Other Compensation" section of the Summary Compensation Table.

Incentive Compensation Recovery Policy

We have an Incentive Compensation Recovery Policy ("Recovery Policy") that applies to our current and former employees who are or were identified by us as an "officer" pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934 and The Nasdaq Stock Market LLC ("The Nasdaq") listing standards ("Covered Employee").

The Recovery Policy provides that, in the event of a required revision of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, we will require reimbursement or forfeiture of any excess incentive compensation received by any Covered Employee during the three completed fiscal years immediately preceding the date on which we determine that we are required to prepare an accounting restatement.

The amount of excess incentive compensation will be equal to the amount by which the Covered Employee's incentive compensation for the relevant period exceeded the amount that would have been earned or awarded based on the restated financial results, as determined by our Board of Directors.

On September 6, 2023, our Board of Directors approved an amendment to our Incentive Compensation Recovery Policy ("Recovery Policy") effective as of December 1, 2023.

The purpose of the amendment to the Recovery Policy was to bring the Recovery Policy into compliance with newly adopted Listing Rule 5608 by The Nasdaq Stock Market LLC and to provide general updates to the policy to reflect what we believe are best practices.

Specifically, the Recovery Policy applies to our current and former directors, employees, and employees who are or were identified by us as an "officer" which for purposes of the Recovery Policy includes any person that performs policy-making functions for CHS or any subsidiary of CHS ("Recovery Party").

The Recovery Policy provides that, in the event of a required restatement of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, we will require reimbursement or forfeiture of any excess incentive compensation received by any Covered Employee during the three completed fiscal years immediately preceding the earlier of (i) the date our Board of Directors (including a committee of our Board of Directors) concludes or reasonably should have concluded, that CHS is required to prepare an accounting restatement or (ii) the date a court, regulator or other legally authorized body directs CHS to prepare an accounting restatement.

The amount of excess incentive compensation will be equal to the amount by which the Covered Recovery Party's incentive compensation for the relevant period exceeded the amount that would have been earned or awarded based on the restated financial results, as determined by our Board of Directors.

The method used to recover the applicable excess incentive compensation will be determined by our Board of Directors, in its sole discretion, and may include requiring reimbursement of cash incentive compensation that was previously paid, forfeiting any incentive compensation contribution made under the Deferred Compensation Plan, offsetting the recovered amount from any compensation or incentive compensation that may be earned or awarded in the future or taking any other remedial or recovery action permitted by law.

The Recovery Policy also provides that, in the event our Board of Directors determines in good faith that a Covered Employee has engaged in detrimental conduct, we may require the Covered Employee to reimburse or forfeit all or a portion of the incentive compensation earned by or awarded to the Covered Employee, or in which the Covered Employee has become vested under the terms of the Deferred Compensation Plan.

For purposes of the Recovery Policy, detrimental conduct includes:

• deliberate and continued failure by a Covered Employee to substantially perform his or her duties and responsibilities in a manner that has an adverse effect on us;

Detrimental Conduct Policy

On September 6, 2023, our Board of Directors approved the adoption of a detrimental conduct policy (the "Detrimental Conduct Policy") effective as of December 1, 2023.

The Detrimental Conduct Policy applies to current and former officers and employees of CHS and its affiliated companies (each a "Covered Person").

The Detrimental Conduct Policy also provides that, in the event our Board of Directors determines in good faith that a Covered Person has engaged in detrimental conduct, we may, (i) require the Covered Person reimburse or forfeit all or a portion of the Covered Person's incentive compensation with such forfeited amounts to be determined by our Board of Directors, (ii) conduct disciplinary action, up to, and including termination and (iii) report such Covered Person to applicable governmental authorities for possible criminal prosecution.

For purposes of the Detrimental Conduct Policy, detrimental conduct includes:

• deliberate and continued failure, after delivery of notice to such Covered Person by us, by a Covered Person to substantially perform his or her duties and responsibilities in a manner that has an adverse effect on us;

• knowing and willful violation of any law, government regulation or company code of conduct or policy;

• knowingly encouraging or directing others to violate any law, government regulation or company code of conduct or policy;

• fraud or dishonesty resulting or intended to result in personal enrichment at our expense;

• gross misconduct in the performance of duties that results in economic harm to us.

Under the Recovery Policy, incentive compensation includes annual cash incentive awards granted pursuant to either the Annual Variable Pay Plan or an individual cash incentive plan, annual cash awards earned under the Profit Sharing Plan and cash-based performance awards granted pursuant to the ELTIP or any successor plan;

in each case, provided that such compensation is granted, earned or vested based wholly or in part on the attainment of a financial performance measure.

• the commission of any felony or gross misconduct in the performance of duties that results in economic harm to us;

• violation of any company policies regarding substance abuse and/or illegal drug use;

• knowingly encouraging or directing others to violate safety measures resulting, or intended to result, in harm to any person or destruction or damage to any property of ours or other parties;

• knowing and willful engagement in discrimination or harassment (whether sexual or otherwise) in violation of any of our policies prohibiting discrimination and/or harassment;

• knowingly encouraging or directing others to violate any of CHS's policies prohibiting discrimination and harassment (whether sexual or otherwise);

• failing to cooperate with CHS in the investigation of any potential violations of the Code of Conduct or other applicable policies.

Agreements with Named Executive Officers

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Debertin's long-term incentive compensation opportunity were amended as set forth below.

The amended long-term incentive compensation opportunity contemplated by Employment Agreement Amendment No.

The amended long-term incentive compensation opportunity set forth by Employment Agreement Amendment No.

2 applies for each three-year performance period that begins on or after September 1, 2021.

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• An annual base salary of $1,150,000, which has subsequently been increased by our Board of Directors to $1,313,064 and which is subject to further increase by our Board of Directors from time to time;

• A target annual incentive compensation opportunity of 150% of his annual base salary with a maximum opportunity equal to twice the target opportunity, based on achievement of performance goals set by our Board of Directors;

• A target long-term incentive compensation award opportunity of 300% of his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold opportunity equal to one-half of the target opportunity and a maximum opportunity equal to twice the target opportunity.

• A target annual incentive compensation opportunity of 1.5x his annual base salary with a maximum opportunity equal to twice the target opportunity, based on achievement of performance goals set by our Board of Directors;

• A target long-term incentive compensation award opportunity of 3.0x his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold opportunity equal to one-half of the target opportunity and a maximum opportunity equal to twice the target opportunity.

