DEF 14A of Dow Inc., Feb 28, 2025

DEF 14A of Dow Inc.

Filed Feb 28, 2025 · FY20240000950170-25-029994

Open on EDGAR

  1. Table of Contents

    | Notice of Annual Meeting of Stockholders | 1 | | | | Table of Contents | 3 | Board of Directors | 33 | | A Message from our Independent Lead Director | 4 | Agenda Item 1: Election of Directors | 33 | | | | Qualifications and Composition | 34 | | | | Nominees for Election | 49 | | Proxy Statement Summary | 5 | Director Compensation | 50 | | About Dow | 6 | Beneficial Ownership of Company Stock | 53 | | 2024 Highlights | 7 | | | | Advancing Our Ambition | 8 | | | | Environmental Performance | 9 | Compensation Discussion & Analysis | 55 | | Inclusion | 11 | CD&A Executive Summary | 56 | | Community | 12 | Executive Compensation and Benefits | 58 | | Corporate Governance | 14 | The Compensation Process | 73 | | Executive Compensation | 17 | Other Considerations | 76 | | Stockholder Engagement | 18 | | | | | | Compensation Tables and Narrative | 78 | | Corporate Governance | 19 | Pay Versus Performance | 84 | | Corporate Governance Guidelines | 19 | Benefits | 88 | | Director Independence | 19 | Potential Payments upon Termination or | 91 | | Board Leadership Structure | 20 | Change-in-Control | | | Board, Committee and Annual Meeting Attendance | 21 | Compensation and Leadership Development | 94 | | Executive Sessions of Directors | 21 | Committee Report | | | Board Committees | 21 | | | | Board’s Role in the Oversight of Strategy and Priorities | 26 | | | | Board’s Role in the Oversight of Risk Management | 26 | Management Proposals | 95 | | Cybersecurity and Information Security | 27 | Agenda Item 2: Advisory Resolution to Approve | 95 | | Code of Conduct | 28 | Executive Compensation | | | Political Engagement and Disclosure | 29 | Agenda Item 3: Ratification of the Appointment of the | 96 | | Communications with the Board and Directors | 29 | Independent Registered Public Accounting Firm | | | Director Qualifications | 30 | Audit Committee Report | 98 | | Director Orientation and Education | 30 | | | | Director Candidate Nominations through Proxy Access | 31 | | | | Service on Other Public Company Boards | 31 | Voting and Attendance Procedures | 100 | | Board and Committee Evaluation Process | 31 | Additional Information | 103 | | Board Refreshment and Succession Planning | 32 | | | | Certain Relationships and Related Transactions | 32 | Appendix | 105 | | Related Person Transactions | 32 | Non-GAAP Reconciliation | 105 | | | | Defined Terms | 107 | | | | Cautionary Statement Regarding Forward-Looking Statements | 108 |

  2. Meet Our Board

    Meet Our Board We are committed to maintaining a Board that is representative of society and is best equipped to help steward and oversee Dow’s strategy, performance and enterprise risk management. Collectively, our Board provides a balance of perspectives and relevant skills and experiences, including capital allocation; financial acumen; technology expertise; operational experience; and environmental, social and governance expertise, to help our Company compete, innovate and deliver. To learn more about the individuals nominated for election at the 2025 Meeting, see the section titled “Election of Directors” beginning on page 33.

  3. Election of Directors

    Election of Directors In accordance with the recommendation of the Corporate Governance Committee, the Board has nominated thirteen individuals for election as Directors at the 2025 Meeting. Directors are elected annually by a majority of votes cast. A biography for each Director nominee is presented beginning on page 36. Age is as of April 10, 2025.

  4. Election of Directors

    | | | | | | Samuel R. Allen Age: 71 Director Since: 2019 | Gaurdie E. Banister Jr. Age: 67 Director Since: 2020 | Wesley G. Bush Age: 64 Director Since: 2018 | Richard K. Davis Age: 67 Director Since: 2015 |

  5. Election of Directors

    | | | | | | | Jerri DeVard Age: 66 Director Since: 2022 | Debra L. Dial Age: 64 Director Since: 2021 | Jeff M. Fettig Age: 68 Director Since: 2003 | Jim Fitterling Age: 63 Director Since: 2018 | Jacqueline C. Hinman Age: 63 Director Since: 2018 |

  6. Election of Directors

    | | | | | | Rebecca B. Liebert Age: 57 Director Nominee | Luis Alberto Moreno Age: 71 Director Since: 2021 | Jill S. Wyant Age: 53 Director Since: 2020 | Daniel W. Yohannes Age: 72 Director Since: 2018 |

  7. Election of Directors

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  8. Qualifications and Composition

    Qualifications and Composition The Corporate Governance Committee and the Board believe that the qualifications and attributes set forth in this Proxy Statement for the nominees support the conclusion that these individuals are qualified to serve as Directors of the Company and collectively bring a balance of relevant skills, professional experience, viewpoints, and backgrounds allowing them to effectively oversee the Company’s business. As of April 10, 2025. Personal characteristics and qualifications are based on information self-identified by each Director nominee. Director since reflects beginning of service as a Dow Director, a The Dow Chemical Company (“TDCC”) designated Director serving as a DowDuPont Inc. Director, a member of the DowDuPont Inc. Materials Advisory Committee, or a TDCC Director as applicable. The composition of the Board provides a balance of perspectives that contributes to the Board’s effectiveness in overseeing the business and strategy of the Company. Each of the nominees possess skills and experiences that align with the current needs of the Company. The Corporate Governance Committee and Board have determined that the individuals nominated for election are qualified to serve as Directors of the Company.

  9. Qualifications and Composition

    | | | Public company executive / CEO experience | | | Global/international | | | Directors who hold or have held executive leadership positions possess an understanding of public company considerations and capital structure. | | | Directors with global or international work or management experience offer valuable perspective given the global operations of the Company. | | | | | Strategic planning and enterprise risk management | | | Human capital management | | | Directors who have experience at large/complex organizations (including other board memberships) provide strong oversight of the Company’s strategic priorities, corporate and business plans, and enterprise risk management. | | | Directors who have experience in human capital management offer valuable perspective for employee health and safety, work environment and culture, talent development and compensation and benefits. | | | | | Financial and accounting | | | Manufacturing and industry | | | Directors with an advanced understanding of finance and accounting provide strong oversight of the Company’s financial reporting and internal controls. | | | Directors who have experience in the industry and markets served by the Company offer valuable perspective for business operations and global supply chain. | | | | | Technology and/or cybersecurity | | | Science and/or academia | | | Directors who have experience and/or expertise in technology or cybersecurity, including information security, artificial intelligence and e-commerce, are particularly important given the Company’s focus on digitalization and innovation. | | | Directors who have expertise in the science or academic fields are important given the Company’s focus on research and innovation. | | | | | Corporate governance | | | Public policy | | | Directors with experience on a public company board enhance the Board’s corporate governance practices and increase effectiveness. | | | Directors with public policy and/or legal experience have key insight into the role of regulatory compliance and government affairs affecting the Company. | | | | | Environmental/climate-related | | | Social purpose | | | Directors with environmental, sustainability or climate-related experience provide strong oversight of the Company’s commitments to protect the climate, reduce carbon emissions, eliminate plastic waste and deliver circular economy solutions. | | | Directors with social purpose strengthen the Company’s commitment to accelerate positive social change and create a sustainable future where our communities can thrive. | | | | | Marketing and brand management | | | | | | Directors with experience in consumer dynamics, corporate brands and end-user markets offer valuable perspective given the Company’s customer-centric mindset. | | | | |

  10. Qualifications and Composition

    Reflects cumulative years served as a Dow Director, a TDCC-designated Director serving as a DowDuPont Inc. Director, a member of the DowDuPont Inc. Materials Advisory Committee, or a TDCC Director as applicable as of April 10, 2025.

  11. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  12. Qualifications and Composition

    | AGE: 71 DIRECTOR SINCE: 2019 COMMITTEES: Compensation; Governance, Chair One of the foundational principles of Dow is transparency. It is a key pillar of how management and the Board engage both with each other and with our stakeholders. That openness is critical to making informed and strategic decisions that support long-term stakeholder value creation. | Samuel R. Allen FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER, DEERE & COMPANY Mr. Allen is the former Chairman and Chief Executive Officer of Deere & Company, a world leading provider of products and services for agriculture, construction, road-building, forestry, and turf care. He served as Chairman at Deere & Company from 2010 to 2020, Director from 2009 to 2020, and Chief Executive Officer from 2009 to 2019. Mr. Allen joined Deere in 1975 and held various executive positions until assuming the role of Chairman and Chief Executive Officer. CONTRIBUTING TO DOW’S BOARD Mr. Allen brings global public company, business, and leadership expertise as the former Chairman and Chief Executive Officer of Deere. He has extensive experience and knowledge of international business operations, manufacturing, consumer marketing, and sales, which are particularly important given the global presence and business operations of the Company. He provides the Board valuable insight on the Company’s strategic planning and enterprise risk management. Mr. Allen has public company board experience resulting in corporate governance, talent succession, and executive compensation expertise, as well as board leadership experience. OTHER PUBLIC COMPANY DIRECTORSHIPS Whirlpool Corporation (since 2010) QUALIFICATIONS | | | |

  13. Qualifications and Composition

    | | Gaurdie E. Banister Jr. FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER, AERA ENERGY LLC Mr. Banister is the former President and Chief Executive Officer of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil; he served from 2007 to 2015. Prior to Aera Energy, Mr. Banister served in various executive leadership positions at Shell Oil, including Vice President, Upstream Asia Pacific and Vice President, Upstream Americas, overseeing drilling and development activities; Vice President, Business Development and Technology; and President USA and Executive Vice President of Shell Services EP Gas and Power. Mr. Banister joined Shell Oil in 1980 as an offshore facilities engineer. He served on the Board of Directors of the Bristow Group from 2017 to 2019, Marathon Oil from 2015 to 2018, and Tyson Foods from 2011 to February 2022. Mr. Banister also serves as Chair of the Board of Directors of Russell Reynolds Associates, a private leadership advisory and search firm. CONTRIBUTING TO DOW’S BOARD Mr. Banister brings significant global business and leadership expertise as former Chief Executive Officer of one of California’s largest oil and gas producers and through his public company board experience. He has a strong background in engineering and the energy sector and provides valuable perspective in strategic planning, public policy, climate related matters, information technology, marketing and brand management, enterprise risk management, and operational excellence, all of which are relevant to Dow’s business operations. Mr. Banister has an established record of advocacy for people through both a safe and inclusive workplace. OTHER PUBLIC COMPANY DIRECTORSHIPS Enbridge Inc. (since 2021) QUALIFICATIONS | | AGE: 67 DIRECTOR SINCE: 2020 COMMITTEES: Compensation, EHS&T Dow is leveraging its materials science leadership to deliver sustainable solutions that will not only benefit society but drive profitable growth for shareholders. The entire Board brings its varied and deep expertise, capabilities, talents and a focused dedication for helping set the right strategy to deliver on that future. | | | | |

