DEF 14A of DuPont de Nemours, Inc.
Filed Apr 8, 2022 · FY20210001193125-22-100347
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.
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 55 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 66 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 2 | | Ruby R. Chandy | | | | | | | | Age 60 Former President, Industrial Division, Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin | | | | | | | | Age 53 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 70 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 55 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson* | | | | | | | | Age 64 President, The Ohio State University | ● | | | | | 1 | | Luther C. Kissam | | | | | | | | Age 57 Partner, Bernhard Capital Partners Management, LP | ● | ● | ● | | | 1 | | Frederick M. Lowery | | | | | | | | Age 51 Senior Vice President, Thermo Fisher, President, Customer Channels | ● | | | CH | ● | | | Raymond J. Milchovich | | | | | | | | Age 72 Chief Executive Officer, NTS | ● | | | ● | ● | | | Deanna M. Mulligan | | | | | | | | Age 58 Chief Executive Officer, Purposeful | ● | | | ● | ● | | | Steven M. Sterin | | | | | | | | Age 50 Co-Founder & President, G&S Energy Holdings, LLC | ● | CH | | | ● | 1 |
Director Nominees
CH = Chair
Director Nominees
| Dr. Johnson has been nominated by the Board for election to the Board at the Annual Meeting.* |
Director Nominees
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Executive Compensation Governance Practices
| Compensation Tables and Narratives | 54 | | Summary Compensation Table | 54 | | Grants of Plan-Based Awards | 56 | | Outstanding Equity Awards | 57 | | Option Exercises and Stock Vested | 59 | | Benefits | 59 | | Pension Benefits | 59 | | Defined-Benefit Retirement Plans | 60 | | Supplemental Retirement Plans | 60 | | Non-Qualified Deferred Compensation | 60 | | Other Retirement Benefits | 61 | | Potential Payments Upon Termination or Change in Control | 62 | | Compensation Committee Interlocks and Insider Participation | 65 | | Compensation Committee Report | 65 | | CEO Pay Ratio | 65 | | Agenda Item 2: Advisory Resolution to Approve Executive Compensation | 66 | | Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 67 | | Audit Committee Report | 69 | | Agenda Item 4: Stockholder Proposal – Independent Board Chair | 71 | | Additional Information | 74 | | Appendix A – Non-GAAP Reconciliation | A-1 |
Director Nominee Diversity and Skills Matrix
Director Nominee Diversity and Skills Matrix
Director Nominee Diversity and Skills Matrix
| | | | | | | | | | | | | | | KNOWLEDGE, SKILLS & EXPERTISE | | | | | | | | | | | | | | CEO of Public Company | | ● | | ● | ● | | | ● | | ● | | | | Public Company Board Experience | | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Compensation/Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability | | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | | Finance and Accounting | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business | ● | ● | ● | ● | ● | | | ● | ● | ● | ● | ● | | I.T. / Cybersecurity | ● | ● | ● | ● | ● | ● | | | ● | | ● | ● | | Lobbying / Public Affairs | | ● | ● | | ● | | ● | | ● | ● | ● | | | Mergers & Acquisitions | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Science & Technology | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | | | Manufacturing and Operations | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | DEMOGRAPHICS | | | | | | | | | | | | | | Race / Ethnicity / Underrepresented Groups | | | | | | | | | | | | | | African American or Black | | | | | | | | | ● | | | | | Alaskan Native or American Indian | | | | | | | | | | | | | | Asian | | | ● | | | | | | | | | | | Hispanic or Latino | | | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | White | ● | ● | | ● | ● | ● | ● | ● | | ● | ● | ● | | Two or More Races or Ethnicities | | | | | | | | | | | | | | Race or Ethnicity Undisclosed | | | | | | | | | | | | | | LGBTQ+ | | | | | | | ● | | | | | |
Director Nominee Diversity and Skills Matrix
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Director Nominee Diversity and Skills Matrix
| | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | Male | | ● | | ● | ● | ● | | ● | ● | ● | | ● | | Female | ● | | ● | | | | ● | | | | ● | | | Age | 55 | 66 | 60 | 53 | 70 | 55 | 64 | 57 | 51 | 72 | 58 | 50 | | Year Joined Board | 2019 | 2017 | 2019 | 2019 | 2017 | 2019 | 2022* | 2019 | 2019 | 2019 | 2021 | 2019 |
Director Nominee Diversity and Skills Matrix
| Dr. Johnson is currently standing for election to the Board of Directors.* |
Director Nominee Diversity and Skills Matrix
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Election of Directors
Election of Directors
Election of Directors
| Board Composition The Board currently consists of eleven members, with Mr. Breen serving as Executive Chairman and Chief Executive Officer and Mr. Cutler serving as Lead 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. 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 instructions, 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 on 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. The Board recommends a vote FOR the election of ALL of these nominees as directors. | |
Election of Directors
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Election of Directors
| (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 55 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 66 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 2 | | Ruby R. Chandy | | | | | | | | Age 60 Former President, Industrial Division Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin | | | | | | | | Age 53 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 70 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 55 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson* | | | | | | | | Age 64 President, The Ohio State University | ● | | | | | 1 | | Luther C. Kissam | | | | | | | | Age 57 Partner, Bernhard Capital Partners Management LP | ● | ● | ● | | | 1 | | Frederick M. Lowery | | | | | | | | Age 51 Senior Vice President, Thermo Fisher, President, Customer Channels | ● | | | CH | ● | | | Raymond J. Milchovich | | | | | | | | Age 72 Chief Executive Officer, NTS | ● | | | ● | ● | | | Deanna M. Mulligan | | | | | | | | Age 58 Chief Executive Officer, Purposeful | ● | | | ● | ● | | | Steven M. Sterin | | | | | | | | Age 50 Co-Founder & President, G&S Energy Holdings, LLC | ● | CH | | | ● | 1 |
Election of Directors
CH = Chair
Election of Directors
| Dr. Johnson has been nominated by the Board for election to the Board at the Annual Meeting.* |
Election of Directors
| 2022 Proxy Statement | 21 |
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.