Prior to the execution of Employment Agreement Amendment No.

2, the Employment Agreement provided Mr.

Debertin with a target long-term incentive compensation award opportunity of 150% of his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum opportunity equal to three and one-third times his target award opportunity.

Debertin with a target long-term

incentive compensation award opportunity of 1.5x his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum opportunity equal to three and one-third times his target award opportunity.

On November 1, 2022, we and Mr.

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Debertin chooses to retire from the Company on or after August 31, 2025.

The Employment Agreement provides that in the event of a restatement of our financial results due to material noncompliance with financial reporting requirements, if our Board of Directors determines in good faith that any compensation paid (or payable but not yet paid) to Mr.

Debertin was awarded or determined based on that material noncompliance, then we are entitled to recover from him (or to reduce compensation determined but not yet paid) all compensation based on the erroneous financial data in excess of what would have been paid or been payable to him under the restatement.

On November 7, 2023, we and Mr.

Debertin entered into another amendment to the Employment Agreement ("Employment Agreement Amendment No.

• During the 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), Mr.

Prior to the execution of Employment Agreement Amendment No.

4, the Employment Agreement (as amended) provided Mr.

• During the fiscal year 2024-2026 ELTIP performance period (and any ELTIP performance period thereafter), if Mr.

The Employment Agreement and the compensation payable thereunder is subject to the Recovery Policy and the Detrimental Conduct Policy, each of which is described above.

The severance pay and benefits to which Mr.

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The Nelligan Letter Agreement provides Ms.

Nelligan with an initial annual base salary of $570,000 and a hiring bonus of $200,000 (which bonus amount is the amount to be paid to Ms.

Nelligan, after applicable tax withholding), $100,000 of which was paid as a lump sum within 30 days of January 29, 2020, and $100,000 of which was paid as a lump sum within 30 days following one year of employment with us.

Nelligan with an initial annual base salary of $570,000 and a hiring bonus of $200,000 (which has been paid).

The Nelligan Letter Agreement provides that Ms.

Nelligan's initial target award for purposes of the Annual Variable Pay Plan will be equal to 115% of her annual base salary on August 31 of each year, and required us to give Ms.

Nelligan a full year of credit for the fiscal 2020 Annual Variable Pay Plan, rather than prorate her award for the time that she was employed by us during fiscal 2020.

Nelligan's initial target award for purposes of the Annual Variable Pay Plan will be equal to 1.15x her annual base salary on August 31 of each year.

The Nelligan Letter Agreement and the compensation payable thereunder is subject to the Recovery Policy and the Detrimental Conduct Policy, each of which is described above.

The severance pay and benefits to which Ms.

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Smith with an initial annual base salary of $570,000 and a hiring bonus in the gross amount of $1,500,000 ("Hiring Bonus").

The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000 in each of June 2021, June 2022, and June 2023, and a final installment of $300,000 in June 2024, provided Mr.

The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000, which have already been paid, and a final installment of $300,000 in 2024, provided Mr.

Smith is employed by CHS on the payment date.

Notwithstanding the foregoing, the Smith Letter Agreement provides that, in the event of an employment separation by us without good reason prior to payment of any portion of the Hiring Bonus, we will pay the Hiring Bonus in full no later than 60 days from the date of separation.

In addition, the Smith Letter Agreement provides that, in the event that during his second year of employment with us Mr.

Smith voluntarily terminates, resigns or otherwise ends his employment relationship without good reason, or is involuntarily terminated for good cause, he will reimburse us at the rate of 1/12th of the total amount of the $400,000 installment paid in June 2022, net after tax, for each uncompleted month in such second year of employment.

Notwithstanding the foregoing, the Smith Letter Agreement provides that,

in the event of an employment separation by us without good reason prior to payment of any portion of the Hiring Bonus, we will pay the Hiring Bonus in full no later than 60 days from the date of separation.

The Smith Letter Agreement provides that Mr.

Smith's initial target award for purposes of the Annual Variable Pay Plan will be equal to 115% of his annual base salary on August 31 of each year, and that Mr.

Smith will receive a full year of credit for the fiscal 2021 Annual Variable Pay Plan, rather than a prorated award based on the time that he was employed by us during fiscal 2021.

Smith's initial target award for purposes of the Annual Variable Pay Plan will be equal to 1.15x his annual base salary on August 31 of each year.

The Smith Letter Agreement also provides that Mr.

Smith's initial target award for purposes of the ELTIP will be equal to 115% of the average of his annual base salary on August 31 of each year in the applicable three-year performance

period, and that any award he receives under the ELTIP will be prorated by the number of full months (credited to September 1, 2020) he is eligible for participation in the ELTIP during the respective three-year performance period.

The Smith Letter Agreement also provides that we will assist with Mr.

Smith's moving and relocation expenses and will reimburse Mr.

Smith for one month of COBRA premium payments (net, after applicable tax withholding) for each of the two health insurance plans covering him and his family prior to his employment at CHS.

Smith's initial target award for purposes of the ELTIP will be equal to 1.15x the average of his annual base salary on August 31 of each year in the applicable three-year performance period, and that any award he receives under the ELTIP will be prorated by the number of full months (credited to September 1, 2020) he is eligible for participation in the ELTIP during the respective three-year performance period.

The Smith Letter Agreement and the compensation payable thereunder is subject to the Recovery Policy and the Detrimental Conduct Policy, each of which is described above.

The severance pay and benefits to which Mr.

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As a result, we retain the flexibility to provide compensation that we determine to be in our best interests and the best interests of our member-owners, even if that compensation ultimately is not deductible for tax purposes.

Insider Trading Policy

CHS is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees and third-party contractors, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Shareholder Advisory Votes on Executive Compensation

We are not required to, and do not, conduct shareholder advisory votes on executive compensation under Section 14A of the Securities Exchange Act of 1934.

Because we are not subject to Section 14A of the Securities Exchange Act of 1934, we are not required to, and do not, conduct shareholder advisory votes on executive compensation.