  14. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  15. Qualifications and Composition

    | AGE: 64 DIRECTOR SINCE: 2018 COMMITTEES: Audit, Governance, EHS&T It is exciting to be on the Board of a company that values and is driven by innovation. Dow is at the forefront of creating future materials that have circularity at their core. As a Board member, I have the opportunity to help guide the strategy and marshal the resources to keep us at the cutting edge. | Wesley G. Bush FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER, NORTHROP GRUMMAN CORPORATION Mr. Bush is the former Chairman and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense technology company. Mr. Bush served as Northrop Grumman’s Chairman from 2011 to 2019, Director from 2009 to 2019, and Chief Executive Officer from 2010 to 2018. Previously, Mr. Bush served as the company’s Chief Operating Officer, Chief Financial Officer, and President of its Space Technology Business. Prior to the acquisition of TRW by Northrop Grumman in 2002, Mr. Bush served as President and Chief Executive Officer for TRW’s UK-based global Aeronautical Systems. He joined TRW in 1987 and held engineering positions with both the Aerospace Corporation and Comsat Labs. Mr. Bush served as Director of Norfolk Southern Corporation from 2012 to 2019. Mr. Bush was named to the DowDuPont Inc. Materials Advisory Committee in August 2018 and served until April 2019. CONTRIBUTING TO DOW’S BOARD Mr. Bush brings significant leadership and governance experience, including as a public company Chief Executive Officer, with a strong background in engineering and the industrials and transportation sectors. Mr. Bush is also a proven operator as a former Chief Operating Officer and is also experienced in finance and accounting, safety, environmental and climate matters—including through his role as a board member of Conservation International—public policy, governmental and stakeholder relations, corporate citizenship, human capital, cybersecurity and information technology, risk management, and strategic planning. OTHER PUBLIC COMPANY DIRECTORSHIPS Cisco Systems Inc. (since 2019), General Motors Co. (since 2019) | | | QUALIFICATIONS | | | |

  16. Qualifications and Composition

    | AGE: 67 DIRECTOR SINCE: 2015 COMMITTEES: Audit, Chair; Governance One of our most critical roles as Directors is working with management to help set a long-term strategy to steward Dow through fast-moving, global challenges and create value for all stakeholders now and for decades to come. | Richard K. Davis LEAD DIRECTOR, DOW; FORMER EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER, U.S. BANCORP Mr. Davis is the former Executive Chairman and Chief Executive Officer of U.S. Bancorp, parent company of U.S. Bank, one of the largest commercial banks in the United States. He served as Executive Chairman from 2007 to 2018, Chief Executive Officer from 2006 to 2017, and held various other executive positions at U.S. Bancorp including President and Chief Operating Officer. Mr. Davis was an Executive Vice President at Bank of America and Security Pacific Bank prior to joining Star Banc Corporation, which was one of U.S. Bancorp’s legacy companies. Mr. Davis served as the President and Chief Executive Officer of Make-A-Wish America from January 2019 to November 2022. He served as director of Xcel Energy Inc. from 2006 to 2020. Mr. Davis served as a Director of TDCC from May 2015 until September 2017 when he became a member of the DowDuPont Inc. Materials Advisory Committee and then, in July 2018, a Director of DowDuPont Inc. Mr. Davis resigned from the DowDuPont Inc. Board in April 2019. Mr. Davis has served as Independent Lead Director since April 2021. CONTRIBUTING TO DOW’S BOARD Mr. Davis brings global business and leadership experience as a former Chairman and Chief Executive Officer of a public company, particularly in industries subject to extensive regulation. He has extensive experience and knowledge of international business operations, financial services, and capital allocation, which is particularly important given the global presence and financial aspects of the Company. Mr. Davis has additional public company and nonprofit board experience across the financial services and medical industries resulting in additional corporate governance and compensation experience, financial expertise, risk management, strategic planning and board leadership experience. OTHER PUBLIC COMPANY DIRECTORSHIPS Mastercard Incorporated (since 2018), Wells Fargo and Company (since 2022) QUALIFICATIONS | | | |

  17. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  18. Qualifications and Composition

    | AGE: 66 DIRECTOR SINCE: 2022 COMMITTEES: Audit, EHS&T Dow’s Board reflects not only a variety of skills and experiences but also a collaborative, inquisitive culture. It is a dynamic, talented and dedicated group of Directors who embrace unique viewpoints and push one another to think differently about how to solve complex global challenges. | Jerri DeVard FORMER EXECUTIVE VICE PRESIDENT AND CHIEF CUSTOMER OFFICER, OFFICE DEPOT, INC. Ms. DeVard is the former Executive Vice President and Chief Customer Officer of Office Depot, Inc., an office supply retailing company, a role she held from 2018 to 2020. Prior to joining Office Depot in 2017 as Chief Marketing Officer, she served as Senior Vice President and Chief Marketing Officer at The ADT Corporation from 2014 to 2016 and Executive Vice President and Chief Marketing Officer at Nokia Corporation. Ms. DeVard has held senior marketing roles at Verizon Communications Inc., Citibank N.A., Revlon Inc., Harrah’s Entertainment, the Minnesota Vikings, and The Pillsbury Company. Ms. DeVard was also principal at DeVard Marketing Group, a firm specializing in digital and multicultural branding and marketing strategies. Ms. DeVard served on the Board of Directors of the Focus Impact Acquisition Corp. from 2021 to January 2022 and ServiceMaster from 2016 to 2018. CONTRIBUTING TO DOW’S BOARD Ms. DeVard is a senior marketing executive with over 30 years of leadership experience at large global brands, including those of public companies. She is highly experienced in the strategic, operational, and financial aspects of integrated and online marketing, including expertise in e-commerce, brand management, and customer engagement. Ms. DeVard also brings extensive risk management and governance experience in consumer products, e-commerce, social impact, change management, and digital transformation across national and global enterprises, all of which are key areas of focus for the Company. Ms. DeVard is the CEO and founder of the Black Executive CMO Alliance (BECA), an alliance designed to help build the next generation of marketing executives. OTHER PUBLIC COMPANY DIRECTORSHIPS Cars.com Inc. (since 2017), Root, Inc. (since 2020), Under Armour Inc. (since 2017) QUALIFICATIONS | | | |

  19. Qualifications and Composition

    | | Debra L. Dial FORMER SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER, AND CONTROLLER, AT&T INC. Ms. Dial is the former Senior Vice President, Chief Accounting Officer, and Controller of AT&T Inc., a global telecommunications company. Ms. Dial served as Chief Accounting Officer from 2022 to 2023 and Senior Vice President and Controller from 2016 to 2023. Previously Ms. Dial served as Vice President of Finance for AT&T Capital Management with responsibility for capital allocation, budgeting, and governance, and as Chief Financial Officer for the AT&T Chief Information and Technology Officers. Prior to joining AT&T in 1996, Ms. Dial spent ten years at KPMG in their audit practice, where she held roles of increasing responsibility. CONTRIBUTING TO DOW’S BOARD Ms. Dial is a senior finance executive with over 25 years of experience in financial reporting, accounting policy, and capital allocation with a Fortune 50 global telecommunications company. Ms. Dial brings a broad perspective and strategic insights through her experience in driving sizeable merger integration; leading successful cost transformation; executing mergers and acquisitions valuation analysis; overseeing SEC reporting including climate related disclosures, financial policy, and governance; managing long-term financial planning; focusing on enterprise risk management; and supporting investor relations, all of which are key areas of focus for the Company. OTHER PUBLIC COMPANY DIRECTORSHIPS Booz Allen Hamilton Holding Corporation (since January 2025), Hubbell Incorporated (since 2023) QUALIFICATIONS | | AGE: 64 DIRECTOR SINCE: 2021 COMMITTEES: Audit, EHS&T Dow maintains robust internal controls and a rigorous approach to transparent and accurate disclosure and reporting. These practices, in conjunction with the Company’s commitment to strong leadership, ethics, and culture are essential to strong governance that drives long-term success. | | | | |

  20. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  21. Qualifications and Composition

    | | Jeff M. Fettig FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER, WHIRLPOOL CORPORATION Mr. Fettig is the former Chairman and Chief Executive Officer of Whirlpool Corporation, a manufacturer of home appliances. He served as Chairman from 2004 to 2018, and Chief Executive Officer from 2004 to 2017. Mr. Fettig joined Whirlpool Corporation in 1981 and held various executive positions until assuming the role of Chairman and Chief Executive Officer. Mr. Fettig served as a Director of TDCC from December 2003 until September 2017 when he became a Director of DowDuPont Inc. Mr. Fettig resigned from the DowDuPont Inc. Board in April 2019. CONTRIBUTING TO DOW’S BOARD Mr. Fettig brings global public company, business, and leadership experience as the former Chairman and Chief Executive Officer of Whirlpool Corporation. He has extensive experience and knowledge of corporate governance, international business operations, manufacturing, marketing and brand management, sales and distribution, which is particularly important given the global presence and business operations of the Company. Mr. Fettig also has extensive experience and knowledge of consumer dynamics, branded consumer products, and end-user markets and servicing relevant to the business operations and focus of the Company. He provides the Board valuable insight on the Company’s strategic priorities and enterprise risk management. OTHER PUBLIC COMPANY DIRECTORSHIPS Sherwin-Williams Co. (since 2019) QUALIFICATIONS | | AGE: 68 DIRECTOR SINCE: 2003 COMMITTEES: Compensation, Chair; Governance It’s a privilege to serve on the Board of Dow and help shape the future of an iconic company that is positively impacting the world. As a Board, we strive to create long-term value that benefits all our stockholders. | | | | |

