DEF 14A of DuPont de Nemours, Inc., Mar 12, 2021

DEF 14A of DuPont de Nemours, Inc.

Filed Mar 12, 2021 · FY20200001193125-21-079533

Open on EDGAR

  1. Director Nominees

    Director Nominees You are being asked to vote on the election of 12 directors. All directors are elected annually. Detailed information about each director’s background, skills and expertise can be found in Agenda Item 1 — Election of Directors.

  2. Director Nominees

    | (As of the date of the Proxy Statement) Name Age Current Position | Independent | Audit Committee | Nomination and Governance Committee | People and Compensation Committee | Environment, Health, Safety & Sustainability Committee | Other Current Public Boards | | Amy G. Brady | | | | | | | | Age 54 Chief Information Officer & Executive Vice President, KeyCorp | X | X | | | X | | | Edward D. Breen | | | | | | | | Age 64 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 2 | | Ruby R. Chandy | | | | | | | | Age 59 Former President, Industrial Division Pall Corporation | X | X | | | CH | 2 | | Franklin K. Clyburn, Jr. | | | | | | | | Age 56 Executive Vice President, Chief Commercial Officer, Merck | X | | X | CH elect | | | | Terrence R. Curtin | | | | | | | | Age 52 Chief Executive Officer, TE Connectivity | X | X | X | | | 1 | | Alexander M. Cutler | | | | | | | | Age 69 Retired Chair and Chief Executive Officer, Eaton | X | | CH | X | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 54 President, Longwood Foundation | X | X | X | | | 1 | | Luther C. Kissam | | | | | | | | Age 56 Partner, Bernhard Capital Partners Management, LP | X | X | X | | | 2 | | Frederick M. Lowery | | | | | | | | Age 50 Senior Vice President, Thermo Fisher, President Life Sciences and Laboratory Products Groups | X | | | X | X | | | Raymond J. Milchovich | | | | | | | | Age 71 Chief Executive Officer, NTS | X | | | X | X | | | Deanna M. Mulligan* | | | | | | | | Age 57 Former Board Chair, Director, CEO & President, Guardian Life Insurance Company | X | | | | | | | Steven M. Sterin | | | | | | | | Age 49 Former Executive Vice President & Chief Financial Officer, Andeavor | X | CH | | | X | 1 |

  3. Director Nominees

    CH = Chair * Rajiv L. Gupta is of retirement age under the terms of our Corporate Governance Guidelines and is not standing for reelection in 2021. Ms. Mulligan has been nominated by the Board to fill the vacancy created by Mr. Gupta’s retirement. The Board expects to appoint Ms. Mulligan to the Board in advance of its April meeting which will occur prior to the Annual Meeting.

  4. Director Nominees

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  5. 2021 Annual Meeting of Stockholders

    | BENEFITS | 53 | | Pension Benefits | 53 | | Defined-Benefit Retirement Plans | 53 | | Supplemental Retirement Plans | 54 | | Non-Qualified Deferred Compensation | 54 | | Other Retirement Benefits | 55 | | Potential Payments Upon Termination or Change in Control | 56 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 58 | | COMPENSATION COMMITTEE REPORT | 58 | | CEO PAY RATIO | 58 | | AGENDA ITEM 2: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | 60 | | AGENDA ITEM 3: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 61 | | AUDIT COMMITTEE REPORT | 63 | | AGENDA ITEM 4: AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION | 64 | | AGENDA ITEM 5: STOCKHOLDER PROPOSAL – RIGHT TO ACT BY WRITTEN CONSENT | 66 | | AGENDA ITEM 6: STOCKHOLDER PROPOSAL – ANNUAL DISCLOSURE OF EEO-1 DATA | 68 | | AGENDA ITEM 7: STOCKHOLDER PROPOSAL – ANNUAL REPORT ON PLASTIC POLLUTION | 71 | | ADDITIONAL INFORMATION | 73 | | APPENDIX A – NON-GAAP RECONCILIATION | A-1 | | APPENDIX B – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | B-1 |

  6. AGENDA ITEM 1: ELECTION OF DIRECTORS

    AGENDA ITEM 1: ELECTION OF DIRECTORS

  7. Board Composition

    Board Composition The Board currently consists of twelve members, with Mr. Breen serving as Executive Chairman and Chief Executive Officer and Mr. Cutler serving as Lead Independent Director.

  8. Recommendations and Nominations for Director

    Recommendations and Nominations for Director In accordance with the recommendation of the Nomination and Governance Committee, the Board has nominated the individuals listed in the following table for election as directors, to serve for a term that expires at the next annual meeting for the election of directors and until their successors are elected and qualified.

  9. Recommendations and Nominations for Director

    | (As of the date of the Proxy Statement) Name Age Current Position | Independent | Audit Committee | Nomination and Governance Committee | People and Compensation Committee | Environment, Health, Safety & Sustainability Committee | Other Current Public Boards | | Amy G. Brady | | | | | | | | Age 54 Chief Information Officer & Executive Vice President, KeyCorp | X | X | | | X | | | Edward D. Breen | | | | | | | | Age 64 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 2 | | Ruby R. Chandy | | | | | | | | Age 59 Former President, Industrial Division Pall Corporation | X | X | | | CH | 2 | | Franklin K. Clyburn, Jr. | | | | | | | | Age 56 Executive Vice President, Chief Commercial Officer, Merck | X | | X | CH elect | | | | Terrence R. Curtin | | | | | | | | Age 52 Chief Executive Officer, TE Connectivity | X | X | X | | | 1 | | Alexander M. Cutler | | | | | | | | Age 69 Retired Chair and Chief Executive Officer, Eaton | X | | CH | X | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 54 President, Longwood Foundation | X | X | X | | | 1 | | Luther C. Kissam | | | | | | | | Age 56 Partner, Bernhard Capital Partners Management LP | X | X | X | | | 2 | | Frederick M. Lowery | | | | | | | | Age 50 Senior Vice President, Thermo Fisher, President Life Sciences and Laboratory Products Groups | X | | | X | X | | | Raymond J. Milchovich | | | | | | | | Age 71 Chief Executive Officer, NTS | X | | | X | X | | | Deanna M. Mulligan* | | | | | | | | Age 57 Former Board Chair, Director CEO & President, Guardian Life Insurance Company | X | | | | | | | Steven M. Sterin | | | | | | | | Age 49 Former Executive Vice President & Chief Financial Officer, Andeavor | X | CH | | | X | 1 |

  10. Recommendations and Nominations for Director

    CH = Chair *Rajiv L. Gupta is of retirement age under the terms of our Corporate Governance Guidelines and is not standing for reelection in 2021. Ms. Mulligan has been nominated by the Board to fill the vacancy created by Mr. Gupta’s retirement. The Board expects to appoint Ms. Mulligan to the Board in advance of its April meeting which will occur prior to the Annual Meeting.

  11. Recommendations and Nominations for Director

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  12. Recommendations and Nominations for Director

    The Board unanimously recommends a vote FOR the election of ALL of these nominees as directors. The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be elected. Under the Corporate Governance Guidelines, if a nominee who already serves as a director is not elected, that nominee shall offer to tender his or her resignation to the Board. The Nomination and Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting information, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided. If something unanticipated should occur prior to the Annual Meeting making it impossible for one or more of the candidates to serve as a director, votes will be cast in the best judgment of the persons authorized as proxies. The NYSE rules do not permit brokers with discretionary authority to vote in the election of directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will abstain from voting on your behalf and your shares will not be voted in the election of directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker.

  13. Recommendations and Nominations for Director

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  14. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Information in the biographies summarizes key qualifications and diversity attributes as they apply to the individual directors to support the conclusion that these individuals are highly qualified to serve on the Board. The information is current as of the date of this Proxy Statement. Each nominee has consented to serve if elected.

  15. DIRECTOR NOMINEES

    | AMY G. BRADY | Executive Vice President and Chief Information Officer, KeyCorp | | Age 54 | Ms. Brady is Chief Information Officer (CIO), Executive Vice President at KeyCorp, a bank-based financial services company. In this role, Ms. Brady leads the company’s shared services for technology, operations, data, client and account servicing, security services (including cybersecurity), and procurement. Prior to joining KeyCorp in 2012, Ms. Brady spent 25 years with Bank of America, including as CIO, Enterprise Technology and Operations, where she was responsible for technology and operations delivery for critical enterprise functions including Finance, Risk, Human Resources, Marketing, Legal and Audit. Ms. Brady joined the DuPont Board of Directors in October 2019. | | | Skills and Expertise Ms. Brady’s technology, operations and cybersecurity expertise is a strong asset to the Board. Ms. Brady also has extensive management experience. |

  16. DIRECTOR NOMINEES

    | EDWARD D. BREEN | Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | Age 64 | Mr. Breen has served as the Executive Chairman of the Board of Directors of DuPont since June 1, 2019 and as Chief Executive Officer since February 17, 2020. Prior to his current role, Mr. Breen served as the Chief Executive Officer of DowDuPont from September 1, 2017 to May 31, 2019. Mr. Breen was named Interim Chairman of the EID Board and Chief Executive Officer on October 16, 2015, and assumed those roles permanently on November 9, 2015. He served as Chairman, from July 2002 to March 2016, and Chief Executive Officer, from July 2002 to September 2012, of Tyco International, plc, a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Prior to joining Tyco, Mr. Breen held senior management positions at Motorola, including as President and Chief Operating Officer, and General Instrument Corporation, including as Chairman, President and Chief Executive Officer. Mr. Breen became a director of IFF in February 2021 and also serves as a director of Comcast Corporation (since 2014 and 2005 to 2011). Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Mr. Breen previously served as a director of Corteva from June 2019 to April 2020. Mr. Breen served as a director of EID from February 2015 to September 2017, a director of DowDuPont from September 2017 to June 2019, and a director of DuPont since June 2019. | | | Skills and Expertise Mr. Breen’s experience leading numerous global companies makes him well suited to lead DuPont and to help enhance the Board’s ability to consider, evaluate and maintain oversight over business strategies and risk management efforts. |

  17. DIRECTOR NOMINEES

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  18. DIRECTOR NOMINEES

    | RUBY R. CHANDY | Former President of the Industrial Division of Pall Corporation | | Age 59 | Ms. Chandy was the President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies, from April 2012 to November 2015. Prior to her time at Pall, Ms. Chandy held leadership positions with several major, global companies including The Dow Chemical Company, Rohm and Haas Corporation, Thermo Fisher Scientific Corporation and Boston Scientific Corporation. Ms. Chandy currently serves on the boards of Ametek Inc. and Flowserve Corporation. She also sits on the Executive Advisory Board of Pritzker Private Capital and, previously, on the Advisory Board of Gryphon Investors. Additionally, she serves on the MIT Sloan Americas Executive Board. Ms. Chandy joined the Specialty Products Advisory Committee in April 2018 and served as an ex-officio member of the DowDuPont Board from April 2018 to June 2019. Ms. Chandy joined the DuPont Board of Directors in June 2019. | | | Skills and Expertise Ms. Chandy has experience in industrial, medical, life science, specialty materials and microelectronics companies. She is a proven executive with experience in international growth and innovation. Her financial, management, environmental and global expertise brings value to the Board. |