Summary Compensation Table

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Olivia Nelligan

Executive Vice President and Chief Financial Officer 2022 590,000 — 3,677,444 114,130 139,019 4,520,593

Executive Vice President, Chief Financial Officer and Chief Strategy Officer 2023 640,000 — 4,324,000 146,672 177,920 5,288,592

2022 590,000 — 3,677,444 114,130 139,019 4,520,593

2021 570,000 100,000 1,866,304 129,853 259,825 2,925,982

Brandon Smith

Executive Vice President, General Counsel 2023 602,767 400,000 4,114,852 138,124 176,677 5,432,420

2022 581,400 400,000 3,124,550 121,053 241,139 4,468,142

Darin Hunhoff

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2021 573,195 — 2,507,251 265,462 54,494 3,400,402

Richard Dusek Executive Vice President, Country Operations 2022 544,140 — 4,089,081 112,942 136,837 4,883,000

John Griffith Executive Vice President, Ag Business and CHS Hedging 2023 581,667 — 3,902,332 230,942 169,553 4,884,494

2022 545,000 — 3,357,742 54,067 124,456 4,081,265

2021 491,274 — 1,753,155 127,620 37,146 2,409,195

Brandon Smith

Executive Vice President, General Counsel 2022 581,400 400,000 3,124,550 121,053 241,139 4,468,142

(1) Information on Mr.

Smith includes compensation beginning in fiscal 2022, the first year in which he became a Named Executive Officer.

(2) Includes hiring bonus payments to Ms.

Nelligan of $100,000 in fiscal 2020 and fiscal 2021;

hiring bonus payment of $400,000 to Mr.

Smith in fiscal 2022.

(2) Includes hiring bonus payment to Ms.

Nelligan of $100,000 in fiscal 2021;

hiring bonus payments of $400,000 to Mr.

Smith in fiscal 2022 and fiscal 2023.

(3) Amounts include retention awards earned in fiscal 2022, annual variable pay awards and long-term incentive awards.

As discussed specifically in the "Other Compensation" section, the Board of Directors approved a retention award for certain of our senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the retention award was approved.

The Board of Directors approved a retention award for certain of our senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the retention award was approved.

Pursuant to its original terms, the retention award would generally be earned only if the participant continued active employment through January 1, 2021.

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The actual retention award value was distributed as follows in fiscal 2022:

Debertin, $1,768,125;

Hunhoff, $371,000;

Dusek, $347,988.

Debertin, $1,768,125, Mr.

Hunhoff, $371,000, and Mr.

Griffith, $180,400.

Nelligan and Mr.

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Nelligan, $1,518,000, $1,380,000 and $1,150,862;

Smith, $1,404,380 and $1,350,330 (Mr.

Smith was not a Named Executive Officer in fiscal 2021);

Hunhoff, $1,403,920, $1,357,900 and $1,157,313;

Dusek, $1,265,000, $1,074,988 and $375,729;

Smith, $1,350,330 (Mr.

Smith was not a Named Executive Officer in fiscal 2020 or 2021).

Griffith, $1,380,000, $1,253,500 and $1,009,528.

The actual long-term incentive award value was as follows in fiscal 2023, 2022 and 2021, respectively:

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Nelligan, $2,806,000, $2,297,444 and $715,442;

Hunhoff, $2,663,064, $1,349,938 and $2,544,868;

Dusek, $2,476,093, $1,257,928 and $2,379,008;

Smith, $2,710,472, $1,774,220 (Mr.

Smith was not a Named Executive Officer in fiscal 2020 or 2021).

Smith was not a Named Executive Officer in fiscal 2021);

Hunhoff, $2,720,112, $2,663,064 and $1,349,938;

Griffith, $2,522,332, $1,923,842 and $743,627.

(4) This column represents both changes in pension value and above-market earnings on deferred compensation.

3 unchanged sentences

Nelligan, $135,559, $88,098 and $118,911;

Smith, $129,192 and $112,719 (Mr.

Smith was not a Named Executive Officer in fiscal 2021);

Hunhoff, $210,620, $(320,238) and $224,788;

Dusek, $(25,231), 182,389 and $394,289;

Smith, $112,719 (Mr.

Smith was not a Named Executive Officer in fiscal 2020 or 2021).

Griffith, $228,368, $48,145 and $123,725.

Negative values are not reflected in the sum reported in the column.

2 unchanged sentences

Nelligan, $11,113, $26,032 and $10,942;

Smith, $8,932 and $8,334 (Mr.

Smith was not a Named Executive Officer in fiscal 2021);

Hunhoff, $17,965, $49,859 and $40,674;

Dusek, $112,942, $89,952 and $21,142;

Smith, $8,334 (Mr.

Smith was not a Named Executive Officer in fiscal 2020 or 2021).

Griffith, $2,574, $5,922 and $3,895.

(5) Includes fiscal 2023 employer contributions to the Deferred Compensation Plan:

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Nelligan, $151,525;

Smith, $147,907, Mr.

Hunhoff, $148,830;

Dusek, $109,428;

Smith, $98,992.

Griffith, $136,098.

(6) Includes fiscal 2023 employer contribution to the 401(k) Plan:

1 unchanged sentence

Nelligan, $17,108;

Hunhoff $16,475;

Dusek, $16,125;

Smith, $17,775;

(7) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, companion travel, and token commemorative gift for Mr.

(8) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, wellness program incentive, and token commemorative gift for Ms.

(9) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, wellness program incentive, companion travel, and token commemorative gift for Mr.

(10) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, financial planning, companion travel, and token commemorative gift for Mr.

(11) For fiscal 2022, includes moving and relocation expenses of $40,857 and aggregate gross-ups for taxes of $83,983, in each case, in accordance with the Smith Letter Agreement, as well as executive LTD, travel accident insurance and token commemorative gift for Mr.

Hunhoff $17,650;

Griffith, $17,825.

(7) For fiscal 2023, includes executive LTD, travel accident insurance, financial planning, and companion travel for Mr.

(8) For fiscal 2023, includes executive LTD, travel accident insurance, and wellness program incentive for Ms.

(10) For fiscal 2023, includes executive LTD, travel accident insurance, and financial planning for Mr.

(9) For fiscal 2023, includes executive LTD, travel accident insurance, wellness program incentive, and companion travel for Mr.

(10) For fiscal 2023, includes executive LTD, travel accident insurance, executive physical, financial planning, and companion travel for Mr.

Agreements with Named Executive Officers

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1 on November 5, 2020, Employment Agreement Amendment No.

2 on November 3, 2021, and Employment Agreement No.

2 on November 3, 2021, Employment Agreement Amendment No.