  22. Qualifications and Composition

    | AGE: 63 DIRECTOR SINCE: 2018 COMMITTEES: None Every member of Dow’s Board brings valuable and unique perspectives, expertise, and experiences along with a commitment to helping Dow deliver best-in-class performance and drive long-term value growth for all our stakeholders. | Jim Fitterling CHAIR AND CHIEF EXECUTIVE OFFICER, DOW Mr. Fitterling is the Chair and Chief Executive Officer of Dow. Mr. Fitterling has been the Chair since April 2020 and Chief Executive Officer since August 2018. He has also served as Chair of TDCC since April 2020 and Chief Executive Officer since July 2018. Prior to those roles, Mr. Fitterling was the Chief Operating Officer of the DowDuPont Inc. Materials Science Division from September 2017 until April 2019. Mr. Fitterling first joined Dow in 1984 and has held various other executive positions, including President, Chief Operating Officer, Vice Chair of Business Operations, Senior Vice President of Corporate Development, and President of the Plastics and Hydrocarbons businesses. Mr. Fitterling was a member of the Board of Directors of Chemical Financial Corporation from 2010 to 2019. Mr. Fitterling served as the 2021 Chair of the Board of Directors of the American Chemistry Council and was elected to serve as the 2022 and 2023 Chair of the Board of Directors of the National Association of Manufacturers. CONTRIBUTING TO DOW’S BOARD Mr. Fitterling played a key role in the Company’s transformation, from lower-margin, commodity businesses to one more deeply focused on higher-growth, consumer demand-driven markets that value innovation—with the goal of creating the most innovative, customer-centric, inclusive, and sustainable materials science company in the world. During his more than 40-year career at Dow, Mr. Fitterling has held leadership positions in many of the Company’s business units, as well as corporate development and business operations, bringing extensive business and leadership experience in the industry. In addition, he served as the business lead in Dow’s successful launch of its next-generation sustainability goals. At his direction, in January 2019, Dow became a founding member of the Alliance to End Plastic Waste, an initiative to accelerate efforts to drive innovation, provide much-needed resources, and take decisive action to put an end to plastic waste in the environment. Mr. Fitterling is widely recognized for his work supporting LGBTQ+ non-discrimination and workplace equality and was inducted to the OUTstanding Hall of Fame in 2021. Mr. Fitterling is uniquely suited to facilitate the Board’s governance oversight of strategic planning and enterprise risk management. OTHER PUBLIC COMPANY DIRECTORSHIPS 3M Company (since 2021) QUALIFICATIONS | | | |

  23. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  24. Qualifications and Composition

    | AGE: 63 DIRECTOR SINCE: 2018 COMMITTEES: Compensation; Governance; EHS&T, Chair Dow’s commitment to sustainability is core to meeting the needs of our customers. Whether it’s optimizing current operations, powering facilities with renewable energy, or innovating new carbon capture and storage devices – Dow takes a holistic approach to decarbonizing and creating value. | Jacqueline C. Hinman CHIEF EXECUTIVE OFFICER AND DIRECTOR, ATLAS TECHNICAL CONSULTANTS; FORMER CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER, CH2M HILL COMPANIES Ms. Hinman is the Chief Executive Officer and a director of Atlas Technical Consultants, a private infrastructure and environmental solutions provider. She has held this position since January 2024. Ms. Hinman is the former Chairman, President, and Chief Executive Officer of CH2M HILL Companies (“CH2M”), an engineering and consulting firm focused on delivering infrastructure, energy, environmental, and industrial solutions for clients and communities around the world. Ms. Hinman joined the Board of Directors of CH2M in 2008 and was elected Chairman and Chief Executive Officer of CH2M in 2014 in order to execute a turnaround of the firm, ultimately leading to the company’s successful merger with Jacobs Engineering in 2017. Ms. Hinman served on the Board of Directors of AECOM from 2019 until March 2022. She was named to the DowDuPont Inc. Materials Advisory Committee in July 2018 and served until April 2019. CONTRIBUTING TO DOW’S BOARD Ms. Hinman brings senior management and leadership capabilities, having served as Chairman, President, and Chief Executive Officer of CH2M, including deep experience with global manufacturing companies. Ms. Hinman’s experience in a global engineering consulting business provides her with a unique knowledge of environmental and sustainability issues globally. Ms. Hinman also brings international operations, strategic planning, risk management, finance, accounting, supply chain, information technology, marketing and brand management expertise to the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS International Paper, Inc. (since 2017) QUALIFICATIONS | | | |

  25. Qualifications and Composition

    | AGE: 57 DIRECTOR NOMINEE I am honored to have the opportunity to serve on the Dow Board and collaborate with a dedicated management team focused on driving sustainable innovations, products and solutions for its customers. | Rebecca B. Liebert PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE LUBRIZOL CORPORATION Ms. Liebert is the President and Chief Executive Officer of The Lubrizol Corporation, a Berkshire Hathaway company and provider of specialty chemicals for the transportation, industrial and consumer markets. She has held the position since October 2022. Previously, Ms. Liebert was an Executive Vice President at PPG Industries, Inc., a publicly traded global manufacturer of paints, coatings and specialty chemicals, from October 2019 to September 2022. Ms. Liebert joined PPG in June 2018 and served as Senior Vice President of Automotive Coatings until taking the Executive Vice President role in October 2019. Prior to PPG, Ms. Liebert spent a decade at Honeywell in senior roles including most recently serving as President and Chief Executive Officer of Honeywell UOP, which develops technology for the petroleum refining, gas processing, petrochemical production, and major manufacturing industries. She began her Honeywell career in the Electronic Materials business and moved to UOP in 2012. Earlier, she spent two years at Alcoa as President of Reynolds Food Packaging and started her career at Nova Chemicals. In February 2022, Ms. Liebert was elected to the National Academy of Engineering, one of the engineering profession’s most prestigious distinctions. CONTRIBUTING TO DOW’S BOARD Ms. Liebert brings more than two decades of experience leading global organizations in the chemicals sector, with deep industry expertise and a proven track record of driving large-scale operational excellence. Throughout her career, Ms. Liebert has successfully spearheaded initiatives to advance sustainable, science-based innovations to service customers. Ms. Liebert brings extensive experience in international operations, strategic planning, risk management, finance and accounting, supply chain, safety, information technology, digital transformation, marketing and brand management, and corporate citizenship to the Board. She is a strong industry advocate, serving on the Board of the American Chemistry Council and as an elected member of the National Academy of Engineering. OTHER PUBLIC COMPANY DIRECTORSHIPS Corteva, Inc. (2019 until its 2025 Annual Meeting of Stockholders) QUALIFICATIONS | | | |

  26. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  27. Qualifications and Composition

    | AGE: 71 DIRECTOR SINCE: 2021 COMMITTEES: Compensation, EHS&T Given the nature of the business, Dow operates in communities not for years, but for generations. As Board members, we work closely with management to ensure that we’re strengthening these communities because we understand that making our communities better, makes Dow better. | Luis Alberto Moreno Managing Director, Allen & Co LLC; FORMER PRESIDENT, INTER-AMERICAN DEVELOPMENT BANK Mr. Moreno is the Managing Director at Allen & Co LLC, a private investment bank. He has held the position since 2021. Mr. Moreno is the former President of Inter-American Development Bank Group (“IDB”), a regional multilateral financing development bank for economic, social, and institutional development in Latin America and the Caribbean, having served from 2005 to 2020. Before joining IDB, Mr. Moreno served as Colombia’s Ambassador to the United States from 1998 until 2005, leading bipartisan and bilateral assistance programs including Plan Colombia, a program to fight drug trafficking and promote social and economic recovery. Mr. Moreno previously served as Colombia’s minister of economic development and as head of the Industrial Advancement Institute, a public-sector holding company. Mr. Moreno served on the Board of Fomento Económico Mexicano, S.A.B. de C.V., Coca-Cola FEMSA from 2021 to 2022. CONTRIBUTING TO DOW’S BOARD Mr. Moreno is highly qualified in the areas of development finance; public policy; and social, economic, and institutional development. Mr. Moreno has an established record for advocacy for social objectives and leads numerous initiatives to benefit the global community such as advances in renewable energy and the protection of the environment, healthcare access, climate resilience and adaptation, sustainable cities, and digital connectivity and innovation. He has experience in both public and private sectors in Colombia and significant expertise in capital planning, financing and risk management. OTHER PUBLIC COMPANY DIRECTORSHIPS Nu Holdings Ltd. (since 2021) QUALIFICATIONS | | | |

  28. Qualifications and Composition

    | AGE: 53 DIRECTOR SINCE: 2020 COMMITTEES: Compensation, EHS&T Serving on Dow’s Board means helping to steward an exemplary company that has been a global leader in materials science for more than 127 years and continues to chart a path for success through bold, forward-looking strategies and actions. | Jill S. Wyant PRESIDENT AND CHIEF EXECUTIVE OFFICER, MADISON AIR Ms. Wyant is the President and Chief Executive Officer of Madison Air, an enterprise dedicated to creating a safer, healthier, and more productive world by helping customers realize the transformational power better air has on business. Prior to joining Madison Air in 2021, Ms. Wyant was the Executive Vice President of Innovation and Transformation of Ecolab Inc., a global leader in water, hygiene, and energy technologies and services, a role she held from 2020 to 2021. Other leadership roles held at Ecolab include Executive Vice President and President of Global Regions, Executive Vice President and President of the Global Food & Beverage, Global Healthcare and Global Life Sciences businesses, Senior Vice President and General Manager of Food & Beverage in North America and Latin America, and leading Food & Beverage in Asia Pacific. Before joining Ecolab in 2009, Ms. Wyant held multiple leadership positions at General Electric. CONTRIBUTING TO DOW’S BOARD Ms. Wyant is a senior strategy and operating executive with over 25 years of experience leading Fortune 500 businesses in the industrial and healthcare sectors. Ms. Wyant’s career reflects a track record of driving innovative strategies to capture new growth and profit, spearheading breakthrough innovation, driving manufacturing excellence and operational efficiency, leading transformational mergers and acquisitions, and managing risk. She also brings deep industry knowledge, broad perspective on international business and global expansion, experience driving enterprise-wide digital transformations, and sustainability expertise. OTHER PUBLIC COMPANY DIRECTORSHIPS None QUALIFICATIONS | | | |

  29. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  30. Qualifications and Composition

    | AGE: 72 DIRECTOR SINCE: 2018 COMMITTEES: Audit, EHS&T Dow’s Board reflects the Company’s values of integrity, respect for people, and protecting our plant, which underpins our responsibility to uphold corporate governance standards and represent stakeholder interests. | Daniel W. Yohannes FORMER U.S. AMBASSADOR TO THE ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT Mr. Yohannes served as the U.S. Ambassador to the Organisation for Economic Co-operation and Development (the “OECD”), an international forum promoting economic growth, sustainable development, and energy security, from 2014 to 2017. Prior to joining OECD, Mr. Yohannes served as Chief Executive Officer of Millennium Challenge Corporation, the independent U.S. government foreign aid agency for poverty. Prior to his U.S. government service, Mr. Yohannes was a leader in the financial services industry, working in various roles including Vice Chairman and member of the management committee of U.S. Bank, President and Chief Executive Officer of Colorado National Bank, and Executive Vice President of Security Pacific Bank (now Bank of America). Mr. Yohannes was named to the DowDuPont Inc. Materials Advisory Committee in July 2018 and served until April 2019. CONTRIBUTING TO DOW’S BOARD Mr. Yohannes has a successful record of operation execution and corporate transformation as a Chief Executive Officer and an entrepreneur. He provides the Board finance, governance and risk management expertise and valuable strategic insight into public policy, international trade, and economic development from prior affiliations. Additionally, Mr. Yohannes is passionate about protecting the environment and provides experience in effectively addressing environmental and social issues. OTHER PUBLIC COMPANY DIRECTORSHIPS Xcel Energy Inc. (since 2017) QUALIFICATIONS | | | |

  31. Nominees for Election

    Nominees for Election The Board presents thirteen nominees for election as Directors at the 2025 Meeting. The information set forth herein supports the conclusion that these individuals are highly qualified to serve on the Board. Each of the Director nominees consented to being named as a nominee in the proxy materials and to serve if elected. Each Director elected at the 2025 Meeting will serve until the 2026 Annual Meeting of Stockholders or until a successor is duly elected and qualified. Except for Ms. Liebert, each nominee currently serves as a Director on the Board and was previously elected to serve as a Director by the Company’s stockholders. Ms. Liebert was recommended for nomination to serve as a Director by the Board with the support of the Corporate Governance Committee. The professional qualifications and other experiences described in the Director biographies on pages 36-48 are based on information self-identified by each Director nominee. Age is as of April 10, 2025.