  19. DIRECTOR NOMINEES

    | FRANKLIN K. CLYBURN, JR. | Executive Vice President and Chief Commercial Officer, Merck | | Age 56 | Mr. Clyburn has served as the Executive Vice President and Chief Commercial Officer of Merck since 2019. Mr. Clyburn also serves as a member of Merck’s Executive Committee. In his roles at Merck, a publicly traded global pharmaceutical company, Mr. Clyburn is responsible for all operations and P&L across the human health commercial portfolio globally. He previously held various senior leadership positions within the company, most recently serving as President of Global Oncology from 2013 to 2018. He joined Merck in 2008 following eight years as Vice President of various business units at Sanofi-Aventis S. A. (now Sanofi). Earlier in his career, Mr. Clyburn served in a wide range of commercial roles of increasing responsibility at Hoechst Marion Roussel Inc. (now part of Sanofi) from 1994 to 2000. Mr. Clyburn serves as a member of the Executive Leadership Council and is on the board of Trustees of Thomas Edison State University. Mr. Clyburn joined the DuPont Board of Directors in June 2019. | | | Skills and Expertise Mr. Clyburn’s tenure at Merck has provided him with vast experience in research and development operations, the regulatory environment, and marketing and sales. He is globally focused and has great depth in sales and marketing of complex, science-based products. Mr. Clyburn also has extensive management experience. |

  20. DIRECTOR NOMINEES

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  21. DIRECTOR NOMINEES

    | TERRENCE R. CURTIN | Chief Executive Officer and Board Member, TE Connectivity | | Age 52 | Mr. Curtin assumed the role of CEO at TE Connectivity, a global technology leader in connectivity and sensor solutions, in March 2017. Prior to the CEO role, Mr. Curtin served as TE’s President, where he was responsible for all of the company’s businesses and mergers and acquisitions activities. Mr. Curtin previously led TE’s Industrial Solutions business segment and also served as TE’s Chief Financial Officer. Prior to his time with TE Connectivity, Mr. Curtin spent eleven years at Arthur Andersen LLP in positions of increasing responsibility. Mr. Curtin has served on the board of directors of TE Connectivity since March 2016. He is also a member of the board of directors of the US-China Business Council. Mr. Curtin joined the DuPont Board of Directors in June 2019. | | | Skills and Expertise Mr. Curtin’s experience as the Chief Executive Officer of a global technology company provides him with expertise as a global-minded leader with strong corporate governance skills, M&A experience and technology. He also brings a depth of experience in finance and accounting. |

  22. DIRECTOR NOMINEES

    | ALEXANDER M. CUTLER | Former Chairman and Chief Executive Officer, Eaton | | Age 69 | Mr. Cutler served as the Chairman and Chief Executive Officer of Eaton, a global, diversified industrial manufacturer, from 2000 to 2016. Mr. Cutler formerly served as Eaton’s President and Chief Operating Officer, Executive Vice President and Chief Operating Officer-Controls and Executive Vice President-Operations. He serves on the boards of KeyCorp, United Way Services of Greater Cleveland, and the Musical Arts Association. Mr. Cutler served as a director of EID from 2008 until September 2017, he served as a director of DowDuPont from September 2017 to June 2019 and joined the DuPont Board of Directors in June 2019. Skills and Expertise Mr. Cutler has a wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience as former Chairman and Chief Executive Officer of Eaton. As Lead Independent Director and Chair of the Nomination and Governance Committee, he provides the Board with important insights in the areas of corporate governance and government relations based on his past position as Chair of The Business Roundtable Corporate Governance Committee as well as his various board positions. |

  23. DIRECTOR NOMINEES

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  24. DIRECTOR NOMINEES

    | ELEUTHÈRE I. DU PONT | President, Longwood Foundation | | Age 54 | Mr. du Pont has served as President of the Longwood Foundation, a private foundation principally supporting charitable organizations, since 2008. He previously served as senior vice president, operations and chief financial officer of drugstore.com from 2007 to 2008. Prior to that time, Mr. du Pont served as president and chief financial officer of Wawa, Inc. Mr. du Pont serves on the boards of WSFS Financial Corporation and Burris Logistics. Mr. du Pont served on the EID board of directors from 2006 until September 2017. In September 2017, Mr. du Pont joined the Specialty Products Advisory Committee and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. du Pont joined the DuPont Board of Directors in June 2019. Skills and Expertise From his experiences as president, chief financial officer and corporate director, Mr. du Pont brings to the Board expertise on corporate governance, accounting, finance, human resources, information technology, investment management, investor relations and procurement. He also brings a unique perspective from his roles leading safety, supply chain and operations. |

  25. DIRECTOR NOMINEES

    | LUTHER C. KISSAM | Partner, Bernhard Capital Partners Management, LP | | Age 56 | Mr. Kissam joined Bernhard Capital Partners Management, LP, as Partner in January 2021. He previously served as Chairman, President and CEO of Albemarle Corporation, a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts, until his retirement in June 2020. Mr. Kissam served as President and Chief Executive Officer of Albemarle from September of 2011 to June 2020. He was elected to the company’s board of directors in 2011 and served as Chairman of the board from 2016 to June 2020. Mr. Kissam joined Albemarle in 2003 as Vice President, General Counsel and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010. Prior to joining Albemarle, Mr. Kissam served as President, General Counsel and Secretary of Merisant company, a manufacturer of artificial sweeteners. Mr. Kissam is a current director of Albemarle Corporation and OGE Energy Corp. He also serves on the Executive Committee of the Charlotte Sports Foundation. Mr. Kissam joined the Specialty Products Advisory Committee in April 2018 and served as an ex-officio member of the DowDuPont Board from April 2018 to June 2019. Mr. Kissam joined the DuPont Board of Directors of DuPont in June 2019. | | | Skills and Expertise As the former CEO of a global company, Mr. Kissam has extensive knowledge in the areas of leadership, global business, corporate finance, safety, risk oversight, mergers and acquisitions, management and corporate governance. |

  26. DIRECTOR NOMINEES

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  27. DIRECTOR NOMINEES

    | FREDERICK M. LOWERY | Senior Vice President and President, Life Sciences Solutions and Laboratory Products, Thermo Fisher Scientific Inc. | | Age 50 | Mr. Lowery has served as Senior Vice President and President, Life Sciences Solutions and Laboratory Products of Thermo Fisher Scientific Inc. (Thermo Fischer), a publicly traded provider of products and services for life sciences, healthcare and applied markets, since 2017. In his role, Mr. Lowery leads the BioProduction, Laboratory Products and Laboratory Chemicals businesses, as well as several functions within Life Sciences Solutions. Since joining Thermo Fisher in 2005, he has held a number of senior leadership positions across businesses. Prior to his time at Thermo Fisher, Mr. Lowery was with Maytag Corporation from 1999 to 2005 and began his career as an engineer at General Motors Company. Mr. Lowery is a member of the Boston Renaissance Charter Public School Board of Trustees and a member of the Tennessee Tech University Foundation Board. Mr. Lowery joined the DuPont Board of Directors in June 2019. | | | Skills and Expertise With his engineering and science backgrounds, Mr. Lowery brings science and technology perspective combined with senior management capabilities to the Board. Mr. Lowery has a wealth of global experience and has developed operating teams, launched innovative new products and acquired businesses. Additionally, he brings strong manufacturing knowledge and experience. |

  28. DIRECTOR NOMINEES

    | RAYMOND J. MILCHOVICH | Chief Executive Officer, National Technical Systems | | Age 71 | Mr. Milchovich has served as the CEO and Lead Director of National Technical Systems (NTS) since May of 2020. He joined the NTS Board of Directors in 2013 and served as the Executive Chairman from July of 2018 to May 2020. Previously, Mr. Milchovich served as Chief Executive Officer from 2001 to 2010 and Non-Executive Chairman of the Board and Consultant from 2010 to November 2011 of Foster Wheeler AG, a company that engineered and constructed facilities for oil and gas, liquid natural gas, refining, chemical, pharmaceutical and power industries. He also served as a director of Nucor Corporation from 2002 to 2007 and 2012 to May 2017 and Lead Director from September 2013 to February 2017. Mr. Milchovich has served on the Executive Board of Aurora Capital Group since 2016. Mr. Milchovich served as a director of TDCC from 2015 until the effective date of the DWDP Merger when he became a director of DowDuPont. Mr. Milchovich resigned from the DowDuPont board of directors as of June 30, 2018, at which time he joined the Specialty Products Advisory Committee and then served as an ex-officio member of the DowDuPont board of directors. Mr. Milchovich joined the DuPont Board of Directors in June 2019. | | | Skills and Expertise Mr. Milchovich brings global business and leadership experience as the Chief Executive Officer and Lead Director of NTS, former Lead Director of Nucor Corporation and former Chief Executive Officer of Foster Wheeler AG. He also possesses finance and accounting expertise including experience with, and direct involvement in and supervision of, the preparation of financial statements and risk management. His additional public company board experience provides additional corporate governance and compensation experience and financial expertise. |

  29. DIRECTOR NOMINEES

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  30. DIRECTOR NOMINEES

    | DEANNA M. MULLIGAN | Former Board Chair, Director, Chief Executive Officer & President, Guardian Life Insurance Company | | Age 57 | Ms. Mulligan served as CEO of The Guardian Life Insurance Company of America, a mutual life insurance company (Guardian), from 2019 to October 2020, as President and Chief Executive Officer of Guardian from 2011 to 2019 and as President and Chief Operating Officer of Guardian in 2010. She also served as a member of Guardian’s Board of Directors from 2011 until her retirement at year-end 2020 and as its Board Chair from October 2020 until her retirement date. Ms. Mulligan joined Guardian in 2008 as the Executive Vice President, Individual Life and Disability. Prior to joining Guardian in 2008, Ms. Mulligan founded DMM Management Solutions LLC where she served as President from 2007 to 2008. Previously, she held several other management positions at McKinsey & Company, AXA Financials, Inc. and New York Life Insurance Company. Ms. Mulligan currently serves as a director of The Vanguard Group, Inc., Trustee of the Vanguard Funds, Trustee of the Economic Club of New York, Trustee of New York Presbyterian Hospital, Director of Chief Executives for Corporate Purpose, Director of Partnership for New York City and Trustee of the Bruce Museum. Ms. Mulligan does not currently serve on the DuPont Board of Directors. Ms. Mulligan was identified as a candidate for our Board by the search firm used to identify director candidates. The Nomination and Governance Committee assessed all candidates identified by the search firm and recommended to the Board that Ms. Mulligan be nominated to stand for election at the Annual Meeting. The Board expects to appoint Ms. Mulligan to the Board in advance of its April Meeting, which will occur prior to the Annual Meeting. | | | Skills and Expertise Ms. Mulligan possesses deep executive management and leadership, finance, investment, risk management and corporate governance experience as former Board Chair, Director, Chief Executive Officer and President of Guardian and based on her numerous present and former board positions |