3 on November 1, 2022, and Employment Agreement Amendment No.

4 on November 7, 2023.

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1, Employment Agreement Amendment No.

2 and Employment Agreement No.

2, Employment Agreement Amendment No.

3 and Employment Agreement Amendment No.

4, supersedes all previous agreements we had with Mr.

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1, Employment Agreement Amendment No.

2 and Employment Agreement No.

2, Employment Agreement Amendment No.

3 and Employment Agreement Amendment No.

4, if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under the heading "Post Employment." Other details of the Employment Agreement, as amended by Employment Agreement, Amendment No.

1, Employment Agreement Amendment No.

2, Employment Agreement No.

2, Employment Agreement Amendment No.

3, Employment Agreement Amendment No.

Debertin's employment arrangement with us are described in "Compensation Discussion and Analysis" above.

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Nonequity Incentive Plan Awards

Name Grant Date Threshold Target Maximum

Jay Debertin 9/9/21 (1)

Name and Principal Position Grant Date Threshold Target Maximum

President and Chief Executive Officer 9/8/22 (1)

$ 984,798 $ 1,969,596 $ 3,939,192

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Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer 9/8/22 (1)

345,000 690,000 1,380,000

375,000 750,000 3,000,000

Darin Hunhoff 9/9/21 (1)

Brandon Smith

Executive Vice President, General Counsel 9/8/22 (1)

337,583 675,165 1,350,330

366,938 733,875 2,935,500

Richard Dusek 9/9/21 (1)

Darin Hunhoff

Executive Vice President, Energy 9/8/22 (1)

339,475 678,950 1,357,899

368,994 737,989 2,951,955

Brandon Smith 9/9/21 (1)

John Griffith

Executive Vice President, Ag Business and CHS Hedging 9/8/22 (1)

313,375 626,750 1,253,500

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Debertin reflect the amendments to his long-term incentive compensation opportunity made pursuant to Employment Agreement Amendment No.

2, including an increase in ELTIP target award opportunity to 300% of base salary.

2, including ELTIP target award opportunity at 3.0x base salary.

Awards are measured over a three-year period and vest over an additional 28-month period.

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Nelligan, Mr.

Dusek and Mr.

Values include an increase in ELTIP target award opportunity to 125% of base salary.

Hunhoff, and Mr.

Values include ELTIP target award opportunity at 1.25x base salary.

Awards are measured over a three- year period and vest over an additional 28-month period.

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2023 Pension Benefits

Name Plan Name Number of Years of Credited Service Present Value of Accumulated Benefits

Name and Principal Position Plan Name Number of Years of Credited Service Present Value of Accumulated Benefits

(Years) (Dollars)

Jay Debertin (1)

President and Chief Executive Officer

Pension Plan 39.2500 $ 1,329,476

SERP 39.2500 6,651,683

Olivia Nelligan Pension Plan 2.5833 35,962

Olivia Nelligan

Executive Vice President, Chief Financial Officer and Chief Strategy Officer Pension Plan 3.5833 52,974

SERP 3.5833 327,078

Darin Hunhoff Pension Plan 30.2500 780,275

Brandon Smith

Executive Vice President, General Counsel Pension Plan 2.4167 34,820

SERP 2.4167 235,134

Richard Dusek (1)

Pension Plan 34.0833 977,406

Darin Hunhoff

Executive Vice President, Energy Pension Plan 31.2500 801,172

SERP 31.2500 1,463,730

Brandon Smith Pension Plan 1.4167 13,601

John Griffith

Executive Vice President, Ag Business and CHS Hedging Pension Plan 22.1667 364,752

SERP 22.1667 716,875

Debertin and Mr.

Dusek are eligible for early retirement in both the Pension Plan and the SERP.

Debertin is eligible for early retirement in both the Pension Plan and the SERP.

The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and the SERP.

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2023 Nonqualified Deferred Compensation

Name Executive

Name and Principal Position Executive

Contributions in

5 unchanged sentences

at Last Fiscal Year End (2)(4)

Jay Debertin $ 262,613 $ 4,209,780 $ (1,150,118) $ 540,667 $ 27,054,146

President and Chief Executive Officer $ 4,251,047 $ 6,857,405 $ 2,467,758 $ 3,776,026 $ 36,854,330

Olivia Nelligan

Darin Hunhoff — 1,466,170 (825,317) — 7,680,042

Richard Dusek — 1,364,784 217,091 400,837 5,840,140

Executive Vice President, Chief Executive Officer and Chief Strategy Officer 740,000 2,443,002 301,960 — 5,305,954

Brandon Smith

Executive Vice President, General Counsel — 1,915,835 79,972 — 2,557,979

Darin Hunhoff

Executive Vice President, Energy — 2,805,636 895,386 — 11,381,063

John Griffith

Executive Vice President, Ag Business and CHS Hedging 318,825 2,053,847 431,228 — 5,611,387

(1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay.

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Nelligan, $50,000;

Griffith, $5,450.

Another portion of the contributions reported in this column are included within the amount reported as 2022 nonequity incentive plan compensation in the "Nonequity Incentive Plan Compensation" column of the Summary Compensation Table.

Those contributions were made in early fiscal 2023 based on fiscal 2022 results.

The specific amount reported as 2021 nonequity incentive plan compensation in the Summary Compensation Table is:

The specific amounts reported as 2022 nonequity incentive plan compensation in the Summary Compensation Table are:

Debertin, $3,939,192;

Nelligan, $690,000;

Griffith, $313,375.

(2) Contributions are made by us into the Deferred Compensation Plan on behalf of Named Executive Officers.

2 unchanged sentences

Nelligan, $2,297,444;

Hunhoff, $1,349,938;

Dusek, $1,257,928;

Smith, $1,774,220;

Hunhoff, $2,663,064;

Griffith, $1,923,842.

Also included are retirement contributions made in early fiscal 2023 based on fiscal 2022 results for Profit-Sharing and 401(k) match on amounts exceeding IRS compensation limits.

2 unchanged sentences

Nelligan, $145,558;

Hunhoff, $116,232;

Dusek $106,856;

Smith, $141,615;

Hunhoff, $142,572;

Griffith, $130,005.

(3) The amounts in this column include the change in value of the balance, not including contributions made by or on behalf of the Named Executive Officer.

