CHS INC

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of compensation awarded to each of the following executive officers ("Named Executive Officers") during the year ended August 31, 2024:

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 executive compensation program is intentionally aligned with both operational objectives and long-term business strategy. The following discussion and analysis outlines the objectives and principles underlying our executive compensation and benefit programs and explains the compensation decisions impacting the CEO and other Named Executive Officers in fiscal 2024.

Compensation Philosophy and Objectives

The CHS executive compensation philosophy focuses on these key objectives:

•Attract and retain exceptional talent who demonstrate the CHS capabilities and values and are engaged and committed to the long-term success of CHS by providing market-competitive compensation and benefit programs;

•Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member-owners;

•Emphasize pay for performance by linking executive performance goals to business strategy and differentiating rewards based on company and individual performance; and

•Ensure compliance with government mandates and regulations.

Our overall compensation philosophy and practices are grounded in our commitment to fair and equitable pay. This includes a regular review of employee compensation as well as compensation practices.

Governance of Executive Compensation

The Governance Committee and the Executive Committee of our Board of Directors have engaged a third-party consultant, Pay Governance LLC, to advise on the executive compensation program applicable to our executives, including our Named Executive Officers.

The Executive Committee oversees the design and administration of the CEO's compensation. Pay Governance, LLC provides guidance to the Executive Committee regarding market-competitive levels of base pay, short-term incentive, long-term incentive and the overall compensation package for our CEO. The data and analysis are shared with the Executive Committee, who consider these elements as part of the CEO pay review. 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 individual performance and company performance against the preestablished financial goals. 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 of these components. There are no formal policies for allocation between long-term and short-term compensation other than the intention to be competitive with the external market for comparable positions and to be consistent with our compensation philosophy and objectives. 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.

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 Named Executive Officers are eligible participants. Annually, the Governance Committee recommends incentive plan goals applicable to the Named Executive Officers under the incentive compensation plans to which they and other employees are eligible. The Board of Directors makes final decisions regarding these incentive plan goals.

Based on compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Executive Compensation and Benefits") and with input from the third-party consultant if necessary, our CEO makes compensation decisions for the other Named Executive Officers and communicates them accordingly. The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.

Components of Executive Compensation and Benefits

Our executive compensation and benefit program consists of five components.

Market Competitiveness of Executive Compensation

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 2024, 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 17 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 include 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 consists of 17 public companies in the agriculture, energy, food and transportation industries. Our Board annually reviews the peer group comparator companies and adjusts as needed to ensure the comparator group represents a reasonable external perspective for pay benchmarking. The Board approved the following changes to the comparator group for 2024:

•Removal of three private companies (Cargill, Koch Industries and Land O’ Lakes) due to lack of publicly disclosed pay data

•Removal of Williams Companies due to decreased relevance in business scope

•Addition of five companies based on industry and business mix, size and overall reasonableness for pay benchmarking

*New company added to the comparator group for 2024

The objective 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 our performance is well above target goals and below market median levels if performance is below target goals.

For the Named Executive Officers excluding the CEO in 2024, target total compensation was, on average, aligned to the desired competitive range. Base pay, on average, was slightly below the market median while total cash compensation and total direct compensation yielded around 75 thpercentile of market, on average, due to actual earned short-term incentive awards at the maximum level of performance and actual earned long-term incentive awards for the fiscal 2022-2024 performance period at the superior level of performance.

For fiscal 2024, the CEO's base pay, target total cash compensation and target total direct compensation were set to be aligned to the desired competitive range. Based on a review of the market benchmarks, consideration of the CEO's outstanding sustained performance and long service, and to further emphasize performance-based incentive award opportunities, target pay was increased for fiscal 2024 primarily in the long-term incentive target award opportunity to align to our multi-year performance. From an actual pay perspective, with strong company performance over the past three fiscal years (2022 - 2024), his actual total direct compensation for fiscal 2024 was above both target levels and market median due to outperformance of the preestablished goals.