  31. DIRECTOR NOMINEES

    | STEVEN M. STERIN | Former Executive Vice President and Chief Financial Officer, Andeavor | | Age 49 | Mr. Sterin served as an executive with Andeavor from 2014 until the merger of Andeavor with Marathon Petroleum Company in October 2018. He also served as President, Chief Financial Officer and a member of the board of directors for Andeavor Logistics GP, LLC from 2014 to 2018. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer of Celanese Corporation, a global technology and specialty material company. He previously served as Corporate Controller and Principal Accounting Officer of Celanese. Mr. Sterin also spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including director of tax and treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with Price Waterhouse. Mr. Sterin currently serves as a Senior External Advisor to McKinsey & Company. He has served on the board of directors of Kosmos Energy since July 2019. Mr. Sterin joined the Specialty Products Advisory Committee in December 2017 and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. Sterin joined the DuPont Board of Directors in June 2019. | | | Skills and Expertise Mr. Sterin has over 10 years of large public company CFO experience and has led financial functions including investor relations, business planning and analysis, capital markets and treasury, accounting and controlling, customer credit, internal audit, enterprise risk management, and tax. Mr. Sterin also has vast industry experience as well as experience with information technology and cyber security services. |

  32. DIRECTOR NOMINEES

    | ✓ | AGENDA ITEM 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR all 12 director nominees. |

  33. DIRECTOR NOMINEES

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  34. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION DuPont compares its non-employee director compensation programs, designs and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion and Analysis. DuPont targets the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to DuPont’s non-employee directors in 2020. For a description of compensation paid to Mr. Breen as Executive Chair, see the Compensation Discussion & Analysis and Summary Compensation Table in this Proxy Statement.

  35. Director Compensation for 2020

    Director Compensation for 2020

  36. Director Compensation for 2020

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Change in Non-Qualified Deferred Compensation Earnings ($)(c) | All Other Compensation ($)(d) | Total ($) | | Amy Brady | 95,833 | 170,043 | 41 | 300 | 266,218 | | Ruby Chandy | 135,000 | 170,043 | - | 300 | 305,343 | | Frank Clyburn | 115,000 | 170,043 | - | 300 | 285,343 | | Terrence Curtin | 115,000 | 170,043 | - | 300 | 285,343 | | Alexander M. Cutler | 185,000 | 170,043 | - | 21,654 | 376,697 | | Eleuthère I. du Pont | 115,000 | 170,043 | - | 13,547 | 298,590 | | Rajiv L Gupta | 140,000 | 170,043 | - | 300 | 310,343 | | Luther C. Kissam IV | 115,000 | 170,043 | - | 300 | 285,343 | | Fred Lowery | 115,000 | 170,043 | - | 300 | 285,343 | | Raymond J. Milchovich | 115,000 | 170,043 | - | 300 | 285,343 | | Steven M. Sterin | 150,000 | 170,043 | - | 300 | 320,343 |

  37. Director Compensation for 2020

    | In addition to the annual retainer, the amount in this column includes lead independent director and committee chair fees.(a) |

  38. Director Compensation for 2020

    | The full grant date fair value of Restricted Stock Units granted on May 27, 2020 is based on $49.46 per share with a total value of $170,043 in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.(b) |

  39. Director Compensation for 2020

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  40. Director Compensation for 2020

    DIRECTOR COMPENSATION (continued) Outstanding equity awards for individual directors are noted below:

  41. Director Compensation for 2020

    | | Outstanding Stock Awards at December 31, 2020 | | | | Name | DD | CTVA | DOW | | Amy Brady | 5,065 | - | - | | Ruby Chandy | 6,756 | 946 | 1,025 | | Frank Clyburn | 5,805 | - | - | | Terrence Curtin | 5,805 | - | - | | Alexander M. Cutler | 13,600 | 7,750 | 8,398 | | Eleuthère I. du Pont | 13,600 | 7,750 | 8,398 | | Rajiv L Gupta | 6,567 | 758 | 821 | | Luther C. Kissam IV | 6,756 | 946 | 1,025 | | Fred Lowery | 5,805 | - | - | | Raymond J. Milchovich | 5,805 | - | - | | Steven M. Sterin | 7,117 | 1,304 | 1,414 |

  42. Director Compensation for 2020

    | This column reports above-market earnings on nonqualified deferred compensation balances. The interest rate used to credit earnings on deferrals under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors is the 30-year Treasury rate. For 2020, Ms. Brady had above-market earnings on deferrals.(c) |

  43. Director Compensation for 2020

    | Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2020 for non-employee directors under EID’s discontinued directors’ charitable gift plan.(d) |

  44. Defined Terms

    Defined Terms CD&A – Compensation Discussion & Analysis CEO – Chief Executive Officer CFO – Chief Financial Officer EPS – Earnings Per Share U.S. GAAP or GAAP – Generally Accepted Accounting Principles in the United States of America IRC – U.S. Internal Revenue Code, as amended LTI – Long-Term Incentive NEO – Named Executive Officer PSU – Performance Share Unit RSU – Restricted Stock Unit SEC – U.S. Securities & Exchange Commission SO – Non-Qualified Stock Option STIP – Short-Term Incentive Program Adjusted Corporate Net Income – Net (loss) income from continuing operations available for DuPont common stockholders excluding after-tax significant items, after-tax impact of amortization expense associated with intangibles acquired as part of the DWDP Merger and the after-tax impact of non-operating pension/other post-employment benefits/(“OPEB”)/charges. The Business Units that make up the Non-Core segment will be excluded. Adjusted EPS* – Earnings per common share from continuing operations-diluted, excluding the after-tax impact of significant items, after-tax impact of amortization expense associated with intangibles acquired as part of the DWDP Merger and the after-tax impact of non-operating pension / OPEB benefits / charges. Adjusted ROIC – Adjusted Net Operating Profit After Tax (“NOPAT”), (defined as Income from continuing operations after taxes, excluding after-tax significant items, after-tax amortization expense and after-tax interest expense) / (Debt + Equity – certain Goodwill – certain Intangibles). The Business Units that make up the Non-Core segment will be excluded. Net Trade Working Capital: Accounts Receivable – Trade plus Inventory less Accounts Payable – Trade. Operating EBITDA* – Earnings (“Income (Loss) from continuing operations before income taxes”) before Interest, Depreciation, Amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, adjusted to exclude significant items. Organic Revenue* – Net sales excluding Non-Core, adjusted for the change in currency from forecast and the change in portfolio from forecast. Significant Items – Significant items are items that arise outside the ordinary course of the Company’s business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence. Management classifies as significant items certain costs and expenses associated with integration and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance. Total Shareholder Return – Total return on a company’s stock to an investor defined as the adjusted close price at the end of the performance period divided by the adjusted close price at the beginning of the performance period. Adjusted close price incorporates re-invested dividends, stock splits and new offerings. Beginning close price is based on average closing price over 20 trading days immediately prior to the first day of the performance period. Ending close price is based on average closing price over the last 20 trading days of the performance period. *See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures.

  45. Executive Compensation

    | • | Certain NEOs received increases to their long-term incentive target opportunity in 2020. The Committee considered these changes appropriate after careful review of the market data and to improve retention and alignment to the long-term performance of the Company. |

  46. Executive Compensation

    | • | Mr. Breen’s compensation was adjusted to reflect his additional role of CEO. The Company entered into an amended and restated employment agreement with Mr. Breen as further described in the E. Breen Employment Agreement section, which, among other things, extended the term of Mr. Breen’s employment from December 31, 2020 to December 31, 2023. |

  47. Short-Term Incentive Program

    Short-Term Incentive Program

  48. Short-Term Incentive Program

    | • | Changes to the 2020 design included the introduction of a portfolio of metrics determined to be key measures of the Company’s performance for the year. Additionally, Business Unit performance was introduced as a part of the overall STIP design for Business Presidents to better align annual incentives with the results of their respective businesses. |

  49. Short-Term Incentive Program

    | • | The Committee discussed the impact of COVID-19 on DuPont’s 2020 STIP over five Committee meetings. The Committee determined actual STIP results were not a fair representation of the agile, strong performance and resulting financial outcomes delivered despite the pandemic. Therefore, the Committee determined a discretionary payout factor of 70% was appropriate based on a holistic assessment of performance as described in detail in the Annual Incentives Compensation section. The 70% payout factor was applied to all employees eligible for STIP. |

  50. Short-Term Incentive Program

    | • | For 2021, the STIP design will continue to incorporate Business Unit metrics. The Committee remains committed to the alignment of incentive payouts to Business Unit performance for Business Presidents and employees. Additionally, an environmental, social, and governance modifier aligned to progress toward DuPont’s Sustainability goals will be incorporated into the STIP design. |

  51. Long-Term Incentive Program

    Long-Term Incentive Program

  52. Long-Term Incentive Program

    | • | The Company introduced a significant performance-based element into long-term incentives, with 60% of the 2020 LTI program for executive offers delivered in the form of PSUs. |

  53. Long-Term Incentive Program

    | • | The Committee did not make any adjustments to LTI programs in consideration of the COVID-19 pandemic. |

  54. Program Structure and Alignment with Core Principles

    | • | Reinforce business strategies and drive long-term sustained stockholder value. |

  55. Executive Compensation Governance Practices

    | ✓ Active stockholder engagement ✓ Strong links between executive compensation outcomes and company financial and market performance ✓ Each component of target pay benchmarked with respect to the peer group or the general market, as applicable ✓ Carefully structured peer group with annual Compensation Committee review ✓ Significant focus on performance-based pay ✓ Stock ownership requirements of six times base salary for the CEO and three times base salary for the other NEOs ✓ 100% independent Compensation Committee ✓ Clawback policy covering both cash and equity ✓ Use of executive compensation statements (“tally sheets”) ✓ Independent compensation consultant reporting to the Compensation Committee | ✗ No single-trigger change in control agreements ✗ No option repricing, reloads, exchanges or options granted below market value without stockholder approval ✗ No excise tax gross ups ✗ No plans that encourage excess risk taking ✗ No hedging or pledging of Company’s securities ✗ No liberal share counting ✗ No excess dilution through careful monitoring of burn rate and overhang ✗ No minimum payouts under the Long-Term Incentive Plan |