2 unchanged sentences

Nelligan, $11,113;

Hunhoff, $49,859;

Dusek, $112,942;

Smith, $8,932;

Hunhoff, $17,965;

Griffith, $2,574.

(4) Amounts vary in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals.

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Named Executive Officers may defer up to 75% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan.

Earnings on amounts deferred under the Deferred Compensation Plan are determined based on the investment election made by the Named Executive Officer from five market-based notional investments with a varying level of risk selected by us and a fixed rate fund.

Earnings on amounts deferred under the Deferred Compensation Plan are determined based on the investment election made by the Named Executive Officer from thirteen market-based notional investments with a varying level of risk selected by us and a fixed rate fund.

The notional investment returns for fiscal 2023 were as follows:

Vanguard Federal Money Market, 0.48%;

Vanguard Life Strategy Income, -12.41%;

Vanguard Life Strategy Conservative Growth, -13.34%;

Vanguard Life Strategy Moderate Growth, -14.26%;

Vanguard Life Strategy Growth, -15.24%;

and Fixed Rate, 4.00%.

Fund Name Symbol Investment Return

Vanguard Federal Money Market Fund VMFXX 4.36 %

Vanguard LifeStrategy Income Fund VASIX 2.22 %

Vanguard LifeStrategy Conservative Growth Fund VSCGX 5.05 %

Vanguard LifeStrategy Moderate Growth Fund VSMGX 7.94 %

Vanguard LifeStrategy Growth Fund VASGX 10.78 %

Vanguard International Value Fund VTRIX 16.49 %

PRIMECAP Fund Admiral VPMAX 22.66 %

International Growth Fund Admiral VWILX 9.92 %

Institutional Index Fund Institutional Plus VIIIX 15.92 %

Extended Market Index Institutional VIEIX 8.44 %

Total International Stock Index Fund Institutional Shares VTSNX 12.15 %

Janus Henderson Triton Fund Class N JGMNX 7.67 %

American Century Small Cap Value Fund R6 Class ASVDX 5.39 %

Fixed Rate Fund N/A 4.00 %

Named Executive Officers may change their investment election daily.

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Debertin's base salary plus two times his target annual incentive compensation, payable in three equal installments with the first installment payable 60 days following termination and the second and third installments payable on the first and second anniversary dates of termination, respectively;

• Welfare benefit continuation for two years following termination.

• Health and welfare benefits continuation for two years following termination.

The Nelligan Letter Agreement provides for severance in the event Ms.

Nelligan's employment is terminated by us without cause or by her with "good reason" in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum.

In addition, the Nelligan Letter Agreement provides that we will reimburse Ms.

Nelligan's reasonable, documented repatriation expenses to the Lake Geneva, Wisconsin, area in the event her employment is terminated by us without cause or by her with "good reason" within the first 36 months of her employment.

The Smith Letter Agreement provides for severance in the event Mr.

Smith's employment is terminated by us without cause or by him with "good reason" in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum.

During fiscal 2022, Messrs.

Hunhoff and Dusek were covered by a broad-based employee severance program that provided executives with a lump sum payment of 26 weeks of pay, plus one week of pay per year of service, with a 12-month cap.

The severance pay that the Named Executive Officers would have been entitled to had they been terminated by us without cause or terminated their employment for "good reason," in each case, as of the last business day of fiscal 2022 is as follows:

During fiscal 2023, Mr.

Hunhoff and Mr.

Griffith we re covered by a broad-based employee severance program that provides executives with a lump sum payment of 26 weeks of pay, plus one week of pay per year of service, with a 12-month cap, in the event their position is eliminated.

The severance pay that the Named Executive Officers would have been entitled to in the specific events noted above, in each case, as of the last business day of fiscal 2023 is as follows:

Name Position Amount

Jay Debertin (1)(2)

President and Chief Executive Officer $ 6,878,376

Olivia Nelligan (3)

Darin Hunhoff 533,623

Richard Dusek 550,000

Executive Vice President, Chief Financial Officer and Chief Strategy Officer 1,419,000

Brandon Smith (3)

(1) Includes the value of health and welfare insurance based on current monthly rates.

Executive Vice President, General Counsel 1,312,790

Darin Hunhoff Executive Vice President, Energy 563,446

John Griffith Executive Vice President, Ag Business and CHS Hedging 415,385

(1) Includes the value of health and welfare benefits based on current monthly rates.

(2) For purposes of calculating the prorated portion of Mr.

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(3) Assumes an annual variable pay award at target performance for the entire fiscal year.

(4) Assumes that Ms.

Nelligan would incur an estimated $100,000 of repatriation expenses to the Lake Geneva, Wisconsin, area that we would be required to reimburse under the Nelligan Letter Agreement.

There are no other severance benefits offered to our Named Executive Officers, except for up to 12 months of career transition services and government mandated benefits such as COBRA.

Except as otherwise set forth above, the method of payment would be a lump sum.

Named Executive Officers not covered by employment agreements are not offered any special

postretirement health and welfare benefits that are not offered to other similarly situated (i.e., age and service) salaried employees.

The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO (including full-time, part-time, seasonal and temporary employees) and the annual total compensation of our CEO, as required by Section 953(b) of Dodd-Frank.

Named Executive Officers not covered by employment agreements are not offered any special postretirement health and welfare benefits that are not offered to other similarly situated (i.e., age and service) salaried employees.

The compensation payable to the Named Executive Officers is subject to the Recovery Policy and the Detrimental Conduct Policy, as applicable.

CEO Pay Ratio

The following pay ratio and supporting information compares the annual total compensation of our CEO to our median employee, as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC.

For fiscal 2023, our last completed fiscal year:

• The median of the annual total compensation of all our employees (other than the CEO) was $71,666;

• As permitted by the SEC's pay ratio rules, we determined that we could use the same median employee that we identified last year since there were no significant changes to our overall employee population or the overall employee compensation program that would significantly impact our fiscal 2023 pay ratio.

Similarly, there were no significant changes to the median employee's compensation arrangements during the fiscal year that would significantly impact the pay ratio disclosure.

For more detail on how we identified the median employee, please refer to the pay ratio disclosure in our Form 10-K for fiscal year ending August 31, 2022.

• The median employee's compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, was $88,202.

This calculation includes a reasonable assumption regarding the median employee's achievement of individual performance goals for a portion of the annual incentive award based on historical performance.

• The annual total compensation of our CEO, as reported in the Summary Compensation Table set forth above, was $13,601,454.

Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees w as 202:

To determine the pay ratio, we took the following steps:

• We determined that as of June 1, 2022, the determination date, our employee population consisted of approximately 9,173 individuals, 8,565 of whom were located in the United States and 608 of whom were located outside of the United States.

This population consisted of our full-time, part-time, temporary and seasonal employees.

From this population, we excluded 349 individuals who were located in the following countries:

Argentina (48), Bulgaria (4), Canada (5), China (32), Hungary (17), Italy (3), Paraguay (11), Romania (106), Russia (2), Serbia (5), Singapore (18), South Korea (3), Spain (27), Switzerland (17), Taiwan (3), Ukraine (39) and Uruguay (9).

Excluding these employees, our employee population that was used to calculate the pay ratio consisted of 8,824 individuals.

• To identify the median employee, we compared regular, bonus and overtime wages (or their equivalents).

We then applied a statistical sampling methodology to produce a sample of employees who were paid within a 5% range of the median regular, bonus and overtime wages (or their equivalents) and selected an employee from within that group as our median employee.

• Once we identified our median employee, we calculated that employee's annual total compensation for fiscal 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, resulting in annual total compensation of $71,666.

• With respect to our CEO, we used the amount reported as total compensation in the Summary Compensation Table set forth above.

• Based on this information, the ratio of the annual total compensation of our CEO to the median employee w as 154:

In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances.

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At a minimum, each Board committee meets during each of the Board's six regular meetings.

For fiscal 2022, each director was provided compensation equivalent to $85,000 per year from September 1, 2021, through December 31, 2021, and equivalent to $89,000 per year from January 1, 2022, through August 31, 2022, paid in 12 monthly payments, plus actual expenses and a travel allowance, with the chair of the Board receiving additional annual compensation of $24,000, the first vice chair and the secretary-treasurer each receiving additional annual compensation of $6,000, all Board committee chairs receiving additional annual compensation of $9,000 and members of the Executive Committee who are not eligible for other premiums receiving additional annual compensation of $3,000.

For fiscal 2023, each nonemployee director was provided compensation as follows:

• a monthly retainer equivalent to $89,000 per year from September 1, 2022, through December 31, 2022, and equivalent to $93,700 per year from January 1, 2023, through August 31, 2023, paid in 12 monthly payments;

• actual expenses and a travel allowance;

• additional annual compensation, as applicable, for board leadership, including $24,000 for the chair of the Board, $6,000 for the first vice chair and the secretary-treasurer, $9,000 for all Board committee chairs, and $3,000 for members of the Executive Committee who are not eligible for other premiums;

• a per diem meeting fee of $500 plus actual expenses and travel allowance for each day spent at meetings other than regular Board meetings and the CHS Annual Meeting;

• a meeting fee of $250 for conference calls or other short virtual meetings other than regular Board meetings.

The number of days spent at meetings other than regular Board meetings and the CHS Annual Meeting may not exceed 55 days annually, except that the chair of the Board is exempt from this limit.

There is no cap on meeting fees permitted for conference calls or other short virtual meetings.

These amounts (other than the $93,700 annual compensation amount), as well as the minimum retirement plan account contribution for the fiscal years 2023-2025 performance period under the Deferred Compensation Plan discussed in greater detail below, were determined after taking into account the analysis included in the market study of director compensation conducted for the Governance Committee by Mercer (U.S.), a global compensation consulting firm, in fiscal 2019.

During fiscal 2022, in order to

continue to align our director compensation with market practices, our Board of Directors approved increasing annual director compensation from $89,000 to $93,700, effective January 1, 2023.

Each director also receives a per diem of $500 plus actual expenses and travel allowance for each day spent at meetings other than regular Board meetings and the CHS Annual Meeting and a per diem of $250 for conference calls other than regular Board meetings.

The number of days per diem for days spent at meetings other than regular Board meetings and the CHS Annual Meeting may not exceed 55 days annually, except that the chair of the Board is exempt from this limit.

There is no cap on per diems permitted for conference calls.

During fiscal 2023, based on a market update presented by Mercer, our Board of Directors approved increasing annual director compensation from $93,700 to $98,500, increasing the first vice chair and secretary-treasurer additional annual compensation from $6,000 to $9,000 and increasing the additional annual compensation for members of the Executive Committee who are not eligible for other premiums from $3,000 to $6,000, effective January 1, 2024.

Further, directors are eligible to participate in the Deferred Compensation Plan through a retirement plan account.

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Deferred Compensation Plan credits are based on ROIC performance results, as detailed on the following pages.

The amounts paid to our Board of Directors are subject to the Recovery Policy.

Director Retirement and Health Care Benefits

Members of our Board of Directors are eligible for certain retirement and health care benefits.

Members of our Board of Directors are eligible for certain retirement and health care benefits based on election date.

The director retirement plan is a defined benefit plan and provides for a monthly benefit for the director's lifetime, beginning at age 60.

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Retirement benefits are funded by a rabbi trust, with a balance of $6.8 million as of August 31, 2023.

Directors serving as of September 1, 2005, and their eligible dependents, are eligible to participate in our medical, life, dental, vision and hearing plans.

Directors serving as of September 1, 2005, and their eligible dependents, are eligible to participate in our medical, life, dental and vision plans.

We will pay 100% of the medical premium for the director and the eligible director's dependents while the director is active on the Board.

Term life insurance cost is paid by the director.

Retired directors and their dependents are eligible to continue medical and dental insurance with the premiums paid by us after they leave the Board, until they are eligible for Medicare.

Retired directors and their dependents are eligible to continue medical and dental insurance with the premiums paid by us after they leave the Board, until they are eligible

for Medicare.

In the event a director's coverage ends due to death or Medicare eligibility, we will pay 100% of the premium for the eligible spouse and eligible dependents until the spouse reaches Medicare age or upon death, if earlier.

New directors elected on or after December 1, 2006, and their eligible dependents, are eligible to participate in our medical, dental, vision and hearing plans.

New directors elected on or after December 1, 2006, and their eligible dependents, are eligible to participate in our medical, dental and vision plans.

We will pay 100% of the premium for the director and eligible dependents while the director is active on the Board.

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Johnsrud, Mr.

Throener and Ms.

Meyer and Mr.

Benefits are funded in a rabbi trust.