Director Nominees
| Age: 55 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability Other Boards: None | Amy G. Brady Executive Vice President and Chief Information Officer, KeyCorp 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. |
Director Nominees
| Age: 66 Director Since: 2017 Committees: None Other Boards: 2 | Edward D. Breen Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. 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. |
Director Nominees
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Director Nominees
| Age: 60 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability (Chair) Other Boards: 2 | Ruby R. Chandy Former President of the Industrial Division of Pall Corporation 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 Inc. and Boston Scientific Corporation. Ms. Chandy currently serves on the boards of Flowserve Corporation and Thermo Fisher Scientific Inc. She also sits on the Executive Advisory Board of Pritzker Private Capital and on the DuBois Chemical/Altas PE board. Ms. Chandy previously served on the Board of AMETEK, Inc. until January 2021. 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. |
Director Nominees
| Age: 53 Director Since: 2019 Committees: Audit; Nomination and Governance Other Boards: 1 | Terrence R. Curtin Chief Executive Officer and Board Member, TE Connectivity 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. |
Director Nominees
| 2022 Proxy Statement | 23 |
Director Nominees
| Age: 70 Director Since: 2017 Committees: Nomination and Governance (Chair); People and Compensation Other Boards: 1 | Alexander M. Cutler Former Chairman and Chief Executive Officer, Eaton 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 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. |
Director Nominees
| Age: 55 Director Since: 2019 Committees: Audit; Nomination and Governance Other Boards: 1 | Eleuthère I. du Pont President, Longwood Foundation 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. |
Director Nominees
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Director Nominees
| Age: 64 Other Boards: 1 | Kristina M. Johnson President, The Ohio State University Dr. Johnson has served as the President of The Ohio State University since September 2020. Previously Dr. Johnson served as the chancellor of the State University of New York from September 2017 to August 2020. From January 2014 to September 2017, Dr. Johnson served as the Chief Executive Officer of Cube Hydro Partners, LLC, a clean energy company, and a joint venture between Enduring Hydro, a company she founded in January 2011 and I Squared Capital, a private equity firm. From May 2009 to October 2010, Dr. Johnson served as Under Secretary of Energy at the U.S. Department of Energy. Prior to this, Dr. Johnson was Provost and Senior Vice President for Academic Affairs at The Johns Hopkins University from 2007 to 2009 and Dean of the Pratt School of Engineering at Duke University from 1999 to 2007. Previously, she served as a professor in the Electrical and Computer Engineering Department, University of Colorado and as director of the National Science Foundation Engineering Research Center for Optoelectronics Computing Systems at the University of Colorado, Boulder. Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015 and she is also a member of the National Academy of Engineering and the National Academy of Inventors. Dr. Johnson currently serves as director of Cisco Systems, Inc. She previously served as a director of Boston Scientific Corporation until 2017 and The AES Corporation until 2019. Dr. Johnson does not currently serve on the Board. Dr. Johnson 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 Dr. Johnson be nominated to stand for election at the Annual Meeting. Skills and Expertise: Dr. Johnson has an engineering background with expertise in science, technology, business, education and government. In addition, she has leadership and management experience, both in an academic context as chancellor, provost and dean of nationally recognized academic institutions and in a corporate context as a board member of public companies. |
Director Nominees
| 2022 Proxy Statement | 25 |
Director Nominees
| Age: 57 Director Since: 2019 Committees: Audit; Nomination and Governance Other Boards: 1 | Luther C. Kissam Partner, Bernhard Capital Partners Management, LP 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, remaining a board member until May 2021. 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 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. |
Director Nominees
| Age: 51 Director Since: 2019 Committees: People and Compensation (Chair); Environment, Health, Safety & Sustainability Other Boards: None | Frederick M. Lowery Senior Vice President and President, Customer Channels, Thermo Fisher Scientific Inc. Mr. Lowery has served as Senior Vice President and President, Customer Channels, of Thermo Fisher Scientific Inc. since January 2021. In January 2022, Mr. Lowery also assumed responsibility for Thermo Fisher’s business in Europe, the Middle East and Africa. Since joining Thermo Fisher in 2005, he has held several senior leadership positions across the Company, including previously serving as President, Life Sciences Solutions and Laboratory Products. 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 Board of Trustees for Boston Medical Center. He is also on the Board of Trustees for both Tennessee Tech and its Foundation. 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 significant manufacturing and global supply chain knowledge and experience. |
Director Nominees
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Director Nominees
| Age: 72 Director Since: 2019 Committees: People and Compensation; Environment, Health, Safety & Sustainability Other Boards: None | Raymond J. Milchovich Chief Executive Officer, National Technical Systems Mr. Milchovich has served as the CEO and Lead Director of National Technical Systems (NTS) since May 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. 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. |
Director Nominees
| Age: 58 Director Since: 2021 Committees: People and Compensation; Environment, Health, Safety & Sustainability Other Boards: None | Deanna M. Mulligan Chief Executive Officer, Purposeful Ms. Mulligan has served as Chief Executive Officer of Purposeful, an advisory firm, since January 2021. Previously, 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 New York Presbyterian Hospital, Director of Chief Executives for Corporate Purpose, and Director of Partnership for New York City. She previously served as a director of ARCH Capital Group from 2013 to 2016. Ms. Mulligan joined the DuPont Board of Directors in April 2021. 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. |
Director Nominees
| 2022 Proxy Statement | 27 |
Director Nominees
| Age: 50 Director Since: 2021 Committees: Audit (Chair); Environment, Health, Safety & Sustainability Other Boards: 1 | Steven M. Sterin Co-Founder & President, G&S Energy Holdings, LLC G&S Energy is an independent energy company focused on the acquisition, safe operation and optimization of downstream and renewable energy assets in the U.S. Mr. Sterin has served as the President of G&S Energy Holdings, LLC since its inception in August 2021. Previously, 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 served as a Senior External Advisor to McKinsey & Company from 2019 to August 2021. 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. |
AGENDA ITEM 1: ELECTION OF DIRECTORS
AGENDA ITEM 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR all 12 director nominees.
AGENDA ITEM 1: ELECTION OF DIRECTORS
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Director Compensation
Director Compensation We compare our 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 & Analysis. We target the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to our non-employee directors in 2021. For a description of compensation paid to Mr. Breen as Executive Chairman, see the Compensation Discussion & Analysis and Summary Compensation Table in this Proxy Statement. Non-Employee Directors’ Fees 2021 directors’ fees, as stated below, are paid only to directors who are not our employees. An overview of the 2021 compensation elements for non-employee directors is below.
Director Compensation
| Compensation Element | | ($) | | Cash Retainer | | 115,000 | | Equity Retainer | | 170,000 | | Total Retainer | | 285,000 | | Annual Committee Chair Fees | Audit | 35,000 | | | Compensation | 25,000 | | | All Other | 20,000 | | Lead Independent Director Fees | | 50,000 |
Director Compensation
Director Compensation for 2021
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Change in Non-Qualified Deferred Compensation Earnings ($)(c) | All Other Compensation ($)(d) | Total ($) | | Amy Brady | 115,000 | 170,049 | — | 300 | 285,349 | | Ruby Chandy | 135,000 | 170,049 | — | 300 | 305,349 | | Frank Clyburn (e) | 131,667 | 170,049 | — | 300 | 302,016 | | Terrence Curtin | 115,000 | 170,049 | — | 300 | 285,349 | | Alexander M. Cutler | 185,000 | 170,049 | — | 19,627 | 374,676 | | Eleuthere I. du Pont | 115,000 | 170,049 | — | 14,099 | 299,148 | | Rajiv L. Gupta (f) | 56,250 | — | — | 100 | 56,350 | | Luther C. Kissam IV | 115,000 | 170,049 | — | 300 | 285,349 | | Fred Lowery | 115,000 | 170,049 | — | 300 | 285,349 | | Raymond J. Milchovich | 115,000 | 170,049 | — | 300 | 285,349 | | Deanna M. Mulligan | 76,667 | 184,227 | — | 225 | 261,119 | | Steven M. Sterin | 150,000 | 170,049 | — | 300 | 320,349 |
Director Compensation
| In addition to the annual retainer, the amount in this column includes lead independent director and committee chair fees.(a) |
Director Compensation
| The full grant date fair value of Restricted Stock Units granted on April 28, 2021 is based on $77.05 per share with a total value of $170,049 for all non-employee directors with the exception of Ms. Mulligan who received a total value of $184,227, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Ms. Mulligan joined our Board on April 27, 2021 and was eligible to receive a pro rata payment for the period from her election through May 27, 2021 (the first anniversary of the 2020 Annual Meeting of Stockholders).(b) |
Director Compensation
| 2022 Proxy Statement | 29 |
Director Compensation
| 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. In 2021, no above-market earnings were accrued under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors.(c) |
Director Compensation
| Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2021 for non-employee directors under EID’s discontinued directors’ charitable gift plan.(d) |
Director Compensation
| Mr. Clyburn became the Chair of the People and Compensation Committee in April 2021 in connection with Mr. Gupta’s retirement from the Board.(e) |
Director Compensation
| Mr. Gupta did not stand for reelection at the 2021 annual meeting because he had reached retirement age under the Board retirement policy.(f) |
Director Compensation
Outstanding equity awards for individual directors are noted below:
Director Compensation
| | Outstanding Stock Awards at December 31, 2021* | | | | Name | DD | CTVA | DOW | | Amy Brady | 7,378 | — | — | | Ruby Chandy | 9,096 | 957 | 1,072 | | Frank Clyburn | 8,130 | — | — | | Terrence Curtin | 8,130 | — | — | | Alexander M. Cutler | 16,048 | 7,843 | 8,787 | | Eleuthere I. du Pont | 16,048 | 7,843 | 8,787 | | Rajiv L Gupta | 6,671 | 767 | 859 | | Luther C. Kissam IV | 9,096 | 957 | 1,072 | | Fred Lowery | 8,130 | — | — | | Raymond J. Milchovich | 8,130 | — | — | | Deanna M. Mulligan | 2,419 | — | — | | Steven M. Sterin | 9,462 | 1,320 | 1,479 |
Director Compensation
| DowDuPont awards held by non-employee directors were generally converted into awards denominated in Dow, Corteva and DuPont stock at the time of Dow Distribution and the Corteva Distribution, respectively.* |
Director Compensation
Non-Employee Directors’ Stock Grant In April 2021, all acting non-employee directors received a grant of 2,207 Restricted Stock Units (“RSUs”), with provisions limiting transfer until retirement or termination of service to the Company. Ms. Mulligan, upon being elected to the Board, received the acting non-employee director grant as well as an additional prorated grant of 184 RSUs, with provisions limiting transfer until retirement or termination of service to the Company. Non-Employee Directors’ Stock Ownership Guidelines Equity, in the form of Restricted Stock, RSUs or Deferred Stock, is a key component of director compensation. Directors are generally required to hold all equity awards until retirement. Non-Employee Directors’ Deferred Compensation Plan Non-employee directors may choose, prior to the beginning of each year, to have all or part of their fees credited to deferred compensation accounts. A director may defer all or part of the Board retainer and Committee Chair fees in cash or stock units until retirement as a director or until a specified year after retirement. Interest accrues on deferred cash payments and dividend equivalents accrue on deferred stock units. As part of the retention requirements, equity grants will be held until retirement. However, a director may defer payments beyond retirement.