  56. 2020 NEO Targeted Total Direct Compensation Summary

    | Name | 2020 Base Salary ($) | 2020 Target Annual Incentive ($) | 2020 Target Long-Term Incentive ($) | Targeted Total Direct Compensation ($) | | Edward D. Breen | 1,000,000 | 1,500,000 | 10,000,000 | 12,500,000 | | Lori Koch | 700,000 | 700,000 | 2,500,000 | 3,900,000 | | Matthias Heinzel(a) | 896,979 | 896,979 | 1,400,000 | 3,193,959 | | Rose Lee | 625,000 | 625,000 | 1,750,000 | 3,000,000 | | Randy Stone | 600,000 | 600,000 | 1,750,000 | 2,950,000 |

  57. 2020 NEO Targeted Total Direct Compensation Summary

    | Mr. Heinzel is a German employee and his salary and bonus are paid in Euros. U.S. Dollar amounts in this Proxy Statement with respect to Mr. Heinzel have been converted from Euros at a rate of 1.22 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each day in December 2020.(a) |

  58. Base Salary

    Base Salary Base salary is fixed cash compensation that reflects scope of core responsibilities, experience and potential to affect the Company’s overall performance. The Committee annually reviews the salaries of our NEOs, as annual salary increases are not automatic or guaranteed. The Committee considers a number of factors in determining the annual base salaries of the NEOs including an individual’s skills, job responsibilities and experience, as well as more subjective factors such as the assessment by the Compensation Committee of individual NEO performance. Base salaries for executives are benchmarked against similar jobs at other companies based on respective peer group and general industry information. In February of 2020, the Committee approved an increase to Ms. Koch’s base salary to recognize her appointment to CFO. No other NEO received a base salary increase in 2020. Base salaries for the NEOs as of December 31, 2020 are shown in the table below.

  59. Annual Incentive Compensation

    Annual Incentive Compensation Annual incentives are designed to reward executives for the achievement of short-term financial and operational performance goals and are an important component of the Company’s overall compensation program. Each year the Committee reviews the target annual cash incentive award opportunities (which are expressed as a percentage of annual base salary) for executive officers as part of its annual executive compensation review.

  60. Annual Incentive Compensation

    | | 37 |

  61. Annual Incentive Compensation

    Increases to the 2020 annual incentive targets for Mr. Breen and Ms. Koch in recognition of their new roles as CEO and CFO, respectively, were approved by the Committee, and, in the case of Mr. Breen, the Board. No other NEO received an increase. Annual incentive opportunities for the NEOs as of December 31, 2020 are shown in the table below.

  62. Annual Incentive Compensation

    | Name | 2020 Target STIP (%) | 2020 Target STIP ($) | | Edward D. Breen | 150% | 1,500,000 | | Lori Koch | 100% | 700,000 | | Matthias Heinzel | 100% | 896,979 | | Rose Lee | 100% | 625,000 | | Randy Stone | 100% | 600,000 | | C. Marc Doyle | 150% | 236,712(a) | | Jeanmarie F. Desmond | 100% | 92,055(a) |

  63. Annual Incentive Compensation

    | Under the Senior Executive Severance Plan, Mr. Doyle and Ms. Desmond were entitled to a prorated STIP for 2020 in connection with their departure for time employed in 2020. Value reflects prorated target.(a) |

  64. Payout Decisions at End of Fiscal Year

    Payout Decisions at End of Fiscal Year The calculated 2020 STIP payout, based on the STIP targets established at the beginning of 2020 (pre-pandemic), was 47.8% for Corporate participants and between 30.0% and 72.2% for Business Unit participants. The Committee determined actual STIP results were not a fair representation of the agile, strong performance and resulting financial outcomes delivered despite the pandemic. In considering the use of discretion, the Committee sought to balance the interest of employees and stockholders. Based on its assessment of performance, the Committee determined a single discretionary payout factor of 70% was appropriate to fairly reward and recognize significant employee effort and contributions during 2020. Key results, actions and deliverables are summarized below.

  65. Payout Decisions at End of Fiscal Year

    | • | Delivering for Stockholders: Stockholders experienced both a stock price recovery and dividend protection during 2020. In 2020 following the onset of the pandemic, DuPont outperformed market expectations, including relative total shareholder return which was in the top quartile relative to peers and the S&P 500. |

  66. Payout Decisions at End of Fiscal Year

    | • | Cost Savings: The Company implemented cost actions focused on structural changes to create favorable business momentum, which produced $280 million in cost savings in fiscal year 2020 from new initiatives implemented. |

  67. Payout Decisions at End of Fiscal Year

    | • | Business Continuity & Employee Safety: The Company was vigilant in enhancing safety and protection measures to safeguard the health of our employees working on site throughout the pandemic and minimize impact to customers. |

  68. Payout Decisions at End of Fiscal Year

    | • | Strategic Actions: The N&B Transaction was consummated on the expected timeline despite the majority of the relevant workforce shifting to remote working arrangements. Significant progress was also made on Non-Core divestitures including the divestiture of the trichlorosilane business (“TCS business”), along with our equity ownership interest in the DC HSC Holdings LLC and Hemlock Semiconductor L.L.C., and entry into an agreement to sell the Biomaterials business unit. |

  69. Payout Decisions at End of Fiscal Year

    | • | Focus on Employee Wellbeing: Management was acutely aware of the increased anxiety and stress employees experienced because of the pandemic and took immediate actions to provide support, resources and reassurance during this uncertain period. These actions included providing additional time off to employees who were adjusting to new child / elder care challenges; implementing special pay continuation programs to provide income continuity for employees who were temporarily unable to work due to government closures; introducing enhanced benefit offerings and programs to help employees manage their physical, mental and financial health; providing increased flexibility to help employees manage their “new normal” and changed priorities; and reinforcing our commitment to regular and open communications to keep employees informed on DuPont’s actions in response to the pandemic. |

  70. Payout Decisions at End of Fiscal Year

    | • | Prudence on Executive and Employee Pay: There were no special awards—either for retention or other purposes—provided to executives to shield them from the impact of the crisis. There were also no broad-based merit-based salary increases for employees delivered in 2020. |

  71. Payout Decisions at End of Fiscal Year

    | • | Contribution to the Fight Against the Pandemic: The Company partnered with industry leaders to deliver solutions that helped with prevention and control of the global pandemic such as the Tyvek® Together innovation to strengthen PPE production. |

  72. Payout Decisions at End of Fiscal Year

    While the Company continues to focus on a performance-oriented culture, the Committee believes the decision to approve a discretionary payout factor over the use of the formulaic payout results was appropriate for a year that required significant collective efforts and unique contributions to successfully respond to the varying impacts the pandemic presented. As such, the Committee determined a single discretionary payout factor should be used versus business specific results. The Committee remains committed to the alignment of incentive payouts to the performance of individual business results for Business Presidents and employees, which will remain a design element in 2021.

  73. Payout Decisions at End of Fiscal Year

    | | 39 |

  74. Payout Decisions at End of Fiscal Year

    The tables below detail 2020 results relative to set performance goals.

  75. Payout Decisions at End of Fiscal Year

    | | Corporate Metric (Weighting 50%) | + | Business Metrics (Weighting 50%) | = | Total Calculated Payout | | Sum of Businesses | 0% | | 47.8% | | 47.8% | | E&I | 0% | | 72.2% | | 72.2% | | N&B | 0% | | 39.7% | | 39.7% | | S&C | 0% | | 31.3% | | 31.3% | | T&I | 0% | | 30.0% | | 30.0% |

  76. Payout Decisions at End of Fiscal Year

    | | Metric | Target ($MM) | Actual ($MM) | | Corporate | -Adjusted EPS*(a) | $4.04 | $3.36 | | Sum of Businesses | -Organic Revenue*(b) | $20,455 | $18,918 | | | -Operating EBITDA*(c) | $5,720 | $5,000 | | | -Net Trade Working Capital(b) | $4,531 | $4,181 | | Electronics & Imaging | -Organic Revenue*(b) | $3,675 | $3,798 | | | -Operating EBITDA*(c) | $1,197 | $1,210 | | | -Net Trade Working Capital (b) | $637 | $576 | | Nutrition & Biosciences | -Organic Revenue*(b) | $6,327 | $6,065 | | | -Operating EBITDA*(c) | $1,623 | $1,523 | | | -Net Trade Working Capital(b) | $1,608 | $1,673 | | Safety & Construction | -Organic Revenue*(b) | $5,456 | $4,871 | | | -Operating EBITDA*(c) | $1,576 | $1,351 | | | -Net Trade Working Capital(b) | $1,176 | $1,110 | | Transportation & Industrial | -Organic Revenue*(b) | $4,997 | $4,184 | | | -Operating EBITDA*(c) | $1,324 | $916 | | | -Net Trade Working Capital(b) | $1,110 | $822 |

  77. Payout Decisions at End of Fiscal Year

    | Threshold and Max are set at 85% and 115% of Target respectively.(a) |

  78. Payout Decisions at End of Fiscal Year

    | Threshold and Max are set at 90% and 110% of Target respectively. Amounts shown in millions.(b) |

  79. Payout Decisions at End of Fiscal Year

    | Threshold and Max are set at 85% and 115% of Target respectively. Amounts shown in millions.(c) |

  80. Payout Decisions at End of Fiscal Year

    | See Appendix A for a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures. Organic Revenue and Operating EBITDA have been reconciled for the sum of businesses.* |

  81. Payout Decisions at End of Fiscal Year

    The discretionary payout factor of 70% was applied to 2020 STIP awards for NEOs.

