DEF 14A of DuPont de Nemours, Inc., Apr 6, 2023

DEF 14A of DuPont de Nemours, Inc.

Filed Apr 6, 2023 · FY20220001193125-23-094064

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | (As of the date of this 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 56 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 67 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 2* | | Ruby R. Chandy | | | | | | | | Age 61 Former President, Industrial Division, Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin | | | | | | | | Age 54 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 71 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 56 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson | | | | | | | | Age 65 President, The Ohio State University | ● | | | ● | ● | 1 | | Luther C. Kissam | | | | | | | | Age 58 Partner, Bernhard Capital Partners Management, LP | ● | ● | ● | | | 1 | | Frederick M. Lowery | | | | | | | | Age 52 Senior Vice President, Thermo Fisher, President, Customer Channels | ● | | | CH | ● | | | Raymond J. Milchovich | | | | | | | | Age 73 Former Chief Executive Officer, National Technical Systems | ● | | | ● | ● | | | Deanna M. Mulligan | | | | | | | | Age 59 Chief Executive Officer, Purposeful | ● | | ● | ● | | | | Steven M. Sterin | | | | | | | | Age 51 Senior Advisor, McKinsey & Company | ● | CH | | | ● | 1 |

  3. Director Nominees

    | Mr. Breen currently serves as a director of Comcast Corporation and IFF. Mr. Breen will not stand for re-election to the IFF board of directors and his term as a director of IFF will expire immediately following IFF’s annual meeting of stockholders which is expected to occur on May 3, 2023.* |

  4. Director Nominees

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  5. Director Nominee Skills and Diversity Matrix

    Director Nominee Skills and Diversity Matrix As part of the nominee selection process for the Annual Meeting, the Nomination and Governance Committee reviewed the diversity of the Board, including the knowledge, skills and expertise and the demographic information set forth below. The Nomination and Governance Committee also reviewed the time commitments of each director and the results of the annual Board and individual director evaluations. Based upon the review of the Nomination and Governance Committee, it believes that the overall mix of the backgrounds of the nominees for election at the Annual Meeting provides for a diverse and highly qualified Board.

  6. Director Nominee Skills and Diversity Matrix

    | | | | | | | | | | | | | | | KNOWLEDGE, SKILLS & EXPERTISE | | | | | | | | | | | | | | CEO of Public Company | | ● | | ● | ● | | | ● | | ● | | | | Public Company Board Experience | | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Compensation/Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability | | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | | Finance and Accounting | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business | ● | ● | ● | ● | ● | | | ● | ● | ● | ● | ● | | IT / 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+ | | | | | | | ● | | | | | |

  7. Director Nominee Skills and Diversity Matrix

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  8. Director Nominee Skills and Diversity Matrix

    | | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | Male | | ● | | ● | ● | ● | | ● | ● | ● | | ● | | Female | ● | | ● | | | | ● | | | | ● | | | Age | 56 | 67 | 61 | 54 | 71 | 56 | 65 | 58 | 52 | 73 | 59 | 51 | | Year Joined Board | 2019 | 2017 | 2019 | 2019 | 2017 | 2019 | 2022 | 2019 | 2019 | 2019 | 2021 | 2019 |

  9. Director Nominee Skills and Diversity Matrix

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  10. Election of Directors

    Election of Directors

  11. Election of Directors

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

  12. Election of Directors

    | 2022 Proxy Statement | 19 |

  13. Election of Directors

    | (As of the date of this 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 56 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 67 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 2* | | Ruby R. Chandy | | | | | | | | Age 61 Former President, Industrial Division Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin | | | | | | | | Age 54 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 71 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 56 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson | | | | | | | | Age 65 President, The Ohio State University | ● | | | ● | ● | 1 | | Luther C. Kissam | | | | | | | | Age 58 Partner, Bernhard Capital Partners Management LP | ● | ● | ● | | | 1 | | Frederick M. Lowery | | | | | | | | Age 52 Senior Vice President, Thermo Fisher, President, Customer Channels | ● | | | CH | ● | | | Raymond J. Milchovich | | | | | | | | Age 73 Former Chief Executive Officer, National Technical Systems | ● | | | ● | ● | | | Deanna M. Mulligan | | | | | | | | Age 59 Chief Executive Officer, Purposeful | ● | | ● | ● | | | | Steven M. Sterin | | | | | | | | Age 51 Senior Advisor, McKinsey & Company | ● | CH | | | ● | 1 |

  14. Election of Directors

    | Mr. Breen currently serves as a director of Comcast Corporation and IFF. Mr. Breen will not stand for re-election to the IFF board of directors and his term as a director of IFF will expire immediately following IFF’s annual meeting of stockholders which is expected to occur on May 3, 2023.* |

  15. Election of Directors

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  16. 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.

  17. Director Nominees

    | Age: 56 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability Other Public 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. |

  18. Director Nominees

    | Age: 67 Director Since: 2017 Committees: None Other Public 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 has served as a director of IFF since February 2021 but will not stand for reelection in 2023. Mr. Breen 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. |

  19. Director Nominees

    | 2022 Proxy Statement | 21 |

  20. Director Nominees

    | Age: 61 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability (Chair) Other Public 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 2022. 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. |

  21. Director Nominees

    | Age: 54 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public 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. |

  22. Director Nominees

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  23. Director Nominees

    | Age: 71 Director Since: 2017 Committees: Nomination and Governance (Chair); People and Compensation Other Public 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. |

  24. Director Nominees

    | Age: 56 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public 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. |

  25. Director Nominees

    | 2022 Proxy Statement | 23 |

  26. Director Nominees

    | Age: 65 Director Since: 2022 Committees: Environment, Health, Safety & Sustainability; People and Compensation Other Public 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 joined the DuPont Board of Directors in May 2022. Skills and Expertise: Dr. Johnson has an engineering background with expertise in science, technology, business, entrepreneurship, 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. |

  27. Director Nominees

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  28. Director Nominees

    | Age: 58 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public 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. and also serves as Chairman of the Board of Cirba Solutions, a privately held company. 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 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. |

  29. Director Nominees

    | Age: 52 Director Since: 2019 Committees: People and Compensation (Chair); Environment, Health, Safety & Sustainability Other Public 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 Thermo Fisher, 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. |

  30. Director Nominees

    | 2022 Proxy Statement | 25 |

  31. Director Nominees

    | Age: 73 Director Since: 2019 Committees: People and Compensation; Environment, Health, Safety & Sustainability Other Public Boards: None | Raymond J. Milchovich Former Chief Executive Officer, National Technical Systems Mr. Milchovich served as the CEO and Lead Director of National Technical Systems (NTS) from May 2020 to the end of 2022. 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 former 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. |

  32. Director Nominees

    