Director Compensation
| 30 | |
Director Compensation
Business Travel Accident Insurance for Non-Employee Directors DuPont maintains a rider on its Business Travel Accident insurance policies covering each non-employee director, which will cover accidental death and dismemberment if the director is traveling on DuPont business. Directors’ Charitable Gift Plan In October 2008, EID discontinued its legacy charitable gift plan with respect to future directors. After the death of a director, EID donated five consecutive annual installments of up to $200,000 each to tax-exempt educational institutions or charitable organizations recommended by the director and approved by EID. A director was fully vested in the plan after five years of service as a director or upon death or disability. Each of Messrs. Cutler and du Pont, who served as directors of EID, participate in the plan and we have assumed the obligations of EID under the plan with respect to these directors. The plan is unfunded. We do not purchase insurance policies to satisfy the obligations under the plan. The directors do not receive any personal financial or tax benefit from this program because any charitable, tax-deductible donations accrue solely to the benefit of DuPont. Equity Compensation Plan Information The tables below show the Equity Compensation Plan Information as of December 31, 2021.
Director Compensation
| | (1) | (2) | (3) | | Plan Category | # of securities to be issued upon exercise of outstanding options, warrants, rights | Weighted-average exercise price of outstanding options, warrants, rights ($) | # of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) | | Equity Compensation Plans Approved by Security Holders | 7,243,146 | 75.64 | 19,533,507 |
Director Compensation
| 2022 Proxy Statement | 31 |
CD&A Table of Contents
| Compensation Tables and Narratives | 54 | | Summary Compensation Table | 54 | | Grants of Plan-Based Awards | 56 | | Outstanding Equity Awards | 57 | | Option Exercises and Stock Vested | 59 | | Benefits | 59 | | Pension Benefits | 59 | | Defined-Benefit Retirement Plans | 60 | | Supplemental Retirement Plans | 60 | | Non-qualified Deferred Compensation | 60 | | Non-Qualified Deferred Compensation Programs | 61 | | Other Retirement Benefits | 61 | | Potential Payments upon Termination or Change in Control | 62 | | Committee Interlocks and Insider Participation | 65 | | Committee Report | 65 | | CEO Pay Ratio | 65 |
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 DowDuPont Merger and the after-tax impact of non-operating pension/other post-employment benefits/(“OPEB”)/charges. The Biomaterials, Clean Technologies and Solamet businesses will be excluded. Corporate 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. The Biomaterials, Clean Technologies and Solamet businesses will be excluded. Adjusted Operating EBITDA* – Earnings (“Income from continuing operations before income taxes”) before interest, depreciation and amortization and foreign exchange gains (losses), excluding the impact of significant items, non-operating pension, OPEBS, and earnings associated with the Non-Core business. 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 – Goodwill – Intangibles – Restricted Cash). The Biomaterials, Clean Technologies and Solamet businesses will be excluded. Net Working Capital Turn – Net Trade Revenue/Net Working Capital Trade (NWCT) where NWCT is Accounts Receivable Trade plus Total Inventory less Accounts Payable Trade. Segment 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 for significant items and to exclude the results of Corporate. Organic Revenue* – Net sales excluding Corporate, adjusted for the change in currency from 2021 budget forecast and the change in portfolio from 2021 budget 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 acquisition, 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 common 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.
STIP
STIP
STIP
| • | A Sustainability Modifier was added to the STIP design to ensure continued focus on progress towards the Company’s 2030 Sustainability Goals. The Sustainability Modifier is based on a holistic evaluation by the Committee of key accomplishments and actions taken during the year in specific focus areas. The Committee may choose to apply the Sustainability Modifier to adjust STIP payout amounts upwards or downwards by up to 10% or decide not to make any adjustments. |
STIP
| • | As in prior years, the Committee approved the use of Corporate Adjusted EPS, Organic Revenue, and Segment Operating EBITDA as performance measures. For 2021, Net Working Capital Turn replaced Trade Net Working Capital as a performance metric as it more appropriately measures the efficiency of working capital relative to Revenue and adjusts for changes in business activity. |
STIP
| • | Strong Company performance exceeded targets and resulted in overall payout factors well above target. STIP payouts for Business Unit Presidents varied based on the performance of individual business segments. |
STIP
| • | The Committee considered the difficulty of business planning during another dynamic and uncertain pandemic year and a faster than expected macroeconomic recovery. For these reasons, the Committee determined the use of negative discretion was appropriate and reduced the weighted Corporate Adjusted EPS factor. After the adjustment, the final payout factor was still well above target, aligned with the Company’s strong performance. |
LTI
LTI
LTI
| • | The 2021 LTI program for executives continued to be delivered through a mix of PSUs (weighted at 60%), Stock Options (weighted at 20%) and RSUs (weighted at 20%). |
LTI
| • | Adjusted ROIC and Adjusted Corporate Net Income remained as primary PSU metrics. The PSU design continues to include a Relative Total Shareholder Return modifier against the S&P 500. |
LTI
| • | The Committee approved the payout factor at 80% of target for the 2019 “Transformation PSU” which was granted to NEOs and key leaders vital to the transformation of DuPont following the Dow and Corteva Distributions. |
LTI
| 38 | |
Special Equity Compensation
Special Equity Compensation
Special Equity Compensation
| • | The Committee approved, in August 2021, special RSU awards with a grant date value of $2,000,000 for each of Mr. Stone and Mr. Kemp to help secure the benefit of the officers’ leadership in an increasingly competitive talent landscape. |
Special Equity Compensation
| • | The Committee is cautious in the use of one-time awards outside of the ongoing annual incentive programs. After careful review, the Committee decided the special awards served a critical purpose to retain accomplished and talented senior executives who are essential to the execution of our portfolio transformation and the future of the Company. |
Special Equity Compensation
Program Philosophy and Objectives DuPont’s executive compensation philosophy and practices reflect a commitment to paying for performance — both short-term and long-term. The Company’s executive compensation programs are designed to attract, retain, motivate and reward talented and experienced executives to successfully manage the business, execute the Company’s strategy and drive stockholder value. Within this philosophy, the key objectives are to:
Special Equity Compensation
| • | Establish a strong link between pay and performance. |