Target Pay Mix

The objectives of our executive compensation program require a suitable mix of base pay, short-term incentive and long-term incentive that will engage the executive officers to achieve both short-term results as well as strategic 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 2024 Grants of Plan-Based Awards values (see the Summary Compensation Table) for our CEO and the other Named Executive Officers as a group. The increase in the CEO's target award opportunity for the long-term incentive for performance periods beginning with the award granted in fiscal 2024 resulted in a shift to the pay mix with more of his target total compensation weighted towards long-term business performance, which aligns with our overall executive compensation objectives and market practices.

Base Pay

Base pay of our Named Executive Officers represents a fixed element of compensation paid as a salary on a semimonthly basis. 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 and level of responsibilities, individual skills, experience and performance.

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 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 the annual salary review process for the other Named Executive Officers. The Executive Committee is responsible for the annual salary review process for our CEO.

Mr. Debertin received an approximate 6.2% salary increase effective December 1, 2023. Our Board of Directors approved the increase to reward Mr. Debertin for exceptional performance and align his base pay relative to market considering his long tenure as CEO. Ms. Nelligan, Mr. Smith, Mr. Hunhoff, and Mr. Griffith received salary increases of 5%, 3.5%, 3% and 4%, respectively, to reward them for strong performance and maintain market pay competitiveness.

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 executive compensation program reflects this key objective by emphasizing performance-based incentive opportunities, through the short-term and long-term incentive plans that are discussed in detail below, with awards earned commensurate with financial results. The actual payouts for the incentive cycles ended in fiscal 2024 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.

Short-Term Incentive Pay

Named Executive Officers participate in 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 they were eligible. Each Named Executive Officer was eligible to participate in the AVP for the entirety of fiscal 2024. Target AVP award levels are set with reference to various factors including internal equity and competitive market compensation levels and are intended to motivate our executives by providing short-term incentive awards for the achievement of annual goals. For fiscal 2024, the AVP incentive was weighted 70% on enterprise-level financial performance and 30% on individual performance.

•The financial performance component was based on preestablished ROIC goals at the enterprise level. The threshold, target and maximum ROIC goals approved by the Board of Directors for fiscal 2024 are set forth in the table below.

•The individual performance component was based on achievement of specific goals relating to areas such as business profitability, execution of strategic initiatives and/or talent acquisition, development and retention. In conjunction with the annual performance review process for our CEO, the 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 job accountabilities. Likewise, our CEO uses a similar process for determining individual goal achievement for the other Named Executive Officers.

CHS financial performance goals and award opportunities under our fiscal 2024 AVP were as follows:

ROIC is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S. 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 return on that capital. It is calculated by dividing adjusted net operating profit after tax by average funded debt plus beginning equity. We define adjusted net operating profit after tax as earnings before taxes excluding the impact of certain non-recurring business events, plus net interest generated from investing and financing activities, and the result is multiplied by the effective tax rate. For purposes of the fiscal 2024 AVP, we define funded debt as the sum of the average of beginning and end of year long-term debt, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2023 and 2024, respectively, and the total beginning of year equity as of July 31, 2023, respectively. Further, for purposes of the fiscal 2024 AVP, we excluded the impacts of a pension plan withdrawal liability, an impairment charge and a severance accrual as non-recurring events.

ROIC results for fiscal 2024 were 9.5%, resulting in award payouts at 2.0x target for the financial performance component. Although adjusted net operating profit after tax decreased in fiscal 2024 from the record results in the previous year due to the commodity cycle downturn, profitability was elevated from historical averages. The less favorable market conditions negatively impacted refining margins in our Energy segment and oilseed crush margins in our Ag segment, but both segments still performed well and were able to deliver solid financial results. Mr. 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 Named Executive Officer's performance was determined by the Board of Directors or the CEO, respectively, to have been strong against their individual goals, and therefore, each Named Executive Officer was awarded an above target payout for the 30% individual performance component. Short-term incentive awards that were earned under the AVP for fiscal 2024 for the Named Executive Officers are as follows:

Long-Term Incentive Pay

Each Named Executive Officer was eligible to participate in the CHS Inc. Executive Long-Term Incentive Plan ("ELTIP"). The purpose of the ELTIP is to align executive pay with long-term business performance, maximize long-term value for our member-owners and retain key executives. The ELTIP consists of three-year performance periods to ensure consideration is made for our long-term financial performance and strategic execution, with a new performance period beginning every fiscal year. Our Board of Directors approves the ELTIP goals for each three-year 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. Participants who leave CHS prior to retirement for reasons other than death or disability forfeit all unearned and unvested ELTIP award balances. Participants who meet retirement criteria, die or become disabled receive prorated awards following the ELTIP provisions. Like the AVP, target award levels for the ELTIP are set with regard to various factors including internal equity and market competitive considerations. The target ELTIP award is 1.25x base salary for Named Executive Officers other than Mr. Debertin for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024). Mr. Debertin's target ELTIP award is 3.0x his base salary for performance periods beginning on or after September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2024) and increases to 5.0x his base salary for performance periods beginning on or after September 1, 2023.

For the three-year ELTIP period ended in fiscal 2024, the ELTIP performance measure was ROIC. As stated above in the AVP section, ROIC is a measurement of how efficiently we use capital and the level of return 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. For purposes of the fiscal 2022-2024 performance period, 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, 2021, 2022, 2023 and 2024, respectively, and the total beginning of year equity as of July 31, 2021, 2022, and 2023, respectively. Further, for purposes of calculating adjusted net operating profit for the fiscal 2022-2024 performance period, we excluded the impacts of a pension plan withdrawal liability, an impairment charge and a severance accrual as non-recurring events.

Award opportunities for the fiscal 2022-2024 ELTIP performance period 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. As indicated in the table below, the threshold, target, maximum and superior maximum ROIC goals for the fiscal 2022-2024 performance period are as follows:

(1) The Superior Maximum performance level and target award multiple do not apply to the CEO.

Business conditions in the agriculture and energy industries were favorable during the 2022-2024 performance period. Our ability to execute in this environment with strong operational performance resulted in ROIC of 16.1%, 16.4% and 9.5% in fiscal 2022, fiscal 2023 and fiscal 2024, respectively. Overall ROIC performance for the fiscal 2022-2024 performance period was 13.9%, resulting in superior maximum performance level awards equivalent to 4.0x the target for Named Executive Officers other than the CEO and a maximum performance level award equivalent to 2.0x the target for the CEO. ELTIP payments for the fiscal 2022-2024 ELTIP for the Named Executive Officers are as follows:

The fiscal 2024 award grant values associated with the fiscal 2024-2026 ELTIP performance period, which continue to measure three-year ROIC, are provided in the "2024 Grants of Plan-Based Awards" table.

Profit-Sharing

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 reward employees for our profitability. Annual profit-sharing contributions for executives are calculated as a percent of base pay and annual variable pay (total calendar year earnings) and are made to the CHS Inc. 401(k) Plan ("401(k) Plan") account and CHS Inc. Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer. The profit-sharing amount varies in relation to CHS ROIC performance. The fiscal 2024 Profit-Sharing Plan ROIC goals and contribution as a percent of total earnings are displayed in the following table:

ROIC results for fiscal 2024 were 9.5%. Accordingly, each Named Executive Officer earned a 5% Profit-Sharing award.

Retirement Benefits

We provide the following retirement and deferral programs to Named Executive Officers:

•CHS Inc. Pension Plan

•CHS Inc. 401(k) Plan

•CHS Inc. Supplemental Executive Retirement Plan

•CHS Inc. Deferred Compensation Plan

CHS Inc. Pension Plan

The CHS Inc. Pension Plan ("Pension Plan") is a tax-qualified defined benefit pension plan. All Named Executive Officers participate in the Pension Plan. A Named Executive Officer is fully vested in the Pension Plan after three years of vesting service. The Pension Plan provides for a lump sum payment of the participant’s account balance once the Named Executive Officer reaches normal retirement age (or, alternatively, for a monthly annuity for the Named Executive Officer's lifetime if elected by the Named Executive Officer). The normal form of benefit for a single Named Executive Officer is a life annuity, and for a married Named Executive Officer, the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. 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.