  82. Payout Decisions at End of Fiscal Year

    | Name | Year End Base Salary ($) | STIP Target (%) | STIP Target ($) | Payout Factor (%) | Individual Performance Factor (%) | Total STIP Payout ($) | | Edward D. Breen | 1,000,000 | 150% | 1,500,000 | 70% | 100% | 1,050,000 | | Lori Koch | 700,000 | 100% | 700,000 | 70% | 125%(a) | 612,500 | | Matthias Heinzel | 896,979 | 100% | 896,979 | 70% | 100% | 627,885 | | Rose Lee | 625,000 | 100% | 625,000 | 70% | 100% | 437,500 | | Randy Stone | 600,000 | 100% | 600,000 | 70% | 115%(b) | 483,000 | | C. Marc Doyle | - | - | 236,712(c) | 70% | - | 236,712(c) | | Jeanmarie F. Desmond | - | - | 92,055(c) | 70% | - | 92,055(c) |

  83. Payout Decisions at End of Fiscal Year

    | 40 | |

  84. Payout Decisions at End of Fiscal Year

    | The Committee approved a 125% Individual Performance Factor for Ms. Koch in light of the above expectation results delivered despite unprecedented market conditions and significant structural cost savings she was instrumental in implementing.(a) |

  85. Payout Decisions at End of Fiscal Year

    | The Committee approved a 115% Individual Performance Factor for Mr. Stone due to the extraordinary actions he took to mitigate the impact of the pandemic on the Transportation & Industrial business during the year.(b) |

  86. Payout Decisions at End of Fiscal Year

    | Under the Senior Executive Severance Plan, Mr. Doyle and Ms. Desmond were entitled to a prorated STIP for 2020 in connection with their departure based on the greater of actual or target performance for time employed in 2020. Value reflects prorated target value.(c) |

  87. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Committee views long-term compensation as a critical executive compensation program element that aligns executives’ interests with those of stockholders. Long-term incentives represent a significant portion of an executives’ overall compensation package. The Committee reviews the target LTI award opportunities for executive officers each year as part of its annual executive compensation review. The Committee approved increases to LTI targets for Mr. Stone and Ms. Lee. The Committee considered these changes appropriate after careful review of the market data and to improve retention and alignment to the long-term performance of the Company. Additionally, the Committee, and in the case of Mr. Breen, the Board, approved increases to LTI targets for Mr. Breen and Ms. Koch in recognition of their new roles as CEO and CFO, respectively. 2020 LTI awards for executive officers were majority weighted on performance driven awards with 60% of the grant value awarded as PSUs, 20% of the grant value awarded as Stock Options, and the remaining 20% as RSUs. There were no special LTI awards delivered to NEOs in 2020. The table below details the 2020 LTI awards to NEOs except for Mr. Doyle and Ms. Desmond. Mr. Doyle and Ms. Desmond did not receive any LTI awards in 2020 prior to their departure on February 17, 2020.

  88. Long-Term Incentive Compensation

    | Named Executive Officer | RSU Grant Value ($)(a) | Stock Options Grant Value ($)(a) | PSU Grant Value ($)(a)(b) | Total Target Grant Value ($)(a) | | Edward D. Breen(c) | 2,000,000 | 2,000,000 | 6,000,000 | 10,000,000 | | Lori Koch | 500,000 | 500,000 | 1,500,000 | 2,500,000 | | Matthias Heinzel | 280,000 | 280,000 | 840,000 | 1,400,000 | | Rose Lee | 350,000 | 350,000 | 1,050,000 | 1,750,000 | | Randy Stone | 350,000 | 350,000 | 1,050,000 | 1,750,000 |

  89. Long-Term Incentive Compensation

    | Actual values shown in the Grants of Plan Based Awards table will vary slightly from the amount shown above as DuPont only issues awards in whole shares.(a) |

  90. Long-Term Incentive Compensation

    | Actual values show in the Grants of Plan Based Awards table will vary due to the fair market value being calculated using the Monte Carlo value, while number of shares was determined utilizing the close price on August 3, 2020 for Mr. Breen and February 19, 2020 for all other NEOs.(b) |

  91. Long-Term Incentive Compensation

    | Mr. Breen’s annual award was issued August 3, 2020. The price used to determine the number of shares awarded and the strike price were set to match the management grant made on February 19, 2020, rather than utilizing the actual fair market price on the date of grant. This was done to align his compensation opportunity with the rest of management.(c) |

  92. 2020 Performance Share Unit Program

    2020 Performance Share Unit Program The 2020 PSUs are earned, and vest based on the achievement of Adjusted ROIC and Adjusted Corporate Net Income goals, weighted equally at 50%, modified by relative total shareholder return (“Relative TSR”). Relative TSR is used to promote alignment with stockholder interests.

  93. 2020 Performance Share Unit Program

    | Metric | Weighting | Measurement | Period | | Adjusted ROIC Growth | 50% | Average over period | January 1, 2020 - December 31, 2022 | | Adjusted Corporate Net Income | 50% | Three distinct measurements, with targets for periods 2 and 3 being a projected annual growth rate based off prior period actual performance | January 1, 2020 - December 31, 2020 January 1, 2021 - December 31, 2021 January 1, 2022 - December 31, 2022 | | Relative TSR | Modifier | Point-to-point against S&P 500 | January 1, 2020 - December 31, 2022 |

  94. 2020 Performance Share Unit Program

    | | 41 |

  95. 2020 Performance Share Unit Program

    | Period Relative TSR | Applied Modifier | | <25 percentile against S&P 500 | 0.75 | | 25 – 75 percentile against S&P 500 | 1.00 | | >75 percentile against S&P 500 | 1.25 |

  96. 2020 Performance Share Unit Program

    The initial payout range of the PSUs is 0% to 200% depending on achievement versus Adjusted ROIC Growth and Adjusted Corporate Net Income. The payout is then subject to a modification based on Relative TSR. The maximum payout is capped at 200%. DuPont believes disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. However, such targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs. The 2020 performance metrics were approved by the Committee in February of 2020 prior to the onset of the COVID-19 pandemic. No adjustments were made to the Long-Term Incentive plan awards with regard to COVID-19, as the Committee believes that the final overall impact is not possible to determine at this time. The Committee will continue to review all compensation plans to ensure they align to the DuPont pay-for-performance strategy.

  97. E. Breen Employment Agreement

    E. Breen Employment Agreement In light of the significant value Mr. Breen brings to the Company, the Board sought to extend the term of Mr. Breen’s employment with the Company. On December 28, 2020, the Company entered into an amended and restated employment agreement with Mr. Breen to extend the term of Mr. Breen’s employment from December 31, 2020 to December 31, 2023 (the “2020 Agreement”). This current agreement replaces Mr. Breen’s previous employment agreement, which was executed in connection with the spin-off of Corteva from the Company (the “2019 Agreement”). The 2020 Agreement provides for an annual salary of $1 million, an annual bonus target of 150% of base salary and an annual long-term incentive grant with a grant date fair value of $10 million at target. Mr. Breen remains eligible for retirement vesting under his incentive awards as applicable upon any employment termination other than by the Company for Cause (as defined in the 2020 Agreement). Mr. Breen’s base salary, annual bonus target and annual long-term incentive target are subject to increase at the discretion of a majority of the independent members of the Board upon recommendation from the Committee. Under the 2019 Agreement, Mr. Breen would have been entitled to a lump sum retention payment on December 31, 2020 equal to three times his base salary and target bonus as Executive Chairman. In light of Mr. Breen’s return to the Chief Executive Officer role, as part of the 2020 Agreement, the Board approved a successor retention benefit commensurate with that role. Under the 2020 Agreement, Mr. Breen is now eligible for a payment of $10 million on December 31, 2022 and $5 million on December 31, 2023, in each case generally subject to continued employment through the applicable date, with payment of the full amount (to the extent not yet paid) due upon certain earlier qualifying terminations of employment (including a termination by the Company without Cause or by him for “good reason”). In light of this retention benefit, Mr. Breen has waived his eligibility for cash severance payments under the severance arrangements otherwise available to our senior leadership team. As under the 2019 Agreement, Mr. Breen is eligible for certain severance benefits upon any termination of his employment other than by the Company for Cause: a pro-rata annual bonus payment and the non-cash severance benefits payable upon a qualifying employment termination under the Company’s Senior Executive Severance Plan as in effect immediately before June 1, 2019 (certain employee benefit continuation rights, stock option exercise rights and financial counseling, tax preparation and outplacement benefits), but not any other cash severance payment other than the retention benefit described above. The severance is conditioned upon execution of a release of claims and compliance with certain noncompetition obligations.

  98. E. Breen Employment Agreement

    | 42 | |

  99. THE COMPENSATION PROCESS

    | • | Competitive analysis: Median levels of compensation for similar jobs and job levels in the market, taking into account revenue relative to the peer group. |

  100. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee has retained Frederic W. Cook & Co., Inc. (“F.W. Cook”) as the independent compensation consultant on executive and director compensation matters. F.W. Cook reported directly to the Committee and did not provide services to DuPont other than those provided to the Committee. F.W. Cook’s responsibilities included:

  101. Role of the Independent Compensation Consultant

    | • | Advising the Committee on trends and issues in executive compensation. |

  102. Role of the Independent Compensation Consultant

    | • | Reviewing and advising on the group of companies in the peer group. |

  103. Role of the Independent Compensation Consultant

    | • | Consulting on the competitiveness of the compensation structure and levels of DuPont’s executive officers and non-employee directors. |

  104. Role of the Independent Compensation Consultant

    | 44 | |

  105. Role of the Independent Compensation Consultant

    | • | Providing advice and recommendations related to the compensation and design of DuPont’s compensation programs. |

  106. Role of the Independent Compensation Consultant

    | • | Reviewing and advising on materials provided to the Compensation Committee for discussion and approval. |

  107. Role of the Independent Compensation Consultant

    | • | Participating in Compensation Committee meetings as requested, including executive sessions of the Committee when management is not present, and communicating with the Chair of the Committee between meetings. |

  108. Role of the Independent Compensation Consultant

    F.W. Cook has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the Committee has determined that the compensation consultant’s work has not raised any conflicts of interest. The Committee has considered factors relevant to F.W. Cook’s independence from management under SEC rules and has determined that F.W. Cook is independent from management.

  109. Peer Group and Benchmarking

    Peer Group and Benchmarking The Committee, with the support of the management team and F.W. Cook, created a DuPont peer group, that has been utilized throughout the year, including when making 2020 compensation decisions. The criteria reviewed when setting the peer group, that became the basis of the DuPont peer group, were as follows:

  110. Peer Group and Benchmarking

    | • | Revenues (1/3 to 3 times DuPont revenues) |

  111. Peer Group and Benchmarking

    | • | Market Capitalization (1/3 to 3 times DuPont market capitalization) |

  112. Peer Group and Benchmarking

    | • | Industry (Industrials, Specialty Chemicals, Construction and Materials) |

  113. Peer Group and Benchmarking

    | • | Global presence |

  114. Peer Group and Benchmarking

    | • | Capital Intensity |

  115. Peer Group and Benchmarking

    | • | Profit Margin |

  116. Peer Group and Benchmarking

    | • | Competitor for talent |

  117. Peer Group and Benchmarking

    The table below reflects the companies that comprise the peer group that was used for market comparisons, benchmarking, and setting executive compensation for 2020. The peer group was put in place in 2019 following the Dow and Corteva Distributions.

  118. Peer Group and Benchmarking

    | 3M Company | Ecolab Inc. | Johnson Controls International plc | | Air Products and Chemicals, Inc. | Emerson Electric Co. | Lockheed Martin Corporation | | Caterpillar, Inc. | Honeywell International Inc. | Medtronic plc | | Celanese Corporation | Illinois Tool Works Inc. | PPG Industries, Inc. | | Corning Incorporated | Ingredion Incorporated | The Sherwin-Williams Company | | Danaher Corporation | International Paper Company | United Technologies Corporation(a) |

  119. Peer Group and Benchmarking

    | Merged with Raytheon in April 2020, now Raytheon Technologies Corporation.(a) |

  120. Peer Group and Benchmarking

    | | 45 |

  121. Compensation and Risk Management

    on the Company. In conducting the review in 2020, the Company completed an inventory of its incentive compensation plans and policies. The evaluation covered a wide range of practices and policies including: the balanced mix between pay elements, the balanced mix between short-term and long-term programs, caps on incentive payouts, governance controls 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 clawback policy, and Compensation Committee oversight of compensation programs.