Special Equity Compensation
| • | Align the financial interest of executives with stockholders, particularly over the longer term. |
Special Equity Compensation
| • | Reinforce business strategies and drive sustained stockholder value. |
Special Equity Compensation
| 2022 Proxy Statement | 39 |
Special Equity Compensation
Executive Compensation Governance Practices Compensation of the executive officers of DuPont, including that of the NEOs, is overseen by the Committee (or, in the case of Mr. Breen, by the Committee and the independent members of the Board). The Board and the Committee were assisted in performance of their oversight duties by an independent compensation consultant. The following table summarizes key governance elements related to the executive compensation programs in which the NEOs participate:
Special Equity Compensation
| What We Do | | What We Don’t Do | | | | Maintain a pay mix that is heavily performance-based | | Provide single-trigger change in control agreements or excise tax gross ups | | | Actively engage with stockholders | | Grant options below market value, extend original option term, reprice, reload or exchange underwater options without stockholder approval | | | Align executive compensation outcomes with company and individual performance | | | | | Annually assess peer group composition and competitive compensation practices | | Permit hedging or pledging of the Company’s securities | | | | | Liberal share counting | | | Seek annual stockholder advisory approval of executive compensation | | | | | Maintain strong stock ownership requirements of six times base salary for the CEO and three times base salary for the other NEOs | | Guaranteed annual salary increases or bonuses | | | | | Provide minimum payouts under the LTI Plan | | | Conduct an annual executive talent review and discussion on succession planning | | Provide uncapped short-and long-term incentive payouts | | | | | Excessive perks | | | Maintain an incentive clawback policy covering both cash and equity | | | | | Review executive compensation statements (“tally sheets”) | | | | | Conduct annual compensation risk assessments | | |
Special Equity Compensation
| 40 | |
Components of Executive Compensation and Benefits
| Base Salary Fixed cash compensation that reflects an executive’s role, responsibilities, and experience. Provides a reliable source of income. | Short-Term Incentive Cash incentive compensation that rewards for both the achievement of annual financial and operational goals as well as individual performance. | Long-Term Incentive A combination of equity vehicles that provide meaningful incentives to execute longer term financial and strategic goals that drive stockholder value. Supports retention of executives and aligns interests with stockholders. | Benefits and Perquisites Competitive benefit programs offered to support the health and well-being of employees and their families. Executives are offered the same programs as other salaried employees. Minimal perquisites are provided where reasonable to attract key executive talent. |
Components of Executive Compensation and Benefits
2021 NEO Target Total Direct Compensation Summary At the beginning of 2021, the Committee evaluated target total direct compensation – consisting of base salary, target short-term incentive opportunity and target long-term incentive award value for each NEO (other than for Mr. Heinzel who left the Company on March 31, 2021). As part of this annual evaluation, the Committee considered the NEO’s scope of responsibility, experience, performance, results and potential. The Committee also considered the need to retain talent, business conditions, and the competitive compensation levels for comparable positions benchmarked against the Company’s peer group and general industry information.
Components of Executive Compensation and Benefits
| Name | 2021 Base Salary ($) | 2021 Target Short-Term Incentive ($) | 2021 Target Long-Term Incentive ($) | Target Total Direct Compensation ($) | | Edward D. Breen | 1,000,000 | 1,500,000 | 11,000,000 | 13,500,000 | | Lori D. Koch | 700,000 | 700,000 | 3,000,000 | 4,400,000 | | Erik T. Hoover | 575,000 | 575,000 | 1,200,000 | 2,350,000 | | Jon Kemp(a) | 600,000 | 600,000 | 1,750,000 | 2,950,000 | | Randy Stone(a) | 600,000 | 600,000 | 1,750,000 | 2,950,000 | | Matthias Heinzel(b) | 830,808 | 830,808 | 0 | 1,661,616 | | Rose Lee(a)(c) | 625,000 | 625,000 | 1,750,000 | 3,000,000 |
Components of Executive Compensation and Benefits
| Messrs. Kemp and Stone and Ms. Lee received enhanced LTI awards in 2021 as reflected in the Long-Term Incentive Compensation section.(a) |
Components of Executive Compensation and Benefits
| Mr. Heinzel’s 2021 compensation was not evaluated or adjusted in 2021 due to his planned departure. Mr. Heinzel was a German employee, and his salary, bonus, and other non-equity related compensation items were 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 1.13 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each day in December 2021.(b) |
Components of Executive Compensation and Benefits
| Ms. Lee forfeited her 2021 Short and Long-Term Incentive Awards when she resigned from the Company effective August 31, 2021.(c) |
2021 Executive Compensation Decisions
Short-Term Incentive Compensation The STIP is designed to reward executives for the achievement of annual financial and operational performance goals and is a key component of the Company’s overall compensation program. Each year the Committee reviews the target short-term incentive award opportunities (which are expressed as a percentage of annual base salary) for NEOs as part of its annual executive compensation review. No NEO received an increase (as percentage of salary) in 2021. Short-term incentive opportunities for the NEOs as of December 31, 2021 are shown in the table below.
2021 Executive Compensation Decisions
| Name | 2021 Target STIP (%) | 2021 Target STIP ($) | | Edward D. Breen | 150% | 1,500,000 | | Lori D. Koch | 100% | 700,000 | | Erik T. Hoover | 100% | 575,000 | | Jon Kemp | 100% | 600,000 | | Randy Stone | 100% | 600,000 | | Matthias Heinzel | 100% | 830,808(a) | | Rose Lee | 100% | 0(b) |
2021 Executive Compensation Decisions
| Per his separation agreement, Mr. Heinzel was entitled to a full year STIP for 2021 in connection with his departure.(a) |
2021 Executive Compensation Decisions
| Ms. Lee forfeited any 2021 STIP Award when she resigned from the Company effective August 31, 2021.(b) |
Financial Metrics and Performance Results
| Performance Category | Performance Metrics | Weighting | Threshold | Target | Maximum | Results | Weighted Payout as a % Target | | Corporate | Corporate Adjusted EPS*(a)(d) | 50% | $2.72 | $3.20 | $3.68 | $3.74 | 100% | | Sum of Businesses | Organic Revenue*(b) | 20% | $13,225.5 | $14,695.0 | $16,164.5 | $15,835.0 | 75.3% | | | Segment Operating EBITDA*(c) | 15% | $3,136.0 | $3,920.0 | $4,508.0 | $4,112.0 | | | | Net Working Capital Turn(b) | 15% | 4.68 | 5.20 | 5.72 | 5.40 | | | Electronics & Industrial | Organic Revenue*(b) | 20% | $4,364.1 | $4,849.0 | $5,333.9 | $5,305.0 | 83.7% | | | Segment Operating EBITDA*(c)(d) | 15% | $1,238.4 | $1,548.0 | $1,780.2 | $1,665.0 | | | | Net Working Capital Turn(b) | 15% | 5.49 | 6.10 | 6.71 | 6.40 | | | Water & Protection | Organic Revenue*(b) | 20% | $4,855.5 | $5,395.0 | $5,934.5 | $5,497.0 | 57.7% | | | Segment Operating EBITDA*(c) | 15% | $1,188.8 | $1,486.0 | $1,708.9 | $1,374.0 | | | | Net Working Capital Turn(b) | 15% | 4.23 | 4.70 | 5.17 | 4.90 | | | Mobility & Materials | Organic Revenue*(b) | 20% | $4,005.9 | $4,451.0 | $4,896.1 | $5,032.0 | 83.8% | | | Segment Operating EBITDA*(c) | 15% | $708.8 | $886.0 | $1,018.9 | $1,073.0 | | | | Net Working Capital Turn(b) | 15% | 4.59 | 5.10 | 5.61 | 5.00 | |