  32. Director Compensation

    Director Compensation Director compensation is determined by the Board with the assistance of its Compensation and Leadership Development and Corporate Governance Committees and input from the Independent Compensation Consultant. Dow compares its non-employee Director compensation programs, design and compensation elements to the same Compensation Peer Group used for executive compensation, as described in the section titled “Compensation Peer Group and Benchmarking” of the CD&A. Dow targets the median compensation of the Compensation Peer Group for all Director compensation elements.

  33. Non-Employee Director Compensation for 2024

    Non-Employee Director Compensation for 2024 The following table summarizes the compensation paid to Dow’s non-employee Directors during the fiscal year ended December 31, 2024:

  34. Non-Employee Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Samuel R. Allen | 153,750 | 195,023 | - | - | - | - | 348,773 | | Gaurdie E. Banister Jr. | 133,750 | 195,023 | - | - | - | - | 328,773 | | Wesley G. Bush | 133,750 | 195,023 | - | - | - | - | 328,773 | | Richard K. Davis | 202,500 | 195,023 | - | - | - | - | 397,523 | | Jerri DeVard | 133,750 | 195,023 | - | - | - | - | 328,773 | | Debra L. Dial | 133,750 | 195,023 | - | - | - | - | 328,773 | | Jeff M. Fettig | 157,500 | 195,023 | - | - | - | - | 352,523 | | Jacqueline C. Hinman | 153,750 | 195,023 | - | - | - | - | 348,773 | | Luis Alberto Moreno | 133,750 | 195,023 | - | - | - | - | 328,773 | | Jill S. Wyant | 133,750 | 195,023 | - | - | - | - | 328,773 | | Daniel W. Yohannes | 133,750 | 195,023 | - | - | - | - | 328,773 |

  35. Non-Employee Director Compensation for 2024

    (a) Compensation is prorated and paid in quarterly installments on an annualized basis. Amounts include any amounts that were voluntarily deferred under the Dow Inc. Voluntary Deferred Compensation Plan for Non-Employee Directors, restated and effective as of April 1, 2019. Amounts represent the aggregate grant date fair value of awards in the year of the award in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table. The award of 3,336 RSUs was granted on April 11, 2024 at a grant price of $58.46.

  36. Non-Employee Director Compensation for 2024

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  37. NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS

    NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS The following table lists outstanding equity awards for each non-employee Director as of December 31, 2024, including equity awards from prior years. This table does not include vested equity awards that have not settled.

  38. NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(a)(b) | | Samuel R. Allen | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Gaurdie E. Banister Jr. | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Wesley G. Bush | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Richard K. Davis | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Jerri DeVard | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Debra L. Dial | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Jeff M. Fettig | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Jacqueline C. Hinman | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Luis Alberto Moreno | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Jill S. Wyant | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 | | Daniel W. Yohannes | 04/11/2024 | 3,336 | 133,874 | | | 04/13/2023 | 3,339 | 133,994 |

  39. NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS

    (a) Includes RSUs granted to non-employee Directors that vest on the second anniversary of the grant date. RSUs that have vested and will settle in shares of Dow common stock following separation of service or on such other permitted deferred settlement date selected by the Director are shown in the Beneficial Ownership of Company Stock table on page 53. Market values are based on the December 31, 2024 closing stock price of $40.13 per share of Dow common stock.

  40. Key Executive Compensation Practices

    | ✓ | Strong pay for performance alignment among executive compensation outcomes, individual performance and Company financial, strategic and operational performance | ✓ | Stock ownership requirements of six times base salary for the CEO and four times base salary for the other NEOs | | | | ✓ | Compensation Clawback Policy | | ✓ | Stockholder engagement and feedback considered in executive compensation design | ✓ | Anti-hedging/anti-pledging policies | | ✓ | Compensation program structure designed to discourage excessive risk taking | ✓ | Stock incentive plans prohibit option repricing, reloads, exchanges and options granted below market value without stockholder approval | | ✓ | No change-in-control agreements | ✓ | 100% independent Compensation and Leadership Development Committee | | ✓ | No excise tax gross-ups | | | | ✓ | Limited perquisites | ✓ | Robust processes to assess leadership talent and succession planning for all senior management roles including the CEO | | ✓ | Committee oversight of human capital management, work environment and culture | | | | ✓ | Carefully considered Compensation Peer Group with regular Committee review | ✓ | Independent Compensation Consultant reporting to the Committee | | ✓ | Each component of target pay benchmarked to median of the Compensation Peer Group | ✓ | Regular review of the Committee Charter to ensure best practices and priorities |

  41. Components of Executive Compensation and Benefits

    | | Component | Form | Philosophy | | | Base Salary | Cash | Provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within the Company. | | | Annual Cash Incentive | Performance Award | Reward employees for achieving critical annual financial and operational Company goals, as well as meeting certain Company Ambition metrics. | | | LTI | PSUs (65%) | Motivate employees and reward the achievement of specified financial goals and carbon emissions reduction targets, as well as superior Relative TSR performance over a three-year period. | | | | Stock Options (20%) | Provide an incentive for long-term creation of stockholder value. | | | | RSUs (15%) | Help the Company retain its NEOs and other key employees and promote stock ownership. | | | Health, Welfare and Retirement Programs | | Executives generally participate in the same benefit programs that are offered to other salaried employees. Dow benefits are designed to provide market competitive benefits to protect employees’ and their covered dependents’ health and welfare and provide retirement benefits. | | | Perquisites | | Limited perquisites are provided to executives to facilitate strong performance on the job and to enhance their personal security and productivity. |

  42. Base Salary

    Base Salary Base salary is a fixed portion of compensation based primarily on an individual’s skills, job responsibilities and experience, as well as more subjective factors such as the assessment of individual performance by the Committee, with input from the Independent Compensation Consultant. Base salaries for executives are benchmarked against similar jobs and are targeted at the median of the Compensation Peer Group.

  43. 2024 Base Salary Decisions

    2024 Base Salary Decisions The table below shows the annual base salaries for the NEOs as of December 31, 2024 and their respective increases for the year 2024 as determined by the Committee, and for the CEO, the full Board, in February 2024 (effective date February 19, 2024). This information may be different from the base salary provided in the Summary Compensation Table, which reflects actual base salary received for 2024. Mr. Fitterling did not receive a base pay increase. Mr. Tate, Ms. Wilson, Dr. Sreeram and Mr. Gregorio all received an increase of 4 percent, which is generally consistent with salary adjustments provided to Dow's salaried employees and Mr. Sampson received an increase of 7 percent. These salary adjustments were based upon the Committee’s review of each employee’s individual experience in their respective roles and on benchmarking against the median of base salaries for comparable positions within the Compensation Peer Group and as recommended by the Independent Compensation Consultant.

  44. Performance Award

    Performance Award Dow's Performance Award Program is an annual cash incentive program designed to reward employees for achieving the Company’s most critical financial and operational goals including certain Ambition metrics. Based on feedback from investors, benchmarking, management’s recommendation and input from the Independent Compensation Consultant, the Committee determined that Operating EBIT, Free Cash Flow and metrics that support economic, environmental, and social well-being through operations were aligned with the Company’s stated goals to its stakeholders, including employees and stockholders. In setting the goals for each metric, the Committee carefully considered actual 2023 business results, the 2024 business plan, expected global macroeconomic conditions and input from the Independent Compensation Consultant. The target goal is typically set at a level consistent with the Company’s expected business plan with thresholds and maximums representing a reasonable risk/reward profile for the metric. Given the anticipated macroeconomic conditions in 2024 and the actual business results for 2023, the 2024 target goal was set lower than the prior year actual results for both Financial performance metrics. Actual award payouts are determined following the completion of the program year by measuring actual performance against each metric target goal.

  45. PERFORMANCE AWARD DETAILED CALCULATION

    | Name | Year End Base Salary ($) | Target Percent | Target Amount ($) | Company Component | Individual Factor- Committee Assessment | Total Payout Percent | Total Payout Amount ($) | | Jim Fitterling | 1,695,200 | 175% | 2,966,600 | 45% | 90% | 41% | 1,201,473 | | Jeffrey L. Tate | 930,800 | 110% | 1,023,880 | 45% | 90% | 41% | 414,671 | | John M. Sampson | 837,538 | 90% | 753,784 | 45% | 90% | 41% | 305,283 | | A. N. Sreeram | 958,739 | 95% | 910,802 | 45% | 90% | 41% | 368,875 | | Amy E. Wilson | 862,755 | 100% | 862,755 | 45% | 100% | 45% | 388,240 | | Mauro Gregorio(a) | 803,434 | 85% | 682,919 | 45% | 100% | 45% | 216,532 |

  46. 2025 Performance Award Design and Metrics

    2025 Performance Award Design and Metrics In February 2025, the Committee reviewed the Performance Award design and metrics alignment between the Company’s financial objectives and the desire to reward employees for achieving the Company’s most critical operational goals including certain Ambition metrics. Based on feedback from investors, benchmarking, management’s recommendation and input from the Independent Compensation Consultant, the Committee agreed that the design provides balance between driving financial results and generating cash flow and that the Ambition metrics are considered a market leading practice and demonstrate the Company’s commitment to customer loyalty, sustainability, safety and an inclusive culture. The Committee determined that no changes were needed to the overall Performance Award design structure and financial metrics for the 2025 Performance Award. However, the Committee approved capping the maximum payout of the Ambition metrics at 100 percent if both financial metrics (Operating EBIT and Free Cash Flow) do not achieve at least threshold-level performance as described in the Performance Award Program design. This provision further reinforces Dow's Pay for Performance philosophy. The Committee further agreed to represent the Ambition metric as a composite measurement of customer experience through the Customer Experience Index (CXi) for direct and perspective customer sentiment across every touch point with Dow; sustainability through the World Leading Operations (WLO) Index for safety (unplanned events), total worker health, environmental stewardship, and transportation stewardship; and inclusion through the Inclusion Index for the composition of our workforce and supplier base. The inclusion component of the Performance Award applies to approximately 3,000 people leaders and senior leaders which includes the NEOs. As depicted below, the award earned under the 2025 Performance Award will be equal to an individual’s target award multiplied by the performance related to Operating EBIT, Free Cash Flow and certain Ambition metrics. The payout will be adjusted by the individual performance factor assessment, which includes safety performance. The final award value will range from 0 percent to 200 percent of target. 1. Non-GAAP measure. See the Appendix for definitions and a reconciliation to the most directly comparable GAAP measure. 2. Capped at 100% if both Operating EBIT and Free Cash Flow do not achieve at least threshold-level performance.