  122. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal year ended December 31, 2020.

  123. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(a) | Stock Awards ($)(b) | Option Awards ($)(c) | Non-Equity Incentive Plan Compensation ($)(d) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(e) | All Other Compensation ($)(i) | Total ($) | | Edward D. Breen(f) | 2020 | 1,000,000 | 333,000 | 7,933,152 | 2,361,998 | 717,000 | - | 524,286 | 12,869,436 | | Chief Executive Officer | 2019 | 1,387,833 | - | 15,700,061 | - | 2,583,700 | - | 601,156 | 20,272,750 | | | 2018 | 1,930,800 | - | - | 12,700,004 | 3,300,510 | - | 743,988 | 18,675,301 | | Lori Koch Chief Financial Officer | 2020 | 646,667 | 194,250 | 1,908,360 | 500,008 | 418,250 | 14,329 | 82,947 | 3,764,811 | | Matthias Heinzel(g) President, Nutrition & Biosciences | 2020 2019 | 827,980 727,632 | 340,782 62,777 | 1,068,680 5,400,004 | 280,007 600,001 | 356,101 2,008,798 | 223,611 286,864 | 561,806 48,121 | 3,658,968 9,134,197 | | Rose Lee President, Safety & Construction | 2020 | 625,000 | 241,875 | 1,335,915 | 350,002 | 195,625 | - | 112,119 | 2,860,536 | | Randy Stone President, Transportation & Industrial | 2020 | 600,000 | 276,000 | 1,335,915 | 350,002 | 207,000 | - | 108,044 | 2,876,961 | | C. Marc Doyle(h) | 2020 | 155,000 | - | - | - | 236,712 | - | 6,095,044 | 6,486,756 | | Former Chief | 2019 | 1,116,667 | - | 8,500,070 | - | 1,459,800 | 415,677 | 168,420 | 11,660,634 | | Executive Officer | 2018 | 787,500 | - | - | 3,500,005 | 868,000 | 713,290 | 168,750 | 6,037,545 | | Jeanmarie Desmond(h) Former Chief Financial Officer | 2020 2019 | 90,417 680,000 | - - | - 3,200,073 | - 800,005 | 92,055 1,729,700 | 357,782 164,939 | 2,179,939 87,880 | 2,720,193 6,662,597 |

  124. Summary Compensation Table

    Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar.

  125. Summary Compensation Table

    | Bonus amount reflects the portion of the Individual Annual Incentive Compensation which is attributed to discretion as detailed in the “Annual Incentive Compensation” section of the CD&A. This income is paid in 2021 for performance in 2020. Mr. Heinzel’s amount also includes a 13(th) Month Payment equal to one month of his base salary in 2020.(a) |

  126. Summary Compensation Table

    | Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes, FASB ASC Topic 718. Value of the Performance Share program, shown at Target, if valued assuming a maximum payout, the value of the awards would be: Mr. Breen, $13,905,140; Ms. Koch, $3,316,708; Mr. Heinzel, $1,857,341; Ms. Lee, $2,321,779 and Mr. Stone, $2,321,779. 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, 2020.(b) |

  127. Summary Compensation Table

    | DuPont’s valuation for financial accounting purposes uses the widely accepted Black-Scholes option valuation model. Options awarded on February 19, 2020 had a grant date fair value of $8.84 per option and an exercise price of $53.50. Options awarded to Mr. Breen on August 3, 2020 were determined based on a Black-Scholes value of $8.84 and have an exercise price of $53.50 to be consistent with awards granted on February 19, 2020 to all other members of management and have a fair market value of $10.44 per option. 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, 2020.(c) |

  128. Summary Compensation Table

    | Individual Annual Incentive Compensation results are detailed in the Annual Incentive Compensation section of the CD&A and reflect income paid in 2021 for actual performance achieved in 2020.(d) |

  129. Summary Compensation Table

    | Messrs. Breen and Stone and Ms. Lee were not participants in the DuPont Pension Restoration Plan. Amounts shown for Mr. Heinzel and Mses. Desmond and Koch represent the change in pension value. Mr. Doyle had a decrease in his pension value in the amount of $437,492. DuPont does not credit participants in the non-qualified plans with above-market earnings; therefore, no such amounts are reflected here.(e) |

  130. Summary Compensation Table

    | Mr. Breen served as Executive Chairman through February 16, 2020. Mr. Breen also became Chief Executive Officer of the Company on February 17, 2020.(f) |

  131. Summary Compensation Table

    | 48 | |

  132. Summary Compensation Table

    | Mr. Heinzel is a German employee and his salary, bonus, and other non-equity related compensation items are paid in Euros. U.S. Dollar amounts in this Proxy statement with respect to Mr. Heinzel have been converted from Euros at a rate of 1.22 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each day in December 2020.(g) |

  133. Summary Compensation Table

    | Mr. Doyle and Ms. Desmond left the Company on February 17, 2020 pursuant to the Senior Executive Severance Plan.(h) |

  134. Summary Compensation Table

    | All Other Compensation includes; post-employment payments, perquisites and other personal benefits; and employer contributions; to both qualified and non-qualified defined contribution plans, as applicable.(i) |

  135. Summary Compensation Table

    The following table details these amounts:

  136. Summary Compensation Table

    | Name | Post-Employment Payments ($) | Perquisites and Other Personal Benefits ($)(1) | Contributions to Defined Contribution Plans ($) | | Edward D. Breen | - | 201,753 | 322,533 | | Lori Koch | - | 11,609 | 71,338 | | Matthias Heinzel | - | 558,978 | 2,828 | | Rose Lee | - | 10,250 | 101,869 | | Randy Stone | - | 10,250 | 97,794 | | C. Marc Doyle | 6,061,056 | 20,038 | 13,950 | | Jeanmarie Desmond | 2,155,980 | 15,821 | 8,138 |

  137. Summary Compensation Table

    | The following other compensation items exceeded $10,000 in value:(1) |

  138. Summary Compensation Table

    i. Mr. Breen: Personal use of company car, legal fees associated with employment contract, and personal use of company aircraft ($194,137). ii. Ms. Koch: Personal use of company aircraft. iii. Mr. Heinzel: Company provided automobile, outplacement expenses, hotel expenses, and expenses related to his commuter assignment including host country tax, tax services, and tax equalization ($535,530). U.S. Dollar amounts for the host country tax have been converted from Danish Krone at a rate of 0.16 Dollars to one Krone. The exchange rate used was calculated by averaging exchange rates for each day in December 2020. iv. Ms. Lee: Financial and tax planning. v. Mr. Stone: Financial and tax planning. vi. Mr. Doyle: Personal use of company car and legal fees associated with separation. vii. Ms. Desmond: Financial and tax planning and legal fees associated with separation.

  139. Summary Compensation Table

    | Personal use of aircraft includes use of corporate aircraft for travel to outside board meetings. The incremental cost to the Company of personal use of Company aircraft is calculated for the direct operating costs for each personal flight including fuel, landing, catering, handling, aircraft maintenance hourly maintenance service plan charges and crew travel costs. Fixed costs, which do not change based upon usage, such as pilot salaries or depreciation of the aircraft or maintenance costs not related to personal travel, are excluded. No NEO is provided a tax reimbursement for personal use of aircraft. |

  140. Summary Compensation Table

    | | 49 |

  141. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. This table includes both equity and non-equity awards.

  142. Grants of Plan-Based Awards

    | Name | Grant Date | Date of Action by the Compensation Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Stock Awards: Number of Shares of Stock or Units (#)(a) | All Other Option Awards: Number of Securities Underlying Options (#)(b) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(c) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Edward D. Breen(d) | 8/3/2020 | 8/3/2020 | - | 1,500,000 | 3,000,000 | | | | | | | | | | 8/3/2020 | 8/3/2020 | | | | 56,075 | 112,150 | 224,300 | | | | 5,971,988 | | | 8/3/2020 | 8/3/2020 | | | | | | | 37,384 | | | 1,961,165 | | | 8/3/2020 | 8/3/2020 | | | | | | | | 226,245 | 53.50 | 2,361,998 | | Lori Koch | 2/19/2020 | 2/19/2020 | - | 700,000 | 1,400,000 | | | | | | | | | | 2/19/2020 | 2/19/2020 | | | | 14,019 | 28,038 | 56,076 | | | | 1,408,349 | | | 2/19/2020 | 2/19/2020 | | | | | | | 9,346 | | | 500,011 | | | 2/19/2020 | 2/19/2020 | | | | | | | | 56,562 | 53.50 | 500,008 | | Matthias Heinzel | 2/19/2020 | 2/19/2020 | - | 896,979 | 1,793,958 | | | | | | | | | | 2/19/2020 | 2/19/2020 | | | | 7,851 | 15,701 | 31,402 | | | | 788,661 | | | 2/19/2020 | 2/19/2020 | | | | | | | 5,234 | | | 280,019 | | | 2/19/2020 | 2/19/2020 | | | | | | | | 31,675 | 53.50 | 280,007 | | Rose Lee | 2/19/2020 | 2/19/2020 | - | 625,000 | 1,250,000 | | | | | | | | | | 2/19/2020 | 2/19/2020 | | | | 9,814 | 19,627 | 39,254 | | | | 985,864 | | | 2/19/2020 | 2/19/2020 | | | | | | | 6,543 | | | 350,051 | | | 2/19/2020 | 2/19/2020 | | | | | | | | 39,593 | 53.50 | 350,002 | | Randy Stone | 2/19/2020 | 2/19/2020 | - | 600,000 | 1,200,000 | | | | | | | | | | 2/19/2020 | 2/19/2020 | | | | 9,814 | 19,627 | 39,254 | | | | 985,864 | | | 2/19/2020 | 2/19/2020 | | | | | | | 6,543 | | | 350,051 | | | 2/19/2020 | 2/19/2020 | | | | | | | | 39,593 | 53.50 | 350,002 | | C.Marc Doyle(e) | 2/19/2020 | 2/19/2020 | - | 1,800,000 | 3,600,000 | | | | | | | | | Jeanmarie Desmond(e) | 2/19/2020 | 2/19/2020 | - | 700,000 | 1,400,000 | | | | | | | |

  143. Grants of Plan-Based Awards

    | Restricted Stock Unit awards as described in the Long-Term Incentive Compensation section.(a) |

  144. Grants of Plan-Based Awards

    | Stock Option awards as described in the Long-Term Incentive Compensation section.(b) |

  145. Grants of Plan-Based Awards

    | Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table, FASB ASC Topic 178.(c) |

  146. Grants of Plan-Based Awards

    | Mr. Breen’s annual award was issued August 3, 2020. The price used to determine the number of shares awarded and the strike price were set to match the management grant made on February 19, 2020, rather than utilizing the actual fair market price on the date of grant. This was done to align his compensation opportunity with the rest of management.(d) |

  147. Grants of Plan-Based Awards

    | Mr. Doyle and Ms. Desmond left the Company on February 17, 2020 and as such were not awarded any equity compensation.(e) |

  148. Grants of Plan-Based Awards

    | 50 | |

  149. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2020. The table includes outstanding equity grants from past years as well as the current year and includes awards denominated in Dow or Corteva common stock.