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. The pay credits percentage received is determined on a yearly basis, based on the years of benefit service completed as of December 31 of each year. A Named Executive Officer receives one year of benefit service for every calendar year of employment in which the Named Executive Officer completed at least 1,000 hours of service.

Pay credits are earned according to the following schedules:

Regular Pay Credits

Mid-Career Pay Credits

Employees hired after age 40 qualify for the following minimum pay credit:

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 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%.

CHS Inc. 401(k) Plan

The 401(k) Plan is a tax-qualified, defined contribution retirement plan. Most full-time, nonunion CHS employees are eligible to participate in the 401(k) Plan, including each Named Executive Officer. Participants may contribute between 1% and 50% of their pay on a pretax basis. We match 100% of the first 1% and 50% of the next 5% of pay contributed each year (maximum 3.5%). Our Board of Directors may elect to reduce or eliminate matching contributions for any year or any portion thereof. 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.

CHS Inc. Supplemental Executive Retirement Plan and CHS Inc. Deferred Compensation Plan

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 ("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. Company contributions under the Pension Plan and 401(k) Plan are not eligible for pay credits.

Certain Named Executive Officers may have accumulated nonqualified plan balances or benefits that have been carried over from predecessor companies as a result of past mergers and acquisitions. Benefits from the SERP are primarily funded in a rabbi trust, with a balance as of August 31, 2024, of $37.5 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

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, 2024, all of the Named Executive Officers were eligible to participate in the DCP. Mr. 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, 2024, of$162.5 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

Health and Welfare Benefits

The Named Executive Officers are eligible to participate in benefits under our comprehensive health and welfare program on the same basis as other eligible full-time employees. The health and welfare program includes benefits such as medical, dental, vision, life insurance, short-term disability, spending accounts, travel accident and identity theft protection. Like non-executive full-time employees, participation in some of these benefit plans varies based on each Named Executive Officer's annual benefit elections.

Additional Benefits

Additional benefits such as executive long-term disability, executive physical examinations and limited financial and tax planning assistance are also available to our Named Executive Officers. These are provided as part of an overall executive rewards package that strives to be competitive and retain executive talent. More details can be found in the "All Other Compensation" section of the Summary Compensation Table.

Incentive Compensation Recovery Policy

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 Nasdaq 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.

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;

•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); and

•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

Mr. Debertin

On May 22, 2017, Mr. Debertin was elected as our President and CEO, and in connection therewith entered into an employment agreement with us on that date (the "Employment Agreement"). The Employment Agreement, as amended, has a term expiring August 31, 2026, provided that the Employment Agreement will thereafter automatically renew for an additional one-year period, unless either party notifies the other in writing, at least 120 days in advance of the relevant renewal date, of its intent not to renew the agreement for the additional one-year period.

Pursuant to the terms of the amended Employment Agreement Mr. Debertin is entitled to, among other things:

•an annual base salary of $1,150,000, which has subsequently been increased by our Board of Directors to $1,450,000 and which is subject to further increase by our Board of Directors from time to time;

•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 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; and

•welfare benefit continuation for two years following the termination of his employment, if Mr. Debertin chooses to retire from the Company on or after August 31, 2025.

Pursuant to an amendment in November 2023, 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, we agreed to provide Mr. Debertin the following for ELTIP awards for the 2024-2026 performance period (and any ELTIP performance period thereafter):

•a target ELTIP award opportunity of 5x 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; and

•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 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. Debertin would be entitled under the Employment Agreement if we terminated his employment without cause or, if he terminated his employment for "good reason" are described below under "Post Employment."

Ms. Nelligan

Ms. Nelligan's compensation is set forth in a letter agreement we entered into with her on January 7, 2020 (the "Nelligan Letter Agreement"). The Nelligan Letter Agreement provides that Ms. 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. Nelligan would be entitled under the Nelligan Letter Agreement if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under "Post Employment."