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Amount Credited* ROIC Performance

$100,000 (Superior performance) 7.9% ROIC

$50,000 (Maximum) 6.9% ROIC

$25,000 (Target, minimum contribution amount) 5.9% ROIC

$100,000 (Superior performance) 7.5%

$50,000 (Maximum) 6.5%

$25,000 (Target, minimum contribution amount) 5.5%

*The amount credited for the fiscal years 2021-2023 performance period was required to be mathematically interpolated when results occurred between the superior performance, maximum and target ROIC performance levels.

If results had been less than the target ROIC performance level, the amount credited would have been $25,000.

Actual ROIC performance for the fiscal years 2020-2022 performance period was 9.24% and, accordingly, $100,000 was credited to each director's retirement plan account under the Deferred Compensation Plan.

Actual ROIC performance for the fiscal years 2021-2023 performance period was 13.1% and, accordingly, $100,000 was credited to each director's retirement plan account under the Deferred Compensation Plan, except $75,000 was credited for newly elected director Mr.

Stroh and $8,333 was credited for former director Mr.

This amount is reflected in the Director Compensation table.

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Directors who join our Board of Directors during the fiscal year receive credit for that partial fiscal year based on the actual ROIC for that fiscal year, prorated from the first of the month following the month in which the director joins our Board of Directors to the end of the fiscal year.

Director Incentive Compensation Recovery Policy

We have an Incentive Compensation Recovery Policy ("Director Recovery Policy") that applies to our current and former directors ("Covered Director").

The Director Recovery Policy provides that, in the event of a required revision of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, we will require reimbursement or forfeiture of any excess covered deferred compensation received by any Covered Director during the three completed fiscal years immediately preceding the date on which we determine that we are required to prepare an accounting restatement.

For purposes of the Director Recovery Policy, covered deferred compensation includes contributions made to a Covered Director's retirement plan account under the Deferred Compensation Plan, or any successor plan, provided that such contributions are made based wholly or in part on the attainment of a financial performance measure.

The amount of excess retirement plan account contribution will be equal to the amount by which the Covered Director's retirement account contribution for the relevant period exceeded the amount that would have been contributed based on the restated financial results, as determined by our Board of Directors.

The method used to recover the applicable excess contribution will be determined by our Board of Directors, in its sole discretion, and may include forfeiting any deferred compensation contribution made under the Deferred Compensation Plan or taking any other remedial or recovery action permitted by law.

2023 Director Compensation

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Daniel Schurr 149,383 1,328 128,670 279,381

Jerrad Stroh 91,633 — 94,404 186,037

Kevin Throener 118,383 19 129,026 247,428

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Meyer, $10,000;

Riegel, $9,333;

Throener, $6,000.

Wagner, $22,909.

(2) This column represents both changes in pension value and above-market earnings on deferred compensation.

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Wagner, $373.

(3) All other compensation includes health insurance premiums, conference and registration fees, meals, a token commemorative gift, and related spousal expenses for trips made with a director on CHS business.

(3) All other compensation includes health insurance premiums, travel accident insurance and related companion travel expenses for trips made with a director on CHS business.

Total amounts vary primarily due to the variations in health insurance premiums, which are due to the number of dependents covered.

The health insurance premiums paid were less than $25,000 for each director, other than Mr.

Blew, $27,548;

Kayser, $25,752;

Throener, $27,548.

All other compensation also includes fiscal 2022 director retirement plan Deferred Compensation Plan contributions of $100,000 for each director .

Schurr and Mr.

Throener, for whom we paid health insurance premiums of $27,800;

Kehl, for whom we paid health insurance premiums of $26,248.

All other compensation also includes fiscal 2023 director retirement plan Deferred Compensation Plan contributions of $100,000 for each director, except for newly elected director Mr.

Stroh, $75,000;

and for former director, Mr.

Riegel, $8,333.

Compensation Committee Interlocks and Insider Participation

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During fiscal 2023, the members of the Executive Committee were Messrs.

Schurr (chair), Blew (vice chair), Erickson, Holm and Kehl, and the members of the Governance Committee were Mr.

Jones (chair), Ms.

Wagner (vice chair), and Messrs.

Kayser, Kehl, Riegel, and Throener.

Schurr (chair), Cordes (first vice chair), Blew, Holm and Kehl, and the members of the Governance Committee were Mr.

Jones (chair), Mr.

Kehl (vice chair), and Messrs.

Blew, Cordes, Farrell and Kayser.

During fiscal 2022, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity that had any executive officer who also served on the Executive Committee, the Governance Committee or our Board of Directors.

None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2022 are, or have been, officers or employees of CHS.

None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2023 are, or have been, officers or employees of CHS, other than Mr.

Cordes, who was an employee of CHS Hedging until 2016.

See Item 13, Certain Relationships and Related Transactions, and Director Independence , of this Annual Report on Form 10-K for directors, including Messrs.

Cordes, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl and Throener, who were a party to related-person transactions.

Cordes, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl, Throener and Schurr who were a party to related-person transactions.

Compensation Committee Report

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Tracy Jones, Chair

Kevin Throener

Cortney Wagner

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Perry Meyer (3)

Steve Riegel 2,145 * 1,460 *

120 * 6,000 *

Daniel Schurr — * — *

Jerrad Stroh — * — *

Kevin Throener — * — *

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Jay Debertin (3)

Richard Dusek — * — *

John Griffith — * — *

Darin Hunhoff 676 * — *

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Jon Erickson 551,135 12,906

Steve Fritel 131,516 2,484

David Johnsrud 3,258,655 40,449

2 unchanged sentences

Russell Kehl 8,388,913 168,872

Perry Meyer 265,993 —

Kevin Throener 2,071,531 23,740

Additionally, Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into two 2022 crop inputs loans with CHS Capital for the purchase of crop inputs, seeds, supplies and fuel in January 2022 ("Kehl Loans").

The Kehl Loans bear interest at the rates of 8.75% and 0% per annum, payable upon maturity in February 2023 and December 2022, respectively.

Additionally, Clemensen Farms, Inc., which is owned by our director Hal Clemensen, entered into a crop input loan with CHS Capital in November 2022 ("Clemensen Loan").

The Clemensen Loan has an interest rate of 0% per annum, and it matures in February 2024.

The largest aggregate amount of principal outstanding under the Clemensen Loan during the year ended August 31, 2023, and the balance on August 31, 2023, was $232,466.