  150. Outstanding Equity Awards

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Stock Ticker | 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) | | Edward D. Breen | 05/13/2015 | DD | | | | | 951 | 67,593 | | | | | 06/05/2015 | DD | | | | | 146 | 10,373 | | | | | 11/06/2015 | DD | 170,933 | - | 74.48 | 11/05/2022 | | | | | | | 02/02/2017 | DD | 113,955 | - | 85.81 | 02/01/2027 | | | | | | | 11/06/2017 | DD | 35,890 | - | 101.44 | 11/05/2027 | | | | | | | 02/15/2018 | DD | 182,550 | 91,275 | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 56,004 | 3,982,417 | | | | | 08/05/2019 | DD | | | | | | | 45,414 | 3,229,390 | | | 08/03/2020 | DD | - | 226,245 | 53.50 | 08/02/2030 | 37,549 | 2,670,099 | 112,150 | 7,974,987 | | | 05/13/2015 | CTVA | | | | | 945 | 36,591 | | | | | 06/05/2015 | CTVA | | | | | 145 | 5,615 | | | | | 11/06/2015 | CTVA | 170,933 | - | 30.10 | 11/05/2022 | | | | | | | 02/02/2017 | CTVA | 113,955 | - | 34.68 | 02/01/2027 | | | | | | | 11/06/2017 | CTVA | 35,890 | - | 41.00 | 11/05/2027 | | | | | | | 02/15/2018 | CTVA | 182,550 | 91,275 | 41.94 | 02/14/2028 | | | | | | | 02/14/2019 | CTVA | | | | | 55,677 | 2,155,826 | | | | | 05/13/2015 | DOW | | | | | 1,024 | 56,834 | | | | | 06/05/2015 | DOW | | | | | 157 | 8,721 | | | | | 11/06/2015 | DOW | 170,933 | - | 52.24 | 11/05/2022 | | | | | | | 02/02/2017 | DOW | 113,955 | - | 60.19 | 02/01/2027 | | | | | | | 11/06/2017 | DOW | 35,890 | - | 71.15 | 11/05/2027 | | | | | | | 02/15/2018 | DOW | 182,550 | 91,275 | 72.78 | 02/14/2028 | | | | | | | 02/14/2019 | DOW | | | | | 60,333 | 3,348,506 | | | | Lori Koch | 02/04/2015 | DD | 2,402 | - | 80.07 | 02/03/2022 | | | | | | | 02/03/2016 | DD | 3,810 | - | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 2,932 | - | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 826 | 414 | 103.76 | 02/14/2028 | 96 | 6,846 | | | | | 02/14/2019 | DD | | | | | 1,514 | 107,643 | | | | | 08/05/2019 | DD | - | 25,317 | 66.06 | 08/04/2029 | | | 6,812 | 484,401 | | | 02/19/2020 | DD | - | 56,562 | 53.50 | 02/18/2030 | 9,572 | 680,669 | 28,038 | 1,993,782 | | | 02/15/2018 | CTVA | 826 | 414 | 41.94 | 02/14/2028 | 96 | 3,705 | | | | | 02/15/2018 | DOW | 827 | 413 | 72.78 | 02/14/2028 | 104 | 5,777 | | | | Matthias Heinzel | 02/04/2015 | DD | 1,984 | - | 80.07 | 02/03/2022 | | | | | | | 02/03/2016 | DD | 6,183 | - | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 10,665 | - | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 11,499 | 5,750 | 103.76 | 02/14/2028 | | | | | | | 07/27/2018 | DD | | | | | 21,441 | 1,524,703 | | | | | 02/14/2019 | DD | | | | | 9,162 | 651,537 | | | | | 08/05/2019 | DD | - | 50,633 | 66.06 | 08/04/2029 | | | 13,624 | 968,803 | | | 12/17/2019 | DD | | | | | 55,818 | 3,969,235 | | | | | 02/19/2020 | DD | - | 31,675 | 53.50 | 02/18/2030 | 5,361 | 381,192 | 15,701 | 1,116,498 | | | 02/15/2018 | CTVA | 11,499 | 5,750 | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 11,500 | 5,749 | 72.78 | 02/14/2028 | | | | | | Rose Lee | 02/04/2015 | DD | 7,941 | - | 80.07 | 02/03/2022 | | | | | | | 02/03/2016 | DD | 13,251 | - | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 14,930 | - | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 11,499 | 5,750 | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 9,162 | 651,537 | | | | | 08/05/2019 | DD | - | 50,633 | 66.06 | 08/04/2029 | | | 13,624 | 968,803 | | | 02/19/2020 | DD | - | 39,593 | 53.50 | 02/18/2030 | 6,701 | 476,527 | 19,627 | 1,395,676 | | | 02/15/2018 | CTVA | 11,499 | 5,750 | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 11,500 | 5,749 | 72.78 | 02/14/2028 | | | | |

  151. Outstanding Equity Awards

    | | 51 |

  152. Outstanding Equity Awards

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Stock Ticker | 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) | | Randy Stone | 02/05/2014 | DD | 3,181 | - | 67.22 | 02/04/2021 | | | | | | | 02/04/2015 | DD | 4,565 | - | 80.07 | 02/03/2022 | | | | | | | 02/03/2016 | DD | 4,969 | - | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 10,665 | - | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 11,499 | 5,750 | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 9,162 | 651,537 | | | | | 08/05/2019 | DD | - | 50,633 | 66.06 | 08/04/2029 | | | 13,624 | 968,803 | | | 02/19/2020 | DD | - | 39,593 | 53.50 | 02/18/2030 | 6,701 | 476,527 | 19,627 | 1,395,676 | | | 02/15/2018 | CTVA | 11,499 | 5,750 | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 11,500 | 5,749 | 72.78 | 02/14/2028 | | | | | | C. Marc Doyle | 02/04/2015 | DD | 15,883 | - | 80.07 | 02/03/2022 | | | | | | | 02/02/2017 | DD | 42,658 | - | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 50,308 | 25,155 | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | | | | | | | 10,962 | 779,508 | | | 02/15/2018 | CTVA | 50,308 | 25,155 | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 50,309 | 25,154 | 72.78 | 02/14/2028 | | | | | | Jeanmarie Desmond | 02/04/2015 | DD | 9,529 | - | 80.07 | 02/03/2022 | | | | | | | 02/03/2016 | DD | 8,745 | - | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 8,531 | - | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 8,624 | 4,312 | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | | | | | | | 4,385 | 311,817 | | | 02/15/2018 | CTVA | 8,624 | 4,312 | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 8,624 | 4,312 | 72.78 | 02/14/2028 | | | | |

  153. Outstanding Equity Awards

    | Stock Option award grants vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. Awards granted in August 2019 to Messrs. Heinzel and Stone and Mses. Koch and Lee vest on December 31, 2021.(a) |

  154. Outstanding Equity Awards

    | RSU award grants vest in three equal installments on the first, second, and third anniversaries of the grant date shown in the table. Awards granted to Mr. Breen in 2015 in his capacity as a non-employee director (prior to his being named CEO of EID) must be held until his retirement from service on the Board. Award granted to Mr. Heinzel in July 2018 will fully vest on the third anniversary of the grant date shown in the table. Award granted to Mr. Heinzel in December 2019 will have 75% of units vest March 31, 2021 and the remaining units vest December 17, 2022.(b) |

  155. Outstanding Equity Awards

    | Market values based on the December 31, 2020 closing stock price of $71.11 per share of DuPont common stock, $38.72 per share of Corteva common stock, and $55.50 per share of Dow common stock.(c) |

  156. Outstanding Equity Awards

    | PSUs granted August 5, 2019, February 19, 2020, and August 3, 2020 are shown at the target level of performance. The total actual number of shares to be delivered will be determined at the end of the performance period.(d) |

  157. Outstanding Equity Awards

    | 52 | |

  158. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received from stock option exercises and stock grants vested during 2020.

  159. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Edward D. Breen | - | - | 82,802 | 3,661,802 | | Lori Koch | - | - | 1,248 | 63,443 | | Matthias Heinzel | - | - | 4,473 | 237,660 | | Rose Lee | - | - | 4,473 | 237,660 | | Randy Stone | - | - | 4,473 | 237,660 | | C. Marc Doyle | 42,560 | 194,938 | 126,808 | 6,737,921 | | Jeanmarie Desmond | - | - | 26,837 | 1,425,958 |

  160. Option Exercises and Stock Vested

    | Reflects delivery of shares from the 2017, 2018, and 2019 Annual Restricted Stock Unit grants as well as Mr. Doyle’s 2015 Restricted Stock Unit grant. Reflects vesting in DuPont, Corteva, and Dow shares.(a) |

  161. Pension Benefits

    Pension Benefits The following table lists the pension program participation and actuarial present value of each NEO’s defined benefit pension, if any, as of December 31, 2020.

  162. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(a) | Payment During Last Fiscal Year ($) | | Edward D. Breen(b) | DuPont Pension Restoration Plan | - | - | - | | Lori Koch | DuPont Pension Restoration Plan | 15.29 | 90,063 | - | | Matthias Heinzel(b) | DuPont Alters—und Risikovorsorge II Plan | 18.00 | 1,377,968 | - | | | Versorgungslohn | 16.00 | 729,404 | - | | Rose Lee(b) | DuPont Pension Restoration Plan | - | - | - | | Randy Stone(b) | DuPont Pension Restoration Plan | - | - | - | | C. Marc Doyle | DuPont Pension Restoration Plan | 23.23 | - | 3,167,283 | | Jeanmarie Desmond | DuPont Pension Restoration Plan | 29.54 | - | 2,111,778 |

  163. Pension Benefits

    | The form of payment, interest rate, and mortality are based on assumptions noted in the description below.(a) |

  164. Pension Benefits

    | Messrs. Breen, Heinzel, and Stone and Ms. Lee are not eligible to, and do not, participate in DuPont’s Pension Restoration Plan.(b) |

  165. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information on compensation the NEOs have elected to defer as described in the narrative that follows.