Mr. Smith

Mr. Smith's compensation is set forth in a letter agreement we entered into with him on January 1, 2021 (the "Smith Letter Agreement"). The Smith Letter Agreement provides Mr. 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, which were paid in previous years, and a final installment of $300,000 paid in 2024.

The Smith Letter Agreement provides that Mr. 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 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. Smith would be entitled under the Smith Letter Agreement if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under "Post Employment."

Tax Considerations

Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain current and former executive officers in a taxable year.

We believe that Section 162(m) is only one of several relevant considerations in setting compensation. We also believe that Section 162(m) should not be permitted to compromise our ability to design and maintain executive compensation arrangements that, among other things, are intended to attract and retain highly qualified executives in a competitive environment. 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

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

(1) Includes hiring bonus payments to Mr. Smith of $400,000 in 2022, $400,000 in 2023 and $300,000 in 2024.

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

The Board of Directors approved a retention award for certain 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. In November 2020, our Board of Directors modified the terms of the retention award to provide that it would generally only be earned if the applicable participant continued active employment through January 1, 2022. The actual retention award value was distributed as follows in fiscal 2022: Mr. Debertin, $1,768,125, Mr. Hunhoff, $371,000 and Mr. Griffith, $180,400. Because Ms. Nelligan and Mr. Smith were not active participants in the 2016-2018 ELTIP or actively employed by us on the date the retention award was approved, they were not granted a retention award.

The actual annual variable pay award value was as follows in fiscal 2024, 2023 and 2022, respectively: Mr. Debertin,$4,350,000,$4,096,800 and $3,939,192; Ms. Nelligan, $1,569,992, $1,518,000 and $1,380,000; Mr. Smith, $1,431,731, $1,404,380 and $1,350,330; Mr. Hunhoff, $1,402,657, $1,403,920 and $1,357,900; and Mr. Griffith, $1,392,144, $1,380,000 and $1,253,500.

The actual long-term incentive award value was as follows in fiscal 2024, 2023 and 2022, respectively: Mr. Debertin, $8,257,328, $6,588,481 and $6,437,835; Ms. Nelligan, $3,255,000, $2,806,000 and $2,297,444; Mr. Smith, $3,049,452, $2,710,472 and $1,774,220; Mr. Hunhoff, $3,049,172, $2,720,112 and $2,663,064; and Mr. Griffith, $2,948,334, $2,522,332 and $1,923,842.

(3) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officer's benefit under his or her retirement program and nonqualified earnings, if applicable.

The aggregate change in the actuarial present value was as follows in fiscal 2024, 2023 and 2022, respectively: Mr. Debertin, $1,255,762, $973,758 and $334,447; Ms. Nelligan, $212,287, $135,559 and $88,098; Mr. Smith, $190,030, $129,192 and $112,719; Mr. Hunhoff, $477,198, $210,620 and $(320,238); and Mr. Griffith, $364,125, $228,368 and $48,145. Negative values are not reflected in the sum reported in the column.

Above-market earnings on deferred compensation represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service ("IRS") on applicable funds and were as follows in fiscal 2024, 2023 and 2022, respectively: Mr. Debertin,

$0, $135,568 and $327,432; Ms. Nelligan, $0, $11,113 and $26,032; Mr. Smith, $0, $8,932 and $8,334; Mr. Hunhoff, $0, $17,965 and $49,859; and Mr. Griffith, $0, $2,574 and $5,922.

(4) Includes fiscal 2024 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $446,752; Ms. Nelligan, $167,214; Mr. Smith, $153,275, Mr. Hunhoff, $153,197; and Mr. Griffith, $150,320.

(5) Includes fiscal 2024 employer contribution to the 401(k) Plan: Mr. Debertin, $18,296; Ms. Nelligan, $18,233; Mr. Smith, $18,400; Mr. Hunhoff, $18,675; and Mr. Griffith, $15,375.

(6) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, commemorative gift and companion travel for Mr. Debertin.

(7) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning and wellness program incentive for Ms. Nelligan.