Financial Metrics and Performance Results
| Performance Metric | Payout % | Adjusted Payout % | Target | Result | Adjusted Result | | Corporate Adjusted EPS | 100% | 100% | $3.20 | $3.77 | $3.74 | | Electronics & Industrial | 86.3% | 83.7% | | | | | Organic Revenue(a) | | | $4.849 | $5,305 | $5,305 | | Segment Operating EBITDA | | | $1,548 | $1,743 | $1,665 | | Net Working Capital Turn | | | 6.1 | 6.3 | 6.4 |
Use of Discretion
| Performance Category | Final Adjusted Payout | | Sum of Businesses (Corporate) | 151.3% | | Electronics & Industrial | 159.7% | | Mobility & Materials | 159.8% | | Water & Protection | 133.7% |
Use of Discretion
| Name | Year End Base Salary ($) | STIP Target Percent | STIP Target Amount ($) | Payout Percentage | Individual Performance Factor | Total STIP Payout Amount ($) | | Edward D. Breen | 1,000,000 | 150% | 1,500,000 | 151.3% | 100% | 2,269,500 | | Lori D. Koch | 700,000 | 100% | 700,000 | 151.3% | 100% | 1,059,100 | | Erik T. Hoover | 575,000 | 100% | 575,000 | 151.3% | 130% | 1,130,968 | | Jon Kemp | 600,000 | 100% | 600,000 | 159.7% | 100% | 958,200 | | Randy Stone | 600,000 | 100% | 600,000 | 159.8% | 100% | 958,800 | | Matthias Heinzel | 830,808 | 100% | 830,808 | 151.3% | 100% | 1,257,012(a) | | Rose Lee | 625,000 | 100% | 625,000 | 0.0% | 0% | 0(b) |
Use of Discretion
| The terms of Mr. Heinzel’s 2021 separation agreement provided a full year STIP payout based on Company performance.(a) |
Use of Discretion
| Ms. Lee forfeited any 2021 STIP Award when she resigned from the Company on August 31, 2021.(b) |
Use of Discretion
Long-Term Incentive Compensation The Committee views long-term compensation as a critical executive compensation program element that emphasizes long-term performance, enhances retention and aligns executives’ interests with those of stockholders. Long-term incentives represent a sizable portion of an executives’ overall compensation package. In deciding the annual LTI award opportunities, the Committee reviews each executive officer’s scope of responsibility, performance, impact on results and expected future contributions to the business. 2021 LTI awards for executive officers were majority weighted on performance-based 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. Messrs. Breen and Hoover, and Ms. Koch received increases to their target long-term incentive opportunity in 2021. The Committee (or, in the case of Mr. Breen, the Committee and the independent members of the Board) considered these changes appropriate after careful review of their competitive position to market. These changes strengthen alignment to the long-term performance of the Company. Mr. Breen’s target long-term incentive opportunity was increased from $10,000,000 to $11,000,000. Ms. Koch’s target long-term incentive opportunity was increased from $2,500,000 to $3,000,000. Mr. Hoover’s target long-term incentive opportunity was increased from $1,050,000 to $1,200,000. DuPont’s Business Unit Presidents are well-known in a variety of industries and are regarded as best in class for their proven leadership abilities. They are also critical to the execution of the Company’s strategic agenda and overall Company performance. For these reasons, Mr. Stone, Mr. Kemp and Ms. Lee received enhanced 2021 annual LTI awards. Ms. Lee forfeited her award upon resignation from the Company on August 31, 2021. As a result of the increasingly competitive talent landscape, Management and the Committee determined it was essential to take additional actions to secure Mr. Stone’s and Mr. Kemp’s future service. Both Mr. Stone and Mr. Kemp are accomplished and talented senior executives who are key to the present and future of the Company. Additionally, each serves a pivotal leadership role in the Company’s transaction imperatives; Mr. Kemp in connection with the acquisition and integration of Laird Performance Materials and the definitive agreement to acquire Rogers Corporation and Mr. Stone with the leadership of activities around the definitive agreement with Celanese Corporation to divest a majority of the Mobility & Materials segment. Accordingly, the Committee awarded both Mr. Stone and Mr. Kemp a special RSU award with a grant date value of $2,000,000. These awards will cliff vest on September 1, 2024, subject to Mr. Stone and Mr. Kemp’s continued employment with the Company through the vesting date.
Use of Discretion
| Name | RSU Grant Value ($)(a) | Stock Options Grant Value ($)(a) | PSU Grant Value ($)(a)(b) | Total Target Grant Value ($)(a) | | Edward D. Breen | 2,200,000 | 2,200,000 | 6,600,000 | 11,000,000 | | Lori D. Koch | 600,000 | 600,000 | 1,800,000 | 3,000,000 | | Erik T. Hoover | 240,000 | 240,000 | 720,000 | 1,200,000 | | Jon Kemp | 2,550,000 | 550,000 | 1,650,000 | 4,750,000 | | Randy Stone | 2,850,000 | 850,000 | 2,550,000 | 6,250,000 | | Rose Lee | 850,000 | 850,000 | 2,550,000 | 4,250,000 |
Use of Discretion
| 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) |
Use of Discretion
| Actual values shown in the Grants of Plan Based Awards table will vary due to the fair market value being calculated using the Monte Carlo value, while the number of shares was determined utilizing the close price of March 2, 2021.(b) |
2021 PSUs
2021 PSUs PSU awards are designed to align executive compensation and decision making with Company performance over the long term. The two metrics of the PSU portion of the long-term incentive program remain unchanged from the prior years. The 2021 PSUs are earned and vest based on the achievement of Adjusted ROIC and Adjusted Corporate Net Income goals, weighted equally at 50%. Relative TSR is used as a modifier to increase or reduce the award by up to 25% and promote alignment with stockholder interests. Relative TSR is measured at the end of the three-year period against the S&P 500.
2021 PSUs
| Performance Metrics | Weighting | Measurement | Period | | Adjusted ROIC | 50% | • Average over period | January 1, 2021 – December 31, 2023 | | Adjusted Corporate Net Income | 50% | • A target growth rate for each year is established at the start of the three-year performance period. Targets for 2(nd) and 3(rd) periods are determined using the prior period actual performance and the established growth rate | January 1, 2021 – December 31, 2021 January 1, 2022 – December 31, 2022 January 1, 2023 – December 31, 2023 | | | | • Performance for each year in the three-year performance period is measured discreetly | | | Relative TSR | Modifier | Point-to-point against S&P 500 | January 1, 2021 – December 31, 2023 |
2021 PSUs
| Period Relative Total Shareholder Return | Applied Modifier | | <25 percentile against S&P 500 | 0.75 | | 25-75 percentiles against S&P 500 | 1.00 | | >75 percentile against S&P 500 | 1.25 |
2021 PSUs
The initial payout range of the PSUs is 0% to 200% depending on achievement versus Adjusted ROIC 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.