  47. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Each year, the Company grants equity-based awards to leaders and key employees who demonstrate high performance and contribute to long-term stockholder value creation as LTI under the terms of the Dow Inc. 2019 Stock Incentive Plan. These LTI awards are designed to motivate and reward employees to deliver against the Company’s performance goals and sustainability commitments, support the retention of top talent, focus on long-term growth and return on investment, and create ownership alignment with stockholders. From time to time, the Company may grant additional one-time equity-based awards to key employees, including NEOs, in connection with promotion, recruitment and retention efforts, succession planning or significant accomplishments or achievements. One-time awards are subject to standard terms and conditions, except that vesting provisions may vary on a case-by-case basis and one-time awards are forfeited to the extent the employee voluntarily terminates employment prior to vesting. As with the Company’s approach for all elements of compensation, LTI award levels are targeted at the median of the Compensation Peer Group for comparable positions. Company performance and stock price determine the actual payout and value of LTI awards.

  48. LTI Award Decisions

    LTI Award Decisions In February 2024, the Committee approved the design and metrics for the 2024-2026 Performance Stock Unit Program. A new LTI award was approved by the Committee for each NEO, and for the CEO by the full Board, as shown in the Summary Compensation Table, based upon the Compensation Peer Group median LTI values and reflective of the mix of LTI awards described in the table below. There were no grants of one-time equity-based awards to the NEOs in 2024. In February 2025, the Committee approved the results of the 2022-2024 Performance Stock Unit Program. The Committee also agreed to maintain the current design and metrics for the 2025-2027 Performance Stock Unit Program. Similar to the Performance Award, the Committee approved capping the maximum payout of the Ambition metrics at 100 percent if both financial metrics (Operating ROC and Cumulative Cash From Operations) do not achieve at least threshold-level performance as described in the Performance Stock Unit Program design. In addition, the Committee approved capping the Relative TSR modifier at 100 percent if Absolute TSR is negative over the performance period. These provisions further reinforce Dow's Pay for Performance philosophy. In determining the design and metrics, the Committee reviewed feedback from investors, benchmarking, management’s recommendation, and input from the Independent Compensation Consultant. In setting the goals for each metric, the

  49. LTI Award Decisions

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  50. LTI Award Decisions

    Committee carefully considered actual business results, the business plan, expected global macroeconomic conditions and input from the Independent Compensation Consultant. The target goal is typically set at a level consistent with the Company’s expected business plan with thresholds and maximums representing a reasonable risk/reward profile for the metric. Given that the Company’s business results may fluctuate due to macroeconomic impact, the target goal could be set at a level lower than the prior year’s actual results.

  51. 2024 Award Overview

    | Form | 2024 Award Mix | Vesting Terms and Other Conditions | | PSUs | 65% | PSUs can be earned after a three-year performance period based on the following metrics: • Operating ROC • Cumulative Cash from Operations • Relative TSR • Carbon Emissions Reduction Performance for each individual metric ranges from 0 percent to 200 percent of the target, with a total maximum payout capped at 200 percent for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR and the Carbon Emissions Reduction metric. Accumulated dividend equivalents are paid only on earned shares after the three-year performance period has ended. | | Stock Options | 20% | The exercise price equals the closing stock price of Dow common stock on the grant date. Options generally vest in three equal annual installments beginning on the first anniversary of the grant date and expire after ten years. | | RSUs | 15% | RSUs vest after three years of continuous service. During the vesting period, holders of unvested RSU awards receive quarterly cash payments equal to the dividend paid on the equivalent shares of Dow common stock. |

  52. 2024 Award Overview

    | Relative TSR Peer Group | | Arkema S.A. | | BASF Corporation | | Celanese Corporation | | Chevron Corporation | | Covestro AG | | Eastman Chemical Company | | Exxon Mobil Corporation | | Huntsman Corporation | | LyondellBasell Industries N.V. | | Phillips 66 | | Shin-Etsu Chemical Co., Ltd. | | Wacker Chemie AG | | Westlake Chemical Corporation |

  53. 2022-2024 Performance Stock Unit Program Results

    2022-2024 Performance Stock Unit Program Results As described in the 2023 Proxy Statement, the 2022-2024 PSU Program was based on a combination of Financial and Ambition performance metrics. The 2022-2024 Program used Operating ROC and Cumulative Cash from Operations as the Financial performance metrics and Relative TSR as the modifier. Together, the Financial performance metrics represented 80 percent of the PSU program award. The Ambition performance metrics aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The Ambition performance metrics included Establish, Define and Achieve components for carbon emissions reduction as described in the following graphic, and represented 20 percent of the PSU program award. The Establish and Define components were achieved at the end of 2022 and 2023, respectively. The graphic below presents the overall design, metric goals and achievements, and the payout result of 40 percent for the 2022-2024 Performance Stock Unit Program: 1. Non-GAAP measure. See the Appendix for definitions and a reconciliation to the most directly comparable GAAP measure. Measured in million (MM) metric tons and expressed as cumulative Scope 1 and 2 carbon emissions reduction over the three-year performance period. In February 2023, the Committee reviewed the PSU program design and metrics alignment between the Company’s Ambition and financial objectives and its Decarbonize & Grow strategy. The Committee decided to continue the PSU program design and metrics for the 2023-2025 Program. The 2023-2025 Program maintains Operating ROC and Cumulative Cash from Operations as key financial performance metrics, with Relative TSR as a modifier, which together represent 80 percent of the PSU program award. The 2023-2025 Program maintains the Ambition performance metrics aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The Ambition metric is expressed as a cumulative measure of Scope 1 and 2 carbon emissions reduction over the three-year performance period and represents 20 percent of the 2023-2025 Program design. The graphic below presents the overall design and metric goals for the 2023-2025 Performance Stock Unit Program: 1. Non-GAAP measure. See the Appendix for definitions and a reconciliation to the most directly comparable GAAP measure. 2. Measured in million (MM) metric tons and expressed as cumulative Scope 1 and 2 carbon emissions reduction over the three-year performance period. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Cumulative Carbon Emissions Reduction.

  54. 2022-2024 Performance Stock Unit Program Results

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  55. 2022-2024 Performance Stock Unit Program Results

    In February 2024, the Committee reviewed the PSU program design and metrics alignment between the Company’s Ambition and financial objectives and its Decarbonize & Grow strategy. The Committee decided to continue the PSU program design and metrics for the 2024-2026 Program. The 2024-2026 Program maintains Operating ROC and Cumulative Cash from Operations as key financial performance metrics, with Relative TSR as a modifier, which together represent 80 percent of the PSU program award. The 2024-2026 Program maintains the Ambition performance metrics aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The Committee approved an adjustment for the 2024-2026 Program to express the Ambition metric as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. The carbon emissions reduction metric represents 20 percent of the 2024-2026 Program design. The graphic below presents the overall design and metric goals for the 2024-2026 Performance Stock Unit Program: 1. Non-GAAP measure. See the Appendix for definitions and a reconciliation to the most directly comparable GAAP measure. 2. Measured in million (MM) metric tons and expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Cumulative Carbon Emissions Reduction. In February 2025, the Committee reviewed the PSU program design and metrics alignment between the Company’s Ambition and financial objectives and its Decarbonize & Grow strategy. The Committee decided to continue the PSU program design and metrics for the 2025-2027 Program. The 2025-2027 Program maintains Operating ROC and Cumulative Cash from Operations as key financial performance metrics, with Relative TSR as a modifier, which together represent 80 percent of the PSU program award. The 2025-2027 Program maintains the Ambition performance metric aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The carbon emissions reduction metric is expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period and represents 20 percent of the 2025-2027 Program design. For the 2025-2027 Program, the Committee capped the maximum payout of the Ambition metric at 100 percent if both financial metrics (Operating ROC and Cumulative Cash From Operations) do not achieve at least threshold-level performance as described in the PSU Program design. The Committee also capped the Relative TSR modifier at 100 percent if Absolute TSR is negative over the performance period for the 2025-2027 Program. The graphic below presents the overall design and metric goals for the 2025-2027 Performance Stock Unit Program: 1. Capped at 100% if both Operating ROC and Cumulative Cash From Operations do not achieve at least threshold-level performance. 2. Non-GAAP measure. See the Appendix for definitions and a reconciliation to the most directly comparable GAAP measure. 3. Capped at 100% if Absolute TSR is negative over the performance period. 4. Measured in million (MM) metric tons and expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. 5. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Cumulative Carbon Emissions Reduction.

  56. TOTAL DIRECT COMPENSATION

    | Name | Base Salary ($) | Target Annual Incentive | Target Annual Incentive ($) | Target LTI ($) | Targeted Total Direct Compensation ($) | | Jim Fitterling | 1,695,200 | 175% | 2,966,600 | 14,850,000 | 19,511,800 | | Jeffrey L. Tate | 930,800 | 110% | 1,023,880 | 3,922,000 | 5,876,680 | | John M. Sampson | 837,538 | 90% | 753,784 | 2,483,900 | 4,075,222 | | A. N. Sreeram | 958,739 | 95% | 910,802 | 3,131,100 | 5,000,641 | | Amy E. Wilson | 862,755 | 100% | 862,755 | 3,071,700 | 4,797,210 | | Mauro Gregorio | 803,434 | 85% | 682,919 | 2,002,000 | 3,488,353 |

  57. Role of the Compensation and Leadership Development Committee

    Role of the Compensation and Leadership Development Committee The Committee is responsible for establishing Dow’s executive compensation philosophy. The Committee is responsible for approving compensation for the NEOs and executive officers and has broad discretion when setting compensation types and amounts. As part of the review, management and the Committee also review summary total compensation scenarios in relation to benchmarking and performance targets for the NEOs and consider advice and recommendations from the Independent Compensation Consultant. Additionally, the Committee annually reviews the corporate goals and objectives relevant to the compensation of the CEO. The Committee evaluates the CEO’s performance against the CEO’s objectives and makes recommendations to the independent Directors regarding compensation levels based on that evaluation. The Committee considers compensation market data from the Compensation Peer Group when setting compensation types and amounts for the CEO.