(8) For fiscal 2024, includes executive LTD, travel accident insurance and wellness program incentive for Mr. Smith.

(9) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, and companion travel for Mr. Hunhoff.

(10) For fiscal 2024, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive and companion travel for Mr. Griffith.

2024 Grants of Plan-Based Awards

(1) Represents range of possible awards under our fiscal 2024 Annual Variable Pay Plan for Mr. Debertin based on target award opportunity at 1.5x base salary.

(2) Represents range of possible awards under our ELTIP for the fiscal 2024-2026 performance period for Mr. Debertin. Values for Mr. Debertin reflect the amendments to his long-term incentive compensation opportunity made pursuant to Employment Agreement Amendment No. 4, including ELTIP target award opportunity at 5.0x base salary. Awards are measured over a three-year period and vest over an additional 28-month period.

(3) Represents range of possible awards under our fiscal 2024 Annual Variable Pay Plan for the other NEOs based on target award opportunity at 1.15x base salary.

(4) Represents range of possible awards under our ELTIP for the fiscal 2024-2026 performance period for the other NEOs. 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.

The material terms of annual variable pay and long-term incentive awards that are disclosed in the above table, including the vesting schedule, are described under "Compensation Discussion and Analysis" above.

2024 Pension Benefits

(1) Mr. Debertin and Mr. Griffith are 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.

For a discussion of the material terms and conditions of the Pension Plan and the SERP, see "Compensation Discussion and Analysis" above.

The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 13, Benefit Plans, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K:

•a discount rate of 5.04% for the Pension Plan and 4.75% for the SERP;

•each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65). The early retirement benefit under the cash balance plan formula is equal to the participant’s account balance; and

•payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.

The normal form of benefit for a single Named Executive Officer is a life-only annuity, and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. A lump sum option is also available.

All Named Executive Officers' retirement benefits at normal retirement age will be equal to their accumulated benefits under the Pension Plan and the SERP, as described under "Compensation Discussion and Analysis" above.

2024 Nonqualified Deferred Compensation

(1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay from September 1, 2023 through August 31, 2024. Deferred salary contributions were reported as fiscal 2024 compensation in the Summary Compensation Table, and deferred annual incentive pay was reported as fiscal 2023 compensation in the Summary Compensation Table.

(2) Includes contributions made by us into the Deferred Compensation Plan on behalf of Named Executive Officers representing retirement contributions for Profit-Sharing and 401(k) match on amounts exceeding IRS compensation limits (which were reported as fiscal 2024 compensation in the Summary Compensation Table) and ELTIP contributions (which were reported as fiscal 2023 compensation in the Summary Compensation Table) from September 1, 2023 through August 31, 2024.

(3) Includes aggregate earnings on Named Executive Officer Deferred Compensation Plan accounts from September 1, 2023 through August 31, 2024, which are not required to be reported as compensation in the Summary Compensation Table. Deferred Compensation Plan earnings are based on investment elections made by the Named Executive Officer from thirteen market-based notional investments and a fixed rate fund. The investment returns for fiscal 2024 were as follows:

(4) Includes payments of previously deferred amounts made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code. Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability, or death.

(5) Represents the aggregate balance of non-qualified deferred compensation as of August 31, 2024. Amounts vary by Named Executive Officer in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals over time. To the extent that an executive was an NEO for a reported year, these amounts, other than the portion attributable to earnings, were disclosed as compensation in the year of the NEO’s deferral or registrant’s contribution, as applicable.

For a discussion of the material terms and conditions of the Deferred Compensation Plan, see "Compensation Discussion and Analysis" above.

Post Employment

Pursuant to the terms of his Employment Agreement, Mr. Debertin, our President and CEO, is entitled to severance in the event that his employment is terminated by us without cause or by him with "good reason." Specifically, severance under the Employment Agreement would consist of:

•The annual incentive compensation Mr. Debertin would have been entitled to receive for the year in which his termination occurred as if he had continued until the end of that fiscal year, determined based on our actual performance for that fiscal year relative to the performance goals applicable to Mr. Debertin (with that portion of the annual incentive compensation based on completion or partial completion of previously specified personal goals equal to 30% of the target annual incentive), prorated for the number of days in the fiscal year through Mr. Debertin’s termination date and generally payable in a cash lump sum at the time that incentive awards are payable to other participants;

•Two times Mr. 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; and

•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.