2021 PSUs
| 48 | |
2019 Transformation PSU Award Results
2019 Transformation PSU Award Results The Company granted PSUs as part of a special 2019 Long-Term Incentive Award (“Transformation PSU”) shortly after the separations of Dow and Corteva. The 30-month performance period ended on December 31, 2021. The payout for this award was based on pre-established target levels of Adjusted Operating EBITDA, measured as three distinct period comparisons and Adjusted ROIC measured as a point-to-point comparison between July 1, 2019 and December 31, 2021. At the time the awards were issued the Committee discussed potential impact of future merger and acquisition activity and decided to maintain the ability to adjust the performance goals as appropriate to ensure performance could be fairly measured. The completion of the N&B Transaction had a material impact on the ability to measure performance, as such, after careful consideration, the Committee approved the following adjustments to align results to performance pre and post the N&B Transaction. Specifically,
2019 Transformation PSU Award Results
| • | Adjusted ROIC: The Committee determined it was appropriate to bifurcate the performance period into two discrete measurement periods with each period growth target maintaining the 100bps annual improvement goal: |
2019 Transformation PSU Award Results
| – | Pre-transaction measurement period of July 1, 2019 to December 31, 2020. |
2019 Transformation PSU Award Results
| – | Post-transaction measurement period January 1, 2021 to December 31, 2021. Growth measured against restated end of 2020 results excluding N&B. |
2019 Transformation PSU Award Results
| • | Adjusted Operating EBITDA: The Committee determined performance for the third discrete performance period would be based on 2020 year-end results excluding N&B. |
2019 Transformation PSU Award Results
In line with its decision related to 2021 STIP results, the Committee also determined it was appropriate to adjust the 2019 Transformation PSU results to exclude the results of the Laird Performance Materials business. Based on the adjusted performance results, the 2019 PSU Award payout was 80% of target. The tables below detail performance against each measure:
2019 Transformation PSU Award Results
| | | Performance and Payout Range | | | | | | | | Threshold | Target | Maximum | | | | Performance Metric / Period | Weighting | 50% Payout | 100% Payout | 200% Payout | Result | Payout Percentage (Weighted) | | Adjusted ROIC | | | | | | | | Pre-Transaction: 7/1/2019 – 12/31/2020(a) | 30% | 75 bps | 150 bps | 300 bps | -1060 bps | 0% | | Post-Transaction: 1/1/2021 – 12/31/2021 | 20% | 50 bps | 100 bps | 200 bps | +230 bps | 40% | | Adjusted Operating EBITDA | | | | | | | | 1. 2nd half of 2018 vs 2nd half of 2019 | 10% | 3% | 6% | 9% | -5.4% | 0% | | 2. Full year 2019 vs Full year 2020 | 20% | 3% | 6% | 9% | -4.9% | 0% | | 3. Full year 2020 vs Full year 2021 | 20% | 3% | 6% | 9% | 23.2% | 40% | | | | | | | | 80% |
2019 Transformation PSU Award Results
| Adjusted ROIC performance prior to separation of N&B included restricted cash.(a) |
2019 Transformation PSU Award Results
The table below reflects the actual and adjusted payout results based on the exclusion of Laird Performance Materials:
2019 Transformation PSU Award Results
| Performance Metric / Period | Payout % | Adjusted Payout % | Target | Actual Result | Adjusted Result | | Adjusted ROIC Post-Transaction:1/1/2021–12/31/2021 | 159% | 200% | +100 bps | +150 bps | +230 bps | | Adjusted Operating EBITDA 3. Full Year 2020 vs Full Year 2021 | 200% | 200% | 6% growth | 25.6% | 23.2% |
2019 Transformation PSU Award Results
| 2022 Proxy Statement | 49 |
2019 Transformation PSU Award Results
The table below shows the target number of units granted in 2019 and the actual number of units earned, excluding dividend equivalent units.
2019 Transformation PSU Award Results
| Named Executive Officer | Target PSUs Granted (#) | Payout % | PSUs Earned (#) | | Edward D. Breen | 45,414 | 80% | 36,331 | | Lori D. Koch | 6,812 | 80% | 5,450 | | Erik T. Hoover | 13,624 | 80% | 10,899 | | Jon Kemp | 13,624 | 80% | 10,899 | | Randy Stone | 13,624 | 80% | 10,899 | | Matthias Heinzel | 13,624 | 80% | 7,517(a) | | Rose Lee | 13,624 | 80% | 0(b) |
2019 Transformation PSU Award Results
| Per the Terms and Conditions of the award, Mr. Heinzel was entitled to a prorated award payout. Earned units reflects prorated target.(a) |
2019 Transformation PSU Award Results
| Ms. Lee forfeited any award when she resigned from the Company on August 31, 2021.(b) |
2019 Transformation PSU Award Results
Benefits and Perquisites
The Compensation Process
| • | Competitive analysis: Median levels of compensation for similar jobs and job levels in the market, considering revenue relative to the peer group. |
The Compensation Process
| • | Reviewing and advising on the constituents of the peer group. |
The Compensation Process
FW 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 FW Cook’s independence from Management under SEC rules and has determined that FW Cook is independent from Management. Peer Group and Benchmarking In October 2020, taking into consideration the impact of the N&B Transaction, the Committee, with the support of the management team and FW Cook, determined adjustments were needed to the DuPont peer group. This revised peer group has been utilized throughout 2021, including when making 2021 compensation decisions. The criteria reviewed when revising the peer group, were as follows:
The Compensation Process
The table below reflects the companies that comprise the peer group that was used for market comparisons, benchmarking and setting executive compensation for 2021.
Other Considerations
Stock Ownership Guidelines The Company requires that NEOs accumulate and hold shares of DuPont common stock with a value equal to a specified multiple of base pay. For purposes of meeting the stock ownership guidelines, direct ownership of shares, unvested RSUs, and stock units owned via qualified and non-qualified employee plans are included in actual ownership totals. Stock Options and PSUs are not included in determining whether an executive has achieved the ownership levels. Stock ownership guidelines include a retention ratio requirement. Under the policy, until the required ownership is reached, executives are required to retain 75% of net shares acquired upon any future vesting of stock units or exercise of stock options, after deducting shares used to pay applicable taxes and/or exercise price. The multiples for specific executive levels are shown below. As of December 31, 2021, each NEO either met or exceeded their ownership goal or was within the five-year period allowed to meet the guidelines.
Other Considerations
Anti-Hedging and Anti-Pledging Policies Our directors and officers are prohibited from engaging in hedging transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) with respect to the Company’s securities. They also are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan. Employees, other than officers, are generally permitted to, but discouraged from, engaging in transactions designed to hedge or offset market risk. Clawback Policy Under the DuPont de Nemours, Inc. Incentive Compensation Clawback Policy, the Company may recover all or a portion of incentive compensation in the event an executive engages in Misconduct, meaning that (i) the executive’s employment is terminated for cause; (ii) the executive has breached a non-compete or confidentiality covenant; or (iii) the executive engaged in grossly negligent conduct or intentional misconduct that resulted in a financial restatement or in any increase in his or her incentive income. Incentive income includes income related to annual bonuses and long-term incentives. Compensation and Risk Management The Committee periodically reviews the Company’s compensation policies and practices and has determined that the incentive compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In conducting the review in 2021, 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 Committee oversight of compensation programs. 2021 Tax Considerations The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s applicable executives. Prior to the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) this limitation generally did not apply to compensation that met the tax code requirements for “qualifying performance-based” compensation. Following enactment of the Tax Act, the Company generally expects that compensation paid to applicable NEOs in excess of $1 million will not be deductible, subject to an exception for compensation provided pursuant to a binding written contract in effect as of November 2, 2017.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal year ended December 31, 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(a) | Stock Awards ($)(b) | Option Awards ($)(c) | Non-Equity Incentive Plan Compensation ($)(d) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(e) | All Other Compensation ($)(h) | Total ($) | | Edward D. Breen(f) | 2021 | 1,000,000 | — | 9,274,863 | 2,200,006 | 2,269,500 | — | 362,617 | 15,106,986 | | Chief Executive Officer | 2020 | 1,000,000 | 333,000 | 7,933,152 | 2,361,998 | 717,000 | — | 524,286 | 12,869,436 | | | 2019 | 1,387,833 | — | 15,700,061 | — | 2,583,700 | — | 601,156 | 20,272,750 | | Lori D. Koch | 2021 | 700,000 | — | 2,529,585 | 600,000 | 1,059,100 | — | 148,389 | 5,037,074 | | Chief Financial Officer | 2020 | 646,667 | 194,250 | 1,908,360 | 500,008 | 418,250 | 14,329 | 82,947 | 3,764,811 | | Erik T. Hoover | 2021 | 566,667 | — | 1,011,848 | 240,010 | 1,130,968 | — | 95,062 | 3,044,555 | | Senior Vice President, General Counsel | | | | | | | | | | | Jon Kemp | 2021 | 600,000 | — | 4,318,817 | 550,002 | 958,200 | — | 101,300 | 6,528,319 | | President, Electronics and Industrial | | | | | | | | | | | Randy Stone | 2021 | 600,000 | — | 5,583,649 | 850,010 | 958,800 | — | 106,970 | 8,099,429 | | President, Mobility and Materials | 2020 | 600,000 | 276,000 | 1,335,915 | 350,002 | 207,000 | — | 108,044 | 2,876,961 | | Matthias Heinzel(g) | 2021 | 191,725 | 830,809 | — | — | 1,257,012 | — | 5,675,331 | 7,954,877 | | Former President, Nutrition and Biosciences | 2020 | 827,980 | 340,782 | 1,068,680 | 280,007 | 356,101 | 223,611 | 561,806 | 3,658,968 | | | 2019 | 727,632 | 62,777 | 5,400,004 | 600,001 | 2,008,798 | 286,864 | 48,121 | 9,134,197 | | Rose Lee | 2021 | 416,667 | — | 3,583,584 | 850,010 | — | — | 119,246 | 4,969,507 | | Former President, Water and Protection | 2020 | 625,000 | 241,875 | 1,335,915 | 350,002 | 195,625 | — | 112,119 | 2,860,536 |
Summary Compensation Table
Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar.