  58. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee retained Mercer as its Independent Compensation Consultant to advise on executive compensation matters. The Independent Compensation Consultant’s responsibilities include: • Advising the Committee on trends and issues in executive compensation. • Reviewing and advising on the group of companies in the Compensation Peer Group. • Consulting on the competitiveness of the compensation structure and levels of Dow’s executive officers and non-employee Directors. • Providing advice and recommendations related to the compensation and design of Dow’s compensation programs. • Reviewing and advising on materials provided to the Committee for discussion and approval. • Participating in Committee meetings as requested and communicating with the Chair of the Committee between meetings. The Independent Compensation Consultant has safeguards and procedures in place to maintain independence in its executive compensation consulting practice, and the Committee determines whether the compensation consultant’s work has raised any conflicts of interest. The safeguards implemented by the Independent Compensation Consultant include a rigidly enforced code of conduct, a policy against investing in client organizations and clear separation between the Independent Compensation Consultant‘s executive compensation consulting and their other administrative and consulting business units from a leadership, performance measurement and compensation perspective. The Committee annually reviews the criteria necessary for the Independent Compensation Consultant to act independently. The Committee has considered factors relevant to the Independent Compensation Consultant’s independence from management under SEC rules and NYSE listing standards, and has determined that the Independent Compensation Consultant is independent from management. In 2024, the Independent Compensation Consultant’s aggregate fees for executive and Director compensation consulting services were $326,474. In 2024, the Independent Compensation Consultant and its affiliates provided approximately $3,355,093 in human resources consulting services to Dow unrelated to executive and Director compensation consulting services. The decision to engage the Independent Compensation Consultant to provide these additional services was made by management and approved by the Committee.

  59. Compensation Peer Group and Benchmarking

    Compensation Peer Group and Benchmarking In order to ensure the executive pay program is competitive in attracting, motivating and retaining qualified individuals to work at Dow, Dow maintains a Compensation Peer Group for market comparisons, benchmarking and setting executive and non-employee Director compensation. Market compensation data for the selected Compensation Peer Group is gathered through compensation surveys conducted by the Independent Compensation Consultant. Dow targets the median of the Compensation Peer Group for all compensation elements. Performance Award targets and LTI awards reflect market median values while actual payouts are dependent on Company and individual performance. Below is Dow’s Compensation Peer Group selected for 2024 and a chart that provides a comparison of revenue.

  60. Compensation Peer Group and Benchmarking

    | 2024 Compensation Peer Group | 1. Reflects the most recent reported fiscal year end revenue as of February 18, 2025. Source: S&P Capital IQ. | | 3M Company | | | Archer Daniels Midland Company | | | The Boeing Company | | | Caterpillar Inc. | | | The Coca-Cola Company | | | ConocoPhillips Company | | | Deere & Company | | | Eli Lilly and Company | | | Honeywell International Inc. | | | Johnson & Johnson | | | Johnson Controls International Plc | | | Kimberly-Clark Corporation | | | Linde PLC | | | Lockheed Martin Corporation | | | LyondellBasell Industries N.V. | | | Mondelēz International, Inc. | | | PepsiCo, Inc. | | | Pfizer Inc. | | | The Procter & Gamble Company | | | RTX Corporation | |

  61. Compensation Peer Group and Benchmarking

    The Committee regularly evaluates the Compensation Peer Group with support of management and the Independent Compensation Consultant, in consideration of a range of factors, including, but not limited to, industry, revenue size (approximately 0.4x to 2.0x of Dow’s estimated annual revenue), market capitalization and other factors, and it is updated periodically to ensure the companies in the group remain relevant. The Committee reviewed and approved the 2025 Compensation Peer Group, which includes the 2024 Compensation Peer Group, except Eli Lily and Company, Johnson & Johnson, PepsiCo, Inc., and The Procter & Gamble Company have been removed and The Bristol-Myers Squibb Company, Ecolab Inc., PPG Industries, Inc., and The Sherwin-Williams Company have been added based on the Committee's assessment of the factors referenced above.

  62. Equity Grant Processes

    Equity Grant Processes The Company grants most equity-based awards, including stock options, on a predetermined schedule aligned with the annual executive compensation review cycle, with the Board approving grants to executive officers as recommended by the Committee on the final day of the Board's February meeting. From time to time, the Company may grant additional one-time equity-based awards to key employees in connection with promotion, recruitment and retention efforts, succession planning or significant accomplishments or achievements. The Committee and the Board do not take into account material non-public information when determining the timing and terms of equity-based awards. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  63. Equity Grant Processes

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  64. Compensation and Risk Management

    Compensation and Risk Management The Committee, in conjunction with the Independent Compensation Consultant, at least annually reviews Dow’s compensation policies and practices to determine whether the incentive compensation programs create risks that are reasonably likely to have a material adverse effect on Dow. The evaluation covers a wide range of practices and policies including: the balanced mix between pay elements, the balanced mix between short and long-term programs, caps on incentive payouts, governance processes in place to establish, review and approve goals, use of multiple performance measures, discretion on individual awards, use of stock ownership guidelines, provisions in severance/change-in-control policies, use of a compensation clawback policy, and Committee oversight of compensation programs. In 2024, the Committee conducted this review and determined that the incentive compensation programs then in effect did not create risks that are reasonably likely to have a material adverse effect on the Company.

  65. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the Company’s CEO, CFO, next three most highly compensated executive officers as of December 31, 2024 and the former President of the Performance Materials and Coatings business, for the fiscal years ended December 31, 2024, 2023, and 2022.

  66. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | Total Without Change in Pension ($) | | Jim Fitterling | 2024 | 1,695,200 | - | 12,450,678 | 2,970,101 | 1,201,473 | 228,634 | 518,013 | 19,064,099 | 18,835,465 | | Chair and | 2023 | 1,685,169 | - | 11,793,356 | 2,760,060 | 2,758,938 | 1,019,471 | 812,452 | 20,829,446 | 19,809,975 | | Chief Executive Officer | 2022 | 1,620,000 | - | 11,417,896 | 2,680,030 | 3,482,903 | 68 | 263,754 | 19,464,652 | 19,464,583 | | Jeffrey L. Tate(f) | 2024 | 925,292 | - | 3,288,714 | 784,507 | 414,671 | 0 | 114,845 | 5,528,030 | 5,528,030 | | Chief Financial Officer | 2023 | 151,462 | | 3,500,028 | - | 173,083 | 1,325,240 | 3,472 | 5,153,285 | 3,828,045 | | John M. Sampson(g) | 2024 | 829,108 | - | 2,083,195 | 496,785 | 305,283 | 12,009 | 349,711 | 4,076,091 | 4,064,082 | | Senior Vice President, | 2023 | 778,114 | - | 4,503,121 | 468,703 | 655,158 | 83,354 | 162,785 | 6,651,235 | 6,567,881 | | Operations, Manufacturing | 2022 | 740,234 | - | 1,866,310 | 438,103 | 827,076 | 80,048 | 64,909 | 4,016,680 | 3,936,632 | | and Engineering | | | | | | | | | | | | A. N. Sreeram | 2024 | 953,066 | - | 2,625,531 | 626,315 | 368,875 | 7,273 | 139,324 | 4,720,384 | 4,713,111 | | Senior Vice President, | 2023 | 916,409 | - | 2,548,978 | 596,432 | 895,914 | 561,753 | 114,318 | 5,633,805 | 5,072,052 | | Research & Development | 2022 | 882,436 | - | 2,420,032 | 568,072 | 934,717 | 0 | 46,416 | 4,851,673 | 4,851,673 | | and Chief Technology Officer | | | | | | | | | | | | Amy E. Wilson | 2024 | 857,650 | - | 2,576,387 | 614,390 | 388,240 | 53,433 | 173,816 | 4,663,916 | 4,610,483 | | General Counsel | 2023 | 785,394 | - | 2,524,400 | 590,731 | 848,652 | 860,369 | 205,479 | 5,815,025 | 4,954,656 | | and Corporate Secretary | 2022 | 754,116 | - | 2,420,032 | 568,072 | 927,571 | 6 | 56,808 | 4,726,605 | 4,726,599 | | Mauro Gregorio | 2024 | 616,362 | - | 1,679,041 | 400,404 | 216,532 | 0 | 1,707,624 | 4,619,963 | 4,619,963 | | Former President, | | | | | | | | | | | | Performance Materials and Coatings | | | | | | | | | | |

  67. Summary Compensation Table

    Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. Note: In order to show the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules, an additional column is included in this Summary Compensation Table to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The changes in pension value result from many external variables, such as shifting interest rates, that are not related to Company performance. Therefore, Dow does not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes. (a) Amounts represent the aggregate grant date fair value of awards in the year of the award in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. If valued assuming a maximum payout on the Performance Stock Units Program, the value of the awards would be: Mr. Fitterling $20,445,826; Mr. Tate $5,400,100; Mr. Sampson $3,420,492; Dr. Sreeram $4,310,966; Ms. Wilson $4,230,332; Mr. Gregorio $2,756,728. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. (b) Amounts represent the aggregate grant date fair value of awards in the year of the award, based on Dow’s valuation for financial accounting purposes which uses the widely accepted Black-Scholes option valuation model and is otherwise computed in accordance with FASB ASC Topic 718. The option value calculated for the NEOs’ awards granted on February 15, 2024 was $10.94 with an exercise price of $55.17 based on the closing stock price of Dow common stock on the grant date. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Individual results for Non-Equity Incentive Plan Compensation are detailed in the section titled “Performance Award” of the CD&A and reflect amounts paid in 2025 for performance achieved in 2024. Reflects the aggregate change in the actuarial present value of accumulated pension benefits. With respect to the NEOs who participate in the DEPP Component, the column reflects such aggregate change in the NEO’s age 65 benefit using the actuarial assumptions included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The amounts recorded for the DEPP Component vary with a number of factors, including the discount rate applied to determine the value of future payment streams. As a result of an increase in prevailing interest rates in the credit markets in 2024, the discount rate used pursuant to pension accounting rules to calculate the present value of future payments increased from 5.30% for fiscal year 2023 to 5.78% for fiscal year 2024. The decrease in pension value resulting from the change in interest rates does not result in any change to the underlying benefits payable to the DEPP Component participants under the DEPP and ESRP. With respect to Mr. Sampson as the only NEO who participated in the PPA Component, now DEPP PPA, the column reflects the annual addition of Interest Credits under each of the DEPP PPA and ESRP. Information about the DEPP and DEPP PPA can be found beginning on page 87. An analysis of the Change in Pension Value for 2024 is shown in the table below.