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 2024, Mr. Hunhoff and Mr. Griffith were 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 positions are 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 2024 is as follows:

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

(2) For purposes of calculating the prorated portion of Mr. Debertin's unpaid annual variable pay award for the fiscal year in which the termination occurred, assumes an annual variable pay award at target performance for the entire fiscal year.

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

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 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 2024:

•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 $86,345. 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 $15,775,064.

•The ratio of the annual total compensation of our CEO to the median employee was 183:1.

A new median employee was selected for 2024. We identified our median employee as of June 1, 2024 by analyzing the regular, bonus and overtime wages (or their equivalents) paid in the prior 12 months for the entire employee population excluding the CEO and certain international employees as permitted by the SEC de minimus exclusion rule (details below). We changed to this process of using the entire population instead of using a statistical sampling methodology because we believe it is a more accurate approach to identifying the median employee.

As of June 1, 2024, our employee population consisted of approximately 10,662 individuals, 9,872 of whom were located in the United States and 790 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 363 individuals who were located in the following countries: Argentina (49), Bulgaria (5), Canada (5), China (32), Hungary (18), Italy (5), Mexico (3), Romania (122), Serbia (6), Singapore (18), South Korea (3), Spain (34), Switzerland (19), Taiwan (3), Ukraine (28) and Uruguay (13). Excluding these employees, our employee population that was used to determine the median employee consisted of 10,299 individuals.

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. Our pay ratio should not be compared to other companies' pay ratios, because it is based on a methodology specific to us, and certain material assumptions, adjustments and estimates have been made in the calculation of the ratio.

Director Compensation

Our Board of Directors met seven times during the fiscal year ended August 31, 2024. Each director (other than the chair of the Board) is a member of two Board committees. At a minimum, each Board committee meets during each of the Board's five regular meetings. For fiscal 2024, each non-employee director was provided compensation as follows:

•a monthly retainer equivalent to $93,700 per year from September 1, 2023, through December 31, 2023, and equivalent to $98,500 per year from January 1, 2024, through August 31, 2024, 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, $9,000 for the first vice chair and the secretary-treasurer, $9,000 for all Board committee chairs, and $6,000 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; and

•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 for purposes of the per diem meeting fee, 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.

The non-employee director compensation package was determined based on the market analysis of director compensation conducted for the Governance Committee by Mercer (U.S.), a global compensation consulting firm, in fiscal 2019. Each year thereafter, market updates have been provided by Mercer, and annual adjustments have been considered. Effective as of January 1, 2024, 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.

Further, directors are eligible to participate in the Deferred Compensation Plan. Other than direct contributions, contributions to a retirement plan account in the Deferred Compensation Plan are made based on our three-year ROIC performance, with ROIC defined in the same manner as for the ELTIP. Driven by our unique cooperative structure, we believe that using the ROIC performance metric for this purpose aligns the interests of our directors with the interests of our management and member-owners. The ROIC performance goal levels are established and approved by our Board of Directors prior to each three-year performance period. 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 were eligible for certain retirement and health care benefits in fiscal 2024 based on their election date.

Directors elected prior to September 1, 2011 participate in a defined benefit retirement plan that provides for a monthly benefit for the director's lifetime, beginning at age 60. Benefits are immediately vested, and the monthly benefit is determined according to the following formula: $250 times years of service on the Board (up to a maximum of 15 years). Under no event will the benefit payment be payable for less than 120 months. Payment is made to the retired director's beneficiary in the event of the director's death before 120 payments are made. Effective August 31, 2011, future accruals under the director retirement plan were frozen. Retirement benefits are funded by a rabbi trust, with a balance of $7.2 million as of August 31, 2024.