Summary Compensation Table
| Bonus amount for 2020 reflects the portion of the STIP compensation which was attributed to discretion as detailed in the “Annual Incentive Compensation” section of the 2021 Proxy. This income was paid in 2021 for performance in 2020. Mr. Heinzel’s 2019 and 2020 values included a 13(th) month payment equal to one month of his base salary in each year while his 2021 value only reflects a retention award payment.(a) |
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, $14,149,617; Ms. Koch, $3,859,086; Mr. Hoover, $1,543,634; Mr. Kemp, $3,537,404; Mr. Stone, $5,467,025; and Ms. Lee, $5,467,025. 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, 2021.(b) |
Summary Compensation Table
| DuPont’s valuation for financial accounting purposes uses the widely accepted Black-Scholes option valuation model. Options awarded on March 2, 2021 had a grant date fair value of $16.92 per option and an exercise price of $72.98. 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, 2021.(c) |
Summary Compensation Table
| 54 | |
Summary Compensation Table
| Individual Short-Term Incentive Compensation results are detailed in the Short-Term Incentive Compensation section of the CD&A and reflect income paid in 2022 for actual performance achieved in 2021.(d) |
Summary Compensation Table
| Messrs. Breen, Hoover, and Stone and Ms. Lee were not participants in the DuPont Pension Restoration Plan. Values for all employees with a pension value experienced a decrease in 2021: Ms. Koch, $2,621, Mr. Kemp, $18,153, and Mr. Heinzel $117,320. DuPont does not credit participants in the non-qualified plans with above-market earnings; therefore, no such amounts are reflected here.(e) |
Summary Compensation Table
| Mr. Heinzel was a German employee and his salary, bonus, and other non-equity related compensation items are paid in Euros. U.S. Dollar amounts in this Proxy statement with respect to Mr. Heinzel have been converted from Euros at a rate of 1.13 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each day in December 2021.(g) |
Summary Compensation Table
| All Other Compensation includes: post-employment payments; perquisites and other personal benefits; and employer contributions to both qualified and non-qualified defined contribution plans, as applicable.(h) |
Summary Compensation Table
The following table details these amounts:
Summary Compensation Table
| Name | Post-Employment Payments ($) | Perquisites and Other Personal Benefits ($)(1) | Contributions to Defined Contribution Plans ($) | | Edward D. Breen | — | 178,117 | 184,500 | | Lori D. Koch | — | 30,264 | 118,125 | | Erik T. Hoover | — | 10,987 | 84,075 | | Jon Kemp | — | 9,500 | 91,800 | | Randy Stone | — | 9,500 | 97,470 | | Matthias Heinzel | 5,642,071(2) | 32,664 | 596 | | Rose Lee | 37,660(3) | 4,711 | 76,875 |
Summary Compensation Table
| The NEOs received the following perquisites and other personal benefits:(1) |
Summary Compensation Table
| i. | Mr. Breen: Personal use of company aircraft ($178,079) and personal use of company car. |
Summary Compensation Table
| ii. | Ms. Koch: Personal use of company aircraft ($30,226) and personal use of company car. |
Summary Compensation Table
| iii. | Mr. Hoover: Financial and tax planning. |
Summary Compensation Table
| iv. | Mr. Kemp: Financial and tax planning. |
Summary Compensation Table
| v. | Mr. Stone: Financial and tax planning. |
Summary Compensation Table
| vi. | Mr. Heinzel: Tax service expenses related to his commuter assignment ($26,400) and personal use of company car. |
Summary Compensation Table
| vii. | Ms. Lee: Financial and tax planning. |
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. |
Summary Compensation Table
| Mr. Heinzel’s post-employment payment value reflects the following items: Severance ($2,492,423), payment for company-waived garden leave service ($575,175), 13(th) month payment ($63,909), prorated 2021 company contributions to the Versorgungslohn ($1,448) and retention payments ($1,661,618 and $847,500).(2) |
Summary Compensation Table
| Ms. Lee’s post-employment payment value reflects a payout of accrued vacation(3) |
Summary Compensation Table
| 2022 Proxy Statement | 55 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. This table includes both equity and non-equity awards.
Grants of Plan-Based Awards
| Name | Grant Date | Date of Action by the Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(a) | All Other Option Awards: Number of Securities Underlying Options (#)(b) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(c) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Edward D. Breen | 2/18/2021 | 2/18/2021 | | 1,500,000 | 3,000,000 | | | | | | | | | | 3/2/2021 | 3/2/2021 | | | | | | | 30,146 | | | 2,200,055 | | | 3/2/2021 | 3/2/2021 | | | | 45,218 | 90,436 | 180,872 | | | | 7,074,808 | | | 3/2/2021 | 3/2/2021 | | | | | | | | 130,024 | 72.98 | 2,200,006 | | Lori D. Koch | 2/17/2021 | 2/17/2021 | | 700,000 | 1,400,000 | | | | | | | | | | 3/2/2021 | 3/2/2021 | | | | | | | 8,222 | | | 600,042 | | | 3/2/2021 | 3/2/2021 | | | | 12,333 | 24,665 | 49,330 | | | | 1,929,543 | | | 3/2/2021 | 3/2/2021 | | | | | | | | 35,461 | 72.98 | 600,000 | | Erik T. Hoover | 2/17/2021 | 2/17/2021 | | 525,000 | 1,050,000 | | | | | | | | | | 3/2/2021 | 3/2/2021 | | | | | | | 3,289 | | | 240,031 | | | 3/2/2021 | 3/2/2021 | | | | 4,933 | 9,866 | 19,732 | | | | 771,817 | | | 3/2/2021 | 3/2/2021 | | | | | | | | 14,185 | 72.98 | 240,010 | | Jon Kemp | 2/17/2021 | 2/17/2021 | | 600,000 | 1,200,000 | | | | | | | | | | 3/2/2021 | 3/2/2021 | | | | | | | 7,537 | | | 550,050 | | | 3/2/2021 | 3/2/2021 | | | | 11,305 | 22,609 | 45,218 | | | | 1,768,702 | | | 3/2/2021 | 3/2/2021 | | | | | | | | 32,506 | 72.98 | 550,002 | | | 9/1/2021 | 8/16/2021 | | | | | | | 27,234 | | | 2,000,065 | | Randy Stone | 2/17/2021 | 2/17/2021 | | 600,000 | 1,200,000 | | | | | | | | | | 3/2/2021 | 3/2/2021 | | | | | | | 11,648 | | | 850,071 | | | 3/2/2021 | 3/2/2021 | | | | 17,471 | 34,942 | 69,884 | | | | 2,733,513 | | | 3/2/2021 | 3/2/2021 | | | | | | | | 50,237 | 72.98 | 850,010 | | | 9/1/2021 | 8/16/2021 | | | | | | | 27,234 | | | 2,000,065 | | Matthias Heinzel(d) | 2/17/2021 | 2/17/2021 | | 830,808 | 1,661,616 | | | | | | | | | Rose Lee | 2/17/2021 | 2/17/2021 | | 625,000 | 1,250,000 | | | | | | | | | | 3/2/2021 | 3/2/2021 | | | | | | | 11,648 | | | 850,071 | | | 3/2/2021 | 3/2/2021 | | | | 17,471 | 34,942 | 69,884 | | | | 2,733,513 | | | 3/2/2021 | 3/2/2021 | | | | | | | | 50,237 | 72.98 | 850,010 |
Grants of Plan-Based Awards
| Restricted Stock Unit awards as described in the Long-Term Incentive Compensation section.(a) |
Grants of Plan-Based Awards
| Stock Option awards as described in the Long-Term Incentive Compensation section.(b) |
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) |
Grants of Plan-Based Awards
| Mr. Heinzel left the Company on March 31, 2021 and as such was not awarded any equity compensation.(d) |
Grants of Plan-Based Awards
| 56 | |
Outstanding Equity Awards
Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2021. The table includes outstanding equity grants from past years as well as the current year including awards denominated in Dow or Corteva common stock.