  166. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(a) | Company Contributions in Last Fiscal Year ($)(b) | Aggregate Earnings in Last Fiscal Year ($) | Aggregated Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Edward D. Breen | 197,922 | 296,883 | 579,530 | - | 3,829,027 | | Lori Koch | 30,459 | 45,688 | 13,604 | - | 115,885 | | Matthias Heinzel(c) | - | - | - | - | - | | Rose Lee | 50,813 | 76,219 | 7,253 | - | 402,142 | | Randy Stone | 229,746 | 72,144 | 299,674 | - | 2,025,797 | | C. Marc Doyle | - | - | (28,605) | 896,369 | - | | Jeanmarie Desmond | - | - | 43,580 | 356,544 | 371,073 |

  167. Non-Qualified Deferred Compensation

    | Executive contributions are included in salary for 2020 in the Summary Compensation Table.(a) |

  168. Non-Qualified Deferred Compensation

    | Company contributions are included in All Other Compensation for 2020 in the Summary Compensation Table.(b) |

  169. Non-Qualified Deferred Compensation

    | All plans under which Mr. Heinzel participates are considered tax qualified.(c) |

  170. Non-Qualified Deferred Compensation Programs

    Non-Qualified Deferred Compensation Programs DuPont offers non-qualified deferred compensation programs under which eligible participants can voluntarily elect to defer some portion of base salary, STIP, or LTI awards until a future date. Deferrals are credited to an account, and earnings are calculated thereon in accordance with the applicable investment option or interest rate. With the exception of the DuPont Retirement Savings Restoration Plan, there are no company contributions or matches. The DuPont Retirement Savings Restoration Plan was adopted to restore company contributions that would be lost due to IRC limits on compensation that can be contributed under DuPont’s tax-qualified savings plan.

  171. Non-Qualified Deferred Compensation Programs

    | 54 | |

  172. Non-Qualified Deferred Compensation Programs

    The following provides an overview of the various deferral options as of December 31, 2020. DuPont Retirement Savings Restoration Plan (“RSRP”): Under the RSRP, NEOs can elect to defer their eligible compensation (generally, base salary plus STIP) that exceeds the regulatory limits ($285,000 in 2020) in increments of 1% up to 6%. DuPont matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. DuPont also makes an additional contribution of 3% of eligible compensation, regardless of whether the employee elects to make deferrals into the plan. Participant investment options under the RSRP mirror the options available under the tax-qualified 401(k) plan. Distributions may be made in the form of a lump sum or annual installments after separation from service. Management Deferred Compensation Plan (“MDCP”): Under the MDCP, NEOs can elect to defer the receipt of up to 60% of their base salary and/or STIP award. The Company does not match deferrals under the MDCP. Participants may select from among seven core investment options under the MDCP for amounts deferred, including DuPont Common Stock units with dividend equivalents credited as additional stock units. In general, distributions may be made in the form of a lump sum at a specified future date if prior to separation from service, or a lump sum or annual installments after separation from service.

  173. Base Salary, Annual Incentive and Other Benefits – Retirement, Death, or Disability

    | - | Non-qualified deferred compensation programs as shown in the Non-Qualified Deferred Compensation Table and accompanying narrative. |

  174. Base Salary, Annual Incentive and Other Benefits – Retirement, Death, or Disability

    | - | Pension benefits, as applicable, as shown in the Pension Benefits Table and described in the accompanying narrative. |

  175. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control DuPont has put provisions in place to ensure continuity of management in a potential change in control environment. This Plan is structured to protect the interests of stockholders by including a “double-trigger” mechanism that results in a severance payout only when:

  176. Potential Payments upon Termination or Change in Control

    | • | A change of control is consummated, and |

  177. Potential Payments upon Termination or Change in Control

    | • | The executive’s employment is terminated by the company without cause, or by the executive for good reason within a specified period following the change in control. |

  178. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

  179. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | Name | Type of Benefit | Involuntary Termination Without Cause ($) | Change in Control ($)(a) | | Edward D. Breen | Severance(b) | 15,000,000 | 15,000,000 | | | LTI Acceleration(c) | - | 12,156,767 | | | Increase in Present Value of Pension | N/A | N/A | | | Health & Welfare Benefits | 44,023 | 44,023 | | | Outplacement & Financial Planning | 29,900 | 29,900 | | | Tax Reimbursement | N/A | N/A | | Lori Koch | Severance | 2,800,000 | 3,500,000 | | | LTI Acceleration | 804,536 | 804,536 | | | Increase in Present Value of Pension | - | - | | | Health & Welfare Benefits | 29,381 | 39,174 | | | Outplacement & Financial Planning | 23,650 | 24,500 | | | Tax Reimbursement | N/A | N/A | | Matthias Heinzel | Severance(d) | 7,193,854 | 8,090,833 | | | LTI Acceleration | 6,526,640 | 6,526,640 | | | Increase in Present Value of Pension | - | - | | | Health & Welfare Benefits | - | - | | | Outplacement & Financial Planning | 21,800 | 21,800 | | | Tax Reimbursement | N/A | N/A | | Rose Lee | Severance | 2,500,000 | 3,125,000 | | | LTI Acceleration | 1,128,037 | 1,128,037 | | | Increase in Present Value of Pension | N/A | N/A | | | Health & Welfare Benefits | 29,381 | 39,174 | | | Outplacement & Financial Planning | 23,650 | 24,500 | | | Tax Reimbursement | N/A | N/A | | Randy Stone | Severance | 2,400,000 | 3,000,000 | | | LTI Acceleration | 1,128,037 | 1,128,037 | | | Increase in Present Value of Pension | N/A | N/A | | | Health & Welfare Benefits | 29,381 | 39,174 | | | Outplacement & Financial Planning | 23,650 | 24,500 | | | Tax Reimbursement | N/A | N/A | | C. Marc Doyle(e) | Severance | 6,256,712 | N/A | | | LTI Acceleration | 5,430,847 | N/A | | | Increase in Present Value of Pension | - | N/A | | | Health & Welfare Benefits | 29,337 | N/A | | | Outplacement & Financial Planning | 9,900 | N/A | | | Tax Reimbursement | N/A | N/A | | Jeanmarie Desmond(f) | Severance | 2,207,085 | N/A | | | LTI Acceleration | 950,691 | N/A | | | Increase in Present Value of Pension | 331,640.60 | N/A | | | Health & Welfare Benefits | - | N/A | | | Outplacement & Financial Planning | 25,980 | N/A | | | Tax Reimbursement | N/A | N/A |

  180. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | An executive must meet the double trigger requirement of being involuntarily terminated within two years of a change in control in order to receive benefits.(a) |

  181. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | Per the provisions of Mr. Breen’s Amended and Restated Employment Agreement, dated as of December 28, 2020, Mr. Breen is entitled to participate in the Senior Executive Severance Plan in effect immediately prior to June 1,2019 (the “Old SESP”); provided, that Mr. Breen is not eligible to receive the cash payment under Sections 2.1(b)(i) and 2.1(b)(ii) of the Old SESP. The severance value reflects the retention benefits he would be entitled to upon an involuntary termination without cause. Additionally, Mr. Breen is entitled to receive a pro-rata annual bonus upon involuntary termination without cause.(b) |

  182. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | Excludes LTI awards granted to Mr. Breen in his capacity as a non-employee director prior to his being named CEO of EID.(c) |

  183. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | Mr. Heinzel’s severance amount includes the following retention amounts he would be entitled to as disclosed in the 2020 DuPont Proxy: $896,979 otherwise payable at the successful closing of the N&B Transaction, $1,793,959 otherwise payable in April 2021, and $915,000 otherwise payable in May 2021.(d) |

  184. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | Amounts listed for Mr. Doyle are actual values paid upon involuntary termination without cause effective February 17, 2020. Amounts listed for Mr. Doyle include reimbursement of certain attorney’s fees in connection with his separation from service.(e) |

  185. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | Amounts listed for Ms. Desmond are actual values paid upon involuntary termination without cause effective February 17, 2020. Amounts listed for Ms. Desmond include reimbursement of certain attorney’s fees in connection with her separation from service.(f) |

  186. INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES

    | | 57 |

  187. 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, the following information is provided about the relationship of the annual total compensation of the Company’s employees (other than the CEO) and the annual total compensation for the CEO, Edward D. Breen. For 2020:

  188. CEO PAY RATIO

    | • | The annual total compensation for the median employee was $88,338, and |

  189. CEO PAY RATIO

    | • | The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $12,869,436. |

  190. CEO PAY RATIO

    Based upon the calculation of compensation for both the CEO and the median employee, the estimated ratio of CEO pay to median employee pay for 2020 was 146:1. 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. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing the pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2019 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2020. As a result, we used the same median employee for the 2020 CEO pay ratio as we did for the 2019 CEO pay ratio disclosure.

  191. CEO PAY RATIO

    | 58 | |

  192. CEO PAY RATIO

    The median employee was identified in 2019 from the population of all employees worldwide as of October 31, 2019 utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2019 for hourly workers, and upon salary levels for the remaining employees. The Company used a valid statistical sampling methodology to identify employees who the Company expected to be paid within a 5% range of the median. The Company selected an employee from that group as the median employee for purposes of preparing the ratio of CEO pay to median employee pay and that employee was re-identified for the 2020 CEO pay ratio disclosure.

  193. CEO PAY RATIO

    | | 59 |

  194. 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. For the 2022 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on October 13, 2021, and the close of business on November 12, 2021. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance. If the Amended Bylaws become effective as described in Agenda Item 4, the Amended Bylaws will be posted promptly at the same internet address location.

  195. BOARD OF DIRECTORS

    BOARD OF DIRECTORS (A) Power of the Board of Directors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors shall be expressly authorized to: 1. determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the business and affairs of the Company; 2. establish one or more committees of the Board of Directors, by the affirmative vote of a majority of the entire Board of Directors, to which may be delegated any or all of the powers and duties of the Board of Directors to the fullest extent permitted by law; and 3. exercise all such powers and do all such acts as may be exercised by the Company, subject to the provisions of the laws of the State of Delaware, this Certificate of Incorporation, and the Amended and Restated Bylaws of the Company (as the same may be amended and/or restated from time to time, the “Bylaws”). B. Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by a vote of a majority of the entire Board of Directors in the manner provided in the Bylaws. As used in this Certificate of Incorporation, the term “entire Board of Directors” means the total authorized number of directors that the Company would have if there were no vacancies. C. Vacancies. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock to elect directors, any vacancies on the Board of Directors for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall be filled exclusively by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by stockholders. Any directors elected to fill a vacancy shall hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.

  196. BOARD OF DIRECTORS

    | | B-3 |

  197. BOARD OF DIRECTORS

    D. Removal of Directors. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting as a single class.