Directors and their eligible dependents were eligible to participate in our medical, dental and vision plans in fiscal 2024. We paid 100% of the premium for each director and their eligible dependents while the director was actively serving on the Board. Directors who departed the Board before September 1, 2024 and prior to Medicare eligibility were eligible to continue participation in our medical plan, along with their eligible dependents, with premiums paid up to 100% by CHS depending on the director's years of service to the Board.

Director Deferred Compensation Plan

Directors are eligible to participate in the Deferred Compensation Plan. Each participating director may elect to defer up to 100% of his or her monthly director fees into the Deferred Compensation Plan. This must be done prior to the beginning of the calendar year in which the fees will be earned, or in the case of newly elected directors, upon election to the Board. During fiscal 2024, the following directors deferred Board fees pursuant to the Deferred Compensation Plan: Mr. Beckman, Mr. Clemensen, Mr. Erickson, Mr. Fritel, Mr. Johnsrud, Mr. Kehl, Mr. Meyer and Mr. Throener.

In addition to any voluntary director deferrals, the company may also credit a retirement contribution to each director's Deferred Compensation Plan. The fiscal 2024 credit to each director's retirement plan account was based on the following ROIC performance goals for fiscal years 2022-2024:

*The amount credited for the fiscal 2022-2024 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 2022-2024 performance period was 13.9% and, accordingly,$100,000 was credited for fiscal 2024 to each director's retirement plan account under the Deferred Compensation Plan, except $66,667 was credited for newly elected director Mr. Rossman and $8,333 was credited for former director Mr. Meyer. This amount is reflected in the Director Compensation table.

Upon leaving our Board of Directors during fiscal 2024, a director's credit for that partial fiscal year is the target amount ($25,000) prorated through the end of the month in which the director departs. Directors who joined our Board of Directors during fiscal 2024 received credit for that partial fiscal year based on the actual ROIC performance for the performance period ending in fiscal 2024, prorated from the first of the month following the month in which the director joined our Board of Directors to the end of the fiscal year.

Benefits are funded in a rabbi trust. The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.

2024 Director Compensation

(1) Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Beckman, $13,000; Mr. Clemensen, $16,000; Mr. Erickson, $8,000; Mr. Fritel, $70,200; Mr. Johnsrud, $24,000; Mr. Kehl, $28,000; Mr. Meyer, $4,000; and Mr. Throener, $10,000.

(2) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director's benefit under his retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011, as stated above. The following directors had the following changes in pension values during fiscal 2024: Mr. Blew, $2,198; Mr. Fritel, $1,988; Mr. Kayser, $2,473; and Mr. Schurr, $17,699.

Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate on applicable funds as determined by the IRS. No directors had above-market earnings during fiscal 2024.

(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, Mr. Jones, Mr. Kayser, Mr. Kehl, Mr. Stroh and Mr. Throener, for whom we paid health insurance premiums of $29,260, $26,148, $29,260, $27,476, $29,260 and $29,260, respectively.

All other compensation also includes fiscal 2024 director retirement plan Deferred Compensation Plan contributions of $100,000 for each director, except for newly elected director Mr. Rossman, $66,667; and for former director, Mr. Meyer, $8,333.

Compensation Committee Interlocks and Insider Participation

Our Board of Directors does not have a compensation committee. The Executive Committee performs the equivalent functions of a compensation committee with respect to our CEO, and the Governance Committee performs the equivalent functions of a compensation committee, other than with respect to our CEO.

During fiscal 2024, the members of the Executive Committee were Messrs. Schurr (chair), Blew (first vice chair), Cordes (second vice chair), 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 2024, 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 2024 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, Clemensen, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl, Rossman, Throener and Schurr who were a party to related-person transactions.

Compensation Committee Report

The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussions, the Executive Committee and the Governance Committee each recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

Executive Committee

Daniel Schurr, Chair

Clinton J. Blew

Scott Cordes

Alan Holm

Russell Kehl

Governance Committee

Tracy Jones, Chair

Clinton J. Blew

Scott Cordes

Mark Farrell

David Kayser

Russell Kehl