  68. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides additional information about plan-based compensation for the fiscal year ended December 31, 2024, disclosed in the Summary Compensation Table:

  69. GRANTS OF PLAN-BASED AWARDS

    | | | Date of Action by the | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Compensation Committee | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(c) | Options (#)(d) | Awards ($/Sh) | Awards ($)(e) | | | 2/14/2024 | 2/14/2024 | - | 2,966,600 | 5,933,200 | | | | | | | | | | 2/15/2024 | 2/15/2024 | | | | - | 174,960 | 349,920 | | | | 10,222,913 | | Jim Fitterling | 2/15/2024 | 2/15/2024 | | | | | | | 40,380 | | | 2,227,765 | | | 2/15/2024 | 2/15/2024 | | | | | | | | 271,490 | 55.17 | 2,970,101 | | | 2/14/2024 | 2/14/2024 | - | 1,023,880 | 2,047,760 | | | | | | | | | Jeffrey L. | 2/15/2024 | 2/15/2024 | | | | - | 46,210 | 92,420 | | | | 2,700,050 | | Tate | 2/15/2024 | 2/15/2024 | | | | | | | 10,670 | | | 588,664 | | | 2/15/2024 | 2/15/2024 | | | | | | | | 71,710 | 55.17 | 784,507 | | | 2/14/2024 | 2/14/2024 | - | 753,784 | 1,507,568 | | | | | | | | | John M. | 2/15/2024 | 2/15/2024 | | | | - | 29,270 | 58,540 | | | | 1,710,246 | | Sampson | 2/15/2024 | 2/15/2024 | | | | | | | 6,760 | | | 372,949 | | | 2/15/2024 | 2/15/2024 | | | | | | | | 45,410 | 55.17 | 496,785 | | | 2/14/2024 | 2/14/2024 | - | 910,802 | 1,821,604 | | | | | | | | | | 2/15/2024 | 2/15/2024 | | | | - | 36,890 | 73,780 | | | | 2,155,483 | | A. N. Sreeram | 2/15/2024 | 2/15/2024 | | | | | | | 8,520 | | | 470,048 | | | 2/15/2024 | 2/15/2024 | | | | | | | | 57,250 | 55.17 | 626,315 | | | 2/14/2024 | 2/14/2024 | - | 862,755 | 1,725,510 | | | | | | | | | | 2/15/2024 | 2/15/2024 | | | | - | 36,200 | 72,400 | | | | 2,115,166 | | Amy E. Wilson | 2/15/2024 | 2/15/2024 | | | | | | | 8,360 | | | 461,221 | | | 2/15/2024 | 2/15/2024 | | | | | | | | 56,160 | 55.17 | 614,390 | | | 2/14/2024 | 2/14/2024 | - | 682,919 | 1,365,838 | | | | | | | | | | 2/15/2024 | 2/15/2024 | | | | - | 23,590 | 47,180 | | | | 1,378,364 | | Mauro Gregorio | 2/15/2024 | 2/15/2024 | | | | | | | 5,450 | | | 300,677 | | | 2/15/2024 | 2/15/2024 | | | | | | | | 36,600 | 55.17 | 400,404 |

  70. GRANTS OF PLAN-BASED AWARDS

    (a) Performance Award program as described in the section titled “Performance Award” of the CD&A. (b) PSUs as described in the section titled “Long-Term Incentive Compensation” of the CD&A. Maximum amount represents payout at 200% reflecting overall program cap. (c) RSUs as described in the section titled “Long-Term Incentive Compensation” of the CD&A. (d) Stock Option awards as described in the section titled “Long-Term Incentive Compensation” of the CD&A. Amounts represent the aggregate grant date fair value of awards in the year of the award in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table.

  71. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity awards for each NEO as of December 31, 2024, including outstanding equity awards from past years.

  72. Outstanding Equity Awards

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | | 02/10/2017 | 97,436 | - | 61.97 | 02/10/2027 | n/a | n/a | n/a | n/a | | | 02/15/2018 | 102,415 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 04/11/2019 | 262,830 | - | 54.89 | 02/11/2029 | n/a | n/a | n/a | n/a | | | 02/13/2020 | 407,480 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | Jim Fitterling | 02/11/2021 | 244,940 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 161,253 | 80,627 | 60.95 | 02/10/2032 | 31,885(e) | 1,279,545 | 142,910 | 5,734,978 | | | 02/09/2023 | 75,846 | 151,694 | 59.08 | 02/09/2033 | 33,878(e) | 1,359,524 | 151,830 | 6,092,938 | | | 02/15/2024 | - | 271,490 | 55.17 | 02/15/2034 | 39,039(e) | 1,566,635 | 174,960 | 7,021,145 | | | 10/24/2023 | - | - | n/a | n/a | 68,972 | 2,767,846 | n/a | n/a | | Jeffrey L. Tate | 02/15/2024 | - | 71,710 | 55.17 | 2/15/2034 | 10,353 | 415,466 | 46,210 | 1,854,407 | | | 02/11/2021 | 36,650 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 26,360 | 13,180 | 60.95 | 02/10/2032 | 5,211(e) | 209,117 | 23,360 | 937,437 | | John M. Sampson | 02/09/2023 | 12,880 | 25,760 | 59.08 | 02/09/2033 | 5,752(e) | 230,828 | 25,790 | 1,034,953 | | | 12/18/2023 | - | - | n/a | n/a | 46,083 | 1,849,311 | n/a | n/a | | | 02/15/2024 | - | 45,410 | 55.17 | 02/15/2034 | 6,535(e) | 262,250 | 29,270 | 1,174,605 | | | 02/15/2018 | 56,060 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 02/13/2020 | 30,564 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 34,720 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | A. N. Sreeram | 02/10/2022 | 34,180 | 17,090 | 60.95 | 02/10/2032 | 6,757(e) | 271,158 | 30,290 | 1,215,538 | | | 02/09/2023 | 16,390 | 32,780 | 59.08 | 02/09/2033 | 7,328(e) | 294,073 | 32,810 | 1,316,665 | | | 02/15/2024 | - | 57,250 | 55.17 | 02/15/2034 | 8,237(e) | 330,551 | 36,890 | 1,480,396 | | | 02/13/2015 | 2,937 | - | 50.07 | 02/13/2025 | n/a | n/a | n/a | n/a | | | 02/10/2017 | 4,719 | - | 61.97 | 02/10/2027 | n/a | n/a | n/a | n/a | | | 02/15/2018 | 4,206 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 10/10/2018 | 142,250 | - | 60.08 | 10/10/2028 | n/a | n/a | n/a | n/a | | | 04/11/2019 | 56,330 | - | 54.89 | 02/11/2029 | n/a | n/a | n/a | n/a | | Amy E. Wilson | 02/13/2020 | 60,890 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 52,080 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 34,180 | 17,090 | 60.95 | 02/10/2032 | 6,990 | 280,509 | 30,290 | 1,215,538 | | | 02/09/2023 | 16,233 | 32,467 | 59.08 | 02/09/2033 | 7,500 | 300,975 | 32,500 | 1,304,225 | | | 02/15/2024 | - | 56,160 | 55.17 | 02/15/2034 | 8,360 | 335,487 | 36,200 | 1,452,706 | | | 02/12/2016 | 12,505 | - | 46.60 | 02/12/2026 | n/a | n/a | n/a | n/a | | | 02/10/2017 | 16,922 | - | 61.97 | 02/10/2027 | n/a | n/a | n/a | n/a | | | 02/15/2018 | 8,896 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 04/11/2019 | 15,490 | - | 54.89 | 02/11/2029 | n/a | n/a | n/a | n/a | | Mauro Gregorio | 02/13/2020 | 56,030 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 32,790 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 21,060 | 10,530 | 60.95 | 02/10/2032 | 4,166(e) | 167,182 | 18,670 | 749,227 | | | 02/09/2023 | 10,580 | 21,160 | 59.08 | 02/09/2033 | 4,727(e) | 189,695 | 21,180 | 849,953 | | | 02/15/2024 | - | 27,450 | 55.17 | 02/15/2034 | 4,088 | 164,051 | 17,693 | 710,020 |

  73. Outstanding Equity Awards

    (a) Stock Option awards vest in three equal annual installments on the first, second and third anniversaries of the grant date shown in the table. Of the previously reported stock options granted to Mr. Gregorio, 9,150 stock options were forfeited as of his separation from the Company on September 30, 2024. (b) RSUs generally vest and are delivered three years after the grant date. The RSUs granted to Mr. Tate in October 2023 and Mr. Sampson in December 2023 vest and are delivered three years after the grant date. Of the previously reported RSUs granted to Mr. Gregorio, 1,362 RSUs were forfeited as of his separation from the Company on September 30, 2024. (c) Market values are based on the December 31, 2024 closing stock price of $40.13 per share of Dow common stock. (d) PSUs granted on February 9, 2023 will vest and be delivered in February 2026. PSUs granted on February 15, 2024 will vest and be delivered in February 2027. PSUs granted on February 13, 2025 will vest and be delivered in February 2028. These shares are shown at the target level of performance. The actual number of shares to be delivered will be determined at the end of the three-year performance period. Of the previously reported PSUs granted to Mr. Gregorio, 5,897 PSUs were forfeited as of his separation from the Company on September 30, 2024. Amount reported reflects RSUs following share withholding for payment of tax obligations.

  74. Outstanding Equity Awards

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  75. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received by the NEOs from Stock Options exercised and stock awards vested during 2024:

  76. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Jim Fitterling | 222,882 | 1,657,723 | 319,584 | 17,770,668 | | Jeffrey L. Tate | - | - | 2,426 | 107,253 | | John M. Sampson | 3,786 | 26,483 | 47,868 | 2,661,434 | | A. N. Sreeram | - | - | 67,959 | 3,778,924 | | Amy E. Wilson | 2,937 | 17,123 | 67,910 | 3,779,234 | | Mauro Gregorio | 27,933 | 185,461 | 42,622 | 2,372,066 |

  77. Option Exercises and Stock Vested

    (a) Includes settlement of shares from the 2021-2023 PSU Program, even if elected to receive as cash.

  78. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, following is information about the relationship of the annual total compensation of employees (other than the CEO) and the annual total compensation of the CEO. The median employee was selected from the Dow population worldwide, excluding the CEO, as of November 30, 2024 using base salary and Performance Award at target as the consistently applied compensation measure. The Company calculated annual base salary based on a reasonable estimate of hours worked during 2024 for hourly workers, and upon salary level for the remaining employees. The Company used a statistical sampling methodology to identify all employees whom the Company expected to be paid within a 0.1 percent range of the median. The Company selected the representative employee from that group for purposes of calculating the ratio of CEO pay to median employee pay. For 2024, the annual total compensation for the median employee was $89,583, and the annual total compensation of the CEO, as reported in the Summary Compensation Table was $19,064,099. Based upon the calculation of compensation for both the CEO and the median employee, the ratio of CEO pay to median employee pay for 2024 was approximately 213:1. The pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio may not be comparable to the pay ratio reported by other companies.