In addition, Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into two 2023 crop inputs loans with CHS Capital for the purchase of crop inputs, seeds, supplies and fuel in February 2023 ("Kehl Loans").

The Kehl Loans accrue interest at the rates of 11.4% and 2.5% per annum, payable upon maturity in February 2024.

The largest aggregate amount of principal outstanding under the Kehl Loans during the year ended August 31, 2023, and the balance on August 31, 2023, was $4,587,017.

During the year ended August 31, 2023, no principal or interest was paid on the Kehl Loans.

Also, in December 2021, our director David Kayser entered into a 2022 crop inputs loan with CHS Capital for the purchase of crop inputs with a maturity date in January 2023 ("Kayser Loan").

No interest accrues or is payable under the Kayser Loan.

The largest aggregate amount of principal outstanding under the Kayser Loan during the year ended August 31, 2022, and the balance on August 31, 2022, was $140,000.

Also, in December 2021, our director Kevin Throener entered into a crop inputs loan with CHS Capital with a maturity date in December 2023 ("Throener Loan").

The largest aggregate amount of principal outstanding under the Throener Loan during the year ended August 31, 2023, and the balance on August 31, 2023, was $212,263.

During the year ended August 31, 2023, $514 in interest was paid on the Throener Loan.

The terms of these financing arrangements were provided pursuant to financing programs widely available to our qualified customers.

In addition, our wholly-owned subsidiary, CHS Hedging, LLC, is a clearing broker, and from time to time our directors and their affiliates may place orders and clear trades with CHS Hedging in the ordinary course of business.

CHS Hedging handles such trades on substantially the same terms and conditions as other similarly situated individuals who are not directors.

Review, Approval or Ratification of Related Party Transactions

Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between CHS and any related parties or affiliates of CHS, including its officers and directors, other than transactions in the ordinary course of business and on market terms.

Pursuant to its amended and restated charter, our Audit Committee has responsibility for review and approval of all transactions between CHS and any related parties or affiliates of CHS, including its officers and directors, other than transactions in the ordinary course of business and on market terms.

Related persons can include any of our directors or executive officers and any of their immediate family members, as defined by the SEC.

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The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of CHS.

To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with CHS in which the officer or director or their immediate family members have an interest.

To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with CHS in which the officers or directors or their immediate family members have an interest.

We also review our business records to identify potentially qualifying transactions between a related party and us.

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Nominations for director elections are made by the voting members at each region caucus held during our annual meeting of members.

the Board of Directors nor management of CHS participates in the nomination process.

Neither the Board of Directors nor management of CHS participates in the nomination process.

Accordingly, we have no nominating committee.

1 unchanged sentence

Independent Directors

David Beckman Mark Farrell Perry Meyer

Blew Steve Fritel Steve Riegel

Hal Clemensen Alan Holm Daniel Schurr

Scott Cordes David Kayser Kevin Throener

David Beckman Steve Fritel Daniel Schurr

Blew Alan Holm Jerrad Stroh

Hal Clemensen David Kayser Kevin Throener

Jon Erickson Russell Kehl Cortney Wagner

Mark Farrell Perry Meyer

Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to The Nasdaq rules from The Nasdaq director independence requirements as they relate to the makeup of the Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee.

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All of the members of our Governance Committee and Executive Committee (the committees of our Board of Directors that perform the equivalent functions of a compensation committee) are independent other than Mr.

Cordes and Mr.

Independence of CEO and Board Chair Positions

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Notes to Consolidated Financial Statements

Regulation S-X promulgated by the SEC also requires separate financial statements of significant equity method investments to be filed with this Annual Report on Form 10-K when the equity income attributable to a significant equity method investment exceeds 20% of income before income taxes for any of our fiscal years for which financial statements are required to be presented in this Annual Report on Form 10-K.

As equity income from our investment in CF Nitrogen exceeded 20% of our income before income taxes for the fiscal year ended August 31, 2022, separate financial statements for CF Nitrogen will be filed as an amendment to this Annual Report on Form 10-K within 90 days after CF Nitrogen’s fiscal year ending December 31, 2022.

(a)(2) FINANCIAL STATEMENT SCHEDULES

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2021 219,891 11,700 ( 22,781 ) 208,810

Reserve for supplier advance payments

2022 $ 65,885 $ — $ ( 65,885 ) $ —

2021 65,885 — — 65,885

2020 65,885 — — 65,885

*Net of reserve adjustments.

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10.1B Amendment No.

2 t o Employment Agreement, dated as of November 3, 2021, between CHS Inc.

2 to Employment Agreement, dated as of November 3, 2021, between CHS Inc.

(Incorporated by reference to our Form 10-K for the year ended August 31, 2021, filed November 4, 2021).

1 unchanged sentence

3 to Employment Agreement, dated as of November 1, 2022, between CHS Inc.

Debertin (Incorporated by reference to our F orm 10-K for the year ended August 31, 2022, filed November 2, 2022) .

10.1D Amendment No.

4 to Employment Agreement, dated as of November 7, 2023, between CHS Inc.

10.2 CHS Inc.

Supplemental Executive Retirement Plan (2023 Restatement).

(Incorporated by reference to Amendment No.

1 to our Registration Statement on Form S-1 (File No.

333-190019), filed September 3, 2013).

10.2A Amendment No.

1 to the CHS Inc.

Supplemental Executive Retirement Plan (2013 Restatement).

(Incorporated by reference to our Form 10-K for the year ended August 31, 2016, filed November 3, 2016).

10.2B Amendment No.

2 to the CHS Inc.

Supplemental Executive Retirement Plan (2013 Restatement).

(Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2016, filed July 7, 2016).

(Incorporated by reference to our Form 10-Q for the quarterly period ended February 28, 2023, filed April 5, 2023).

10.3 CHS Inc.

2022 Annual Variable Pay Plan Master Plan Document.

FY24 Annual Variable Pay Plan Master Plan Document (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2023, filed July 13, 2023).

10.4 CHS Inc.

Executive Long-Term Incentive Plan Document.

Executive Long-Term Incentive Plan Document (Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2023, filed July 13, 2023).

10.4A CHS Inc.

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Deferred Compensation Plan Master Plan Document (2023 Restatement).

(Incorporated by reference to our Form 10-Q for the quarterly period ended May 31, 2015, filed July 10, 2015).

10.8A Amendment No.

1 to the CHS Inc.