Outstanding Equity Awards
| | | | Option Awards | | | | Stock Awards | | | | | | 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 | | | | | 966 | 77,998 | | | | | 06/05/2015 | DD | | | | | 148 | 11,969 | | | | | 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 | 273,825 | — | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 27,313 | 2,206,371 | | | | | 08/03/2020 | DD | 75,415 | 150,830 | 53.50 | 08/02/2030 | 24,469 | 1,976,633 | 112,150 | 9,059,477 | | | 03/02/2021 | DD | — | 130,024 | 72.98 | 03/01/2031 | 29,290 | 2,366,038 | 90,436 | 7,305,420 | | | 05/13/2015 | CTVA | | | | | 956 | 45,219 | | | | | 06/05/2015 | CTVA | | | | | 147 | 6,939 | | | | | 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 | 273,825 | — | 41.94 | 02/14/2028 | | | | | | | 02/14/2019 | CTVA | | | | | 27,054 | 1,279,100 | | | | | 05/13/2015 | DOW | | | | | 1,071 | 60,775 | | | | | 06/05/2015 | DOW | | | | | 164 | 9,326 | | | | | 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 | 273,825 | — | 72.78 | 02/14/2028 | | | | | | | 02/14/2019 | DOW | | | | | 30,305 | 1,718,906 | | | | Lori D. 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 | 1,240 | — | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 769 | 62,116 | | | | | 08/05/2019 | DD | 25,317 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 18,854 | 37,708 | 53.50 | 02/18/2030 | 6,483 | 523,682 | 28,038 | 2,264,910 | | | 03/02/2021 | DD | — | 35,461 | 72.98 | 03/01/2031 | 8,319 | 672,036 | 24,665 | 1,992,439 | | | 02/15/2018 | CTVA | 1,240 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 1,240 | — | 72.78 | 02/14/2028 | | | | |
Outstanding Equity Awards
| 2022 Proxy Statement | 57 |
Outstanding Equity Awards
| | | | Option Awards | | | | Stock Awards | | | | | | 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) | | Erik T. Hoover | 02/04/2015 | DD | 3,930 | — | 80.07 | 02/03/2022 | | | | | | | 02/03/2016 | DD | 2,539 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 5,332 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 8,624 | — | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 3,956 | 319,526 | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 7,918 | 15,838 | 53.50 | 02/18/2030 | 2,723 | 219,992 | 11,776 | 951,265 | | | 03/02/2021 | DD | — | 14,185 | 72.98 | 03/01/2031 | 3,328 | 268,831 | 9,866 | 796,975 | | | 02/15/2018 | CTVA | 8,624 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 8,624 | — | 72.78 | 02/14/2028 | | | | | | Jon Kemp | 02/03/2016 | DD | 7,066 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 9,597 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 12,128 | — | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 2,095 | 169,200 | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 13,197 | 26,396 | 53.50 | 02/18/2030 | 4,539 | 366,626 | 19,627 | 1,585,469 | | | 03/02/2021 | DD | — | 32,506 | 72.98 | 03/01/2031 | 7,626 | 616,047 | 22,609 | 1,826,355 | | | 09/01/2021 | DD | | | | | 27,338 | 2,208,387 | | | | | 02/15/2018 | DOW | 12,128 | — | 72.78 | 02/14/2028 | | | | | | Randy Stone | 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 | 17,249 | — | 103.76 | 02/14/2028 | | | | | | | 02/14/2019 | DD | | | | | 4,499 | 363,459 | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 13,197 | 26,396 | 53.50 | 02/18/2030 | 4,389 | 354,509 | 19,627 | 1,585,469 | | | 03/02/2021 | DD | — | 50,237 | 72.98 | 03/01/2031 | 11,786 | 952,065 | 34,942 | 2,822,615 | | | 09/01/2021 | DD | | | | | 27,338 | 2,208,387 | | | | | 02/15/2018 | CTVA | 17,249 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 17,249 | — | 72.78 | 02/14/2028 | | | | | | Matthias Heinzel | 02/04/2015 | DD | 1,984 | — | 80.07 | 02/03/2022 | | | | | | | 02/02/2017 | DD | 10,665 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 17,249 | — | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | — | 10,558 | 53.50 | 02/18/2030 | | | 6,106 | 493,243 | | | 02/15/2018 | CTVA | 17,249 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 17,249 | — | 72.78 | 02/14/2028 | | | | | | Rose Lee(e) | | | | | | | | | | |
Outstanding Equity Awards
| 58 | |
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.(a) |
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. Awards granted in September 2021 to Messrs. Kemp and Stone vest on September 1, 2024.(b) |
Outstanding Equity Awards
| Market values based on the December 31, 2021 closing stock price of $80.78 per share of DuPont common stock, $47.28 per share of Corteva common stock, and $56.72 per share of Dow common stock.(c) |
Outstanding Equity Awards
| PSUs granted February 19, 2020, August 3, 2020, and March 2, 2021 are shown at the target level of performance. The total actual number of shares to be delivered will be determined at the end of the performance period.(d) |
Outstanding Equity Awards
| Ms. Lee did not have any equity awards outstanding as of December 31, 2021.(e) |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes the value received from stock option exercises and stock grants vested during 2021.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Edward D. Breen | 341,866 | 4,698,672 | 104,356 | 15,403,241 | | Lori D. Koch | — | — | 4,243 | 293,465 | | Erik T. Hoover | — | — | 5,235 | 370,510 | | Jon Kemp | 13,715 | 75,839 | 4,295 | 302,423 | | Randy Stone | 3,181 | 40,562 | 7,119 | 1,193,419 | | Matthias Heinzel | 16,741 | 365,955 | 92,117 | 7,118,745 | | Rose Lee | 26,448 | 383,672 | 6,815 | 481,655 |
Option Exercises and Stock Vested
| Reflects delivery of shares from the 2018, 2019, and 2020 Annual Restricted Stock Unit grants. In addition, Mr. Breen had shares delivered for the payment of FICA and Medicare taxes related to his eligibility for award treatment under 55/10 and Mr. Heinzel had shares delivered under this 2018 and 2019 special award grants. Reflects vesting in DuPont, Corteva, and Dow shares.(a) |
Base Salary, Short-Term 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. |
Base Salary, Short-Term 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. |
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 2021:
CEO Pay Ratio
| • | The annual total compensation for the median employee was $108,955, and |
CEO Pay Ratio
| • | The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $15,106,986. |
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 2021 was 139:1. 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. The median employee was identified in 2021 from the population of all employees worldwide as of October 1, 2021 utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2021 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. The Company also excluded approximately 4,085 employees who joined DuPont through the acquisition of Laird on July 1, 2021.
CEO Pay Ratio
| 2022 Proxy Statement | 65 |
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 2023 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 9, 2022, and the close of business on December 9, 2022. 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.