  79. CEO Pay Ratio

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  80. Pay Versus performance

    Pay Versus performance The following table and supporting graphics below set out information regarding fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020 in satisfaction of Item 402(v) of Regulation S-K. The Company’s compensation programs have a history of aligning pay and performance. This is demonstrated in the Company selected measure listed below: Cumulative Cash from Operations, which focuses on the importance of cash generation from core operations and, on a cumulative basis, serves as a performance metric for the Performance Stock Unit Program—the largest component of executive officer compensation; together with the additional financial and non-financial measures which make up the components of our short-term and long-term incentive programs. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 55. In this section, PEO means “Principal Executive Officer,” SCT means “Summary Compensation Table,” and CAP means “compensation actually paid.”

  81. Pay Versus performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($)(6) | Cumulative Cash From Operations ($)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 19,064,099 | 15,043,396 | 4,721,677 | 3,699,184 | 95 | 96 | 1,201 | 2,903 | | 2023 | 20,829,446 | 22,499,971 | 6,430,289 | 6,571,425 | 123 | 112 | 660 | 5,164 | | 2022 | 19,464,652 | 17,047,734 | 7,645,272 | 7,534,880 | 108 | 94 | 4,640 | 7,486 | | 2021 | 24,858,892 | 19,205,009 | 6,097,704 | 5,644,356 | 115 | 149 | 6,405 | 7,069 | | 2020 | 22,211,255 | 21,259,321 | 6,211,458 | 6,087,802 | 108 | 118 | 1,294 | 6,252 |

  82. Pay Versus performance

    Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. (1) For 2020, 2021, 2022, 2023 and 2024, the PEO was Jim Fitterling. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Fitterling for each corresponding year in the “Total” column of the SCT. (2) The dollar amounts reported in column (c) represent the amount of CAP to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the CAP:

  83. Pension Benefits

    Pension Benefits The following table lists the pension program participation and actuarial present value of each NEO’s defined benefit pension as of December 31, 2024:

  84. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year(c) | | Jim Fitterling | Dow Employees’ Pension Plan | 40.0 | 2,037,473 | - | | | Dow Executives’ Supplemental Retirement Plan | 40.0 | 12,826,193 | - | | Jeffrey L. Tate(c) | Dow Employees’ Pension Plan | 27.4 | 1,152,527 | - | | | Dow Executives’ Supplemental Retirement Plan | 27.4 | 1,394,900 | 13,394 | | John M. Sampson(d) | Dow Employees’ Pension Plan (Personal Pension Account) | 3.3 | 66,642 | - | | | Dow Executives’ Supplemental Retirement Plan | 3.3 | 212,996 | - | | A. N. Sreeram | Dow Employees’ Pension Plan | 17.6 | 1,067,690 | - | | | Dow Executives’ Supplemental Retirement Plan | 17.6 | 2,014,717 | - | | Amy E. Wilson | Dow Employees’ Pension Plan | 23.2 | 1,083,232 | - | | | Dow Executives’ Supplemental Retirement Plan | 23.2 | 4,163,425 | - | | Mauro Gregorio(e) | Dow Employees’ Pension Plan | 15.6 | 1,179,066 | - | | | Dow Executives’ Supplemental Retirement Plan | 15.6 | 2,812,377 | - |

  85. Pension Benefits

    (a) As of December 31, 2023. The Company froze the Pension Plans (as defined below) and the ESRP as of December 31, 2023. The Number of Years Credited Service reflects the credited service amounts as of the date the Company froze the Pension Plans and the ESRP, and does not reflect the NEO’s actual years of service with the Company. (b) Unless otherwise noted, all present values were calculated assuming immediate commencement of pension benefits. For the DEPP Component, the form of payment, discount rate (5.78%) and mortality (RP 2014) are based on assumptions used to determine pension plan obligations. (c) Mr. Tate started his career with the Company in 1992 and departed in 2019. He was rehired by the Company on October 24, 2023. Pursuant to the terms of the defined benefit pension plans in which Mr. Tate participated, he received credit for purposes of benefit eligibility for his years of employment service with the Company prior to his 2019 departure. Similarly, his years of service prior to his 2019 departure for benefit accrual purposes were combined with his service since rehire when determining his December 31, 2023 pension benefit. Pursuant to the terms of the nonqualified pension plan, Mr. Tate was required to commence his nonqualified pension benefits at the time of his 2019 departure. These nonqualified pension benefits remain in payment and will offset the value of any future nonqualified benefits. (d) Mr. Sampson started his career with the Company in 1983 and departed as part of the sale of the Company’s chlorine assets in 2015. He was rehired by the Company on October 1, 2020. Pursuant to the terms of the defined benefit pension plans in which Mr. Sampson participated, he received credit for purposes of benefit eligibility for his years of employment service with the Company prior to his 2015 departure. Because the pension liabilities for his pre-2015 service were transferred with the sale of the Company's chlorine assets, upon rehire, the associated benefit accruals and credited service amounts (for benefit accrual purposes) were not restored, and Mr. Sampson began participating in the PPA Component. Mr. Sampson's benefit was transferred to the DEPP PPA. (e) Mr. Gregorio started his career with the Company in 1986 and separated on September 30, 2024. Pursuant to the terms of the defined benefit pension plans in which Mr. Gregorio participated, he received credit for purposes of benefit eligibility for his years of employment service with the Company after his permanent relocation to the United States in 2008.

  86. NonQualified Deferred Compensation

    NonQualified Deferred Compensation The following table provides information on compensation that participating NEOs elected to defer during 2024:

  87. NonQualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(a)(c) | Company Contributions in Last Fiscal Year ($)(b)(c) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Jim Fitterling | 84,760 | 199,855 | 584,881 | - | 4,856,471 | | Jeffrey L. Tate | 90,808 | - | 2,686 | - | 93,494 | | John M. Sampson | 89,056 | 52,894 | 91,601 | - | 649,272 | | A. N. Sreeram | - | 71,072 | 14,508 | - | 168,076 | | Amy E. Wilson | - | 64,503 | 48,014 | - | 415,530 | | Mauro Gregorio | - | 50,251 | 85,541 | - | 624,023 |

  88. NonQualified Deferred Compensation

    (a) Executive contributions are included in “Salary” for 2024 in the Summary Compensation Table. (b) Company contributions are included in “All Other Compensation” for 2024 in the Summary Compensation Table. (c) Executive and Company contributions with respect to Mr. Fitterling of $133,329 during 2022 and $512,545 during 2023, Mr. Sampson of $200,695 during 2023, Dr. Sreeram of $72,301 during 2023 and Ms. Wilson of $17,408 during 2022 and $116,047 during 2023 are included in “All Other Compensation” in the Summary Compensation Table.

  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Except for Mr. Gregorio who involuntarily separated from the Company on September 30, 2024, all of the NEOs are retirement eligible. In the event of their retirement, the NEOs are entitled to receive benefits similar to those available to most other salaried U.S. employees. These benefits are described in the table below, together with the impact of various types of separation events on the different compensation elements the NEOs receive.

  90. Involuntary Termination or Change-in-Control Values

    Involuntary Termination or Change-in-Control Values The following table summarizes the compensation and benefits that the NEOs would have received under Dow’s existing plans had a change-in-control occurred on December 31, 2024 or had their employment been terminated on that date under specified circumstances. The amounts presented are not necessarily indicative of what Dow will pay under similar circumstances because a wide variety of factors can affect payment amounts, which, as a result, can be determined with certainty only when an actual change-in-control or termination event occurs.

  91. Involuntary Termination or Change-in-Control Values

    | Name | Type of Benefit | Involuntary Termination Without Cause ($)(a) | Change-in- Control ($)(b) | | Jim Fitterling | Severance | 3,390,400 | 3,390,400 | | | Double Trigger LTI Acceleration | n/a | 23,054,765 | | | Increase in Present Value of Pension | n/a | 715,250 | | | Health & Welfare Benefits | 13,617 | 13,617 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | Jeffrey L. Tate | Severance | 1,482,120 | 1,482,120 | | | Double Trigger LTI Acceleration | n/a | 5,037,720 | | | Increase in Present Value of Pension | n/a | 112,289 | | | Health & Welfare Benefits | 50,544 | 50,544 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | John M. Sampson | Severance | 1,675,076 | 1,675,076 | | | Double Trigger LTI Acceleration | n/a | 5,698,500 | | | Increase in Present Value of Pension | n/a | 0 | | | Health & Welfare Benefits | 13,617 | 13,617 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | A. N. Sreeram | Severance | 1,165,236 | 1,165,236 | | | Double Trigger LTI Acceleration | n/a | 4,908,381 | | | Increase in Present Value of Pension | n/a | 191,832 | | | Health & Welfare Benefits | 8,730 | 8,730 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | Amy E. Wilson | Severance | 1,234,404 | 1,234,404 | | | Double Trigger LTI Acceleration | n/a | 4,889,439 | | | Increase in Present Value of Pension | n/a | 418,006 | | | Health & Welfare Benefits | 16,074 | 16,074 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | Mauro Gregorio(c) | Severance | 1,600,688 | n/a | | | Double Trigger LTI Acceleration | n/a | n/a | | | Increase in Present Value of Pension | n/a | n/a | | | Health & Welfare Benefits | 13,617 | n/a | | | Outplacement & Financial Planning | 30,000 | n/a |

  92. Involuntary Termination or Change-in-Control Values

    (a) While each of the NEOs would have qualified for separation payments applicable under a change-in-control had they been terminated on an involuntary basis without cause on December 31, 2024, the amounts in this column are presented as if no underlying change-in-control triggering event existed and the NEO was terminated without cause on December 31, 2024. (b) Equity compensation values are based on the December 31, 2024 closing stock price of $40.13 per share of Dow common stock. An executive must meet the double trigger requirement of being involuntarily terminated without cause within two years of a change-in-control in order to receive benefits. In addition, the LTI acceleration value in this table includes PSUs at target. The amounts presented for Mr. Gregorio are those he actually received as of his involuntary separation from the Company on September 30, 2024. Mr. Gregorio's eligibility for these benefits was determined based on the same terms and conditions on which these benefits are offered to other U.S.-based salaried employees upon an involuntary termination without cause as described on page 91.

  93. Involuntary Termination or Change-in-Control Values

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  94. Future Director Nominees through Proxy Access

    Future Director Nominees through Proxy Access Under the Company’s Bylaws, if you wish to nominate a director through proxy access, you must give advance written notification to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com. For the 2026 Meeting, written notice must be received by the Office of the Corporate Secretary between 8:00 AM Eastern Time on October 1, 2025, and 5:00 PM Eastern Time on October 31, 2025. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available on the Company’s website at www.dow.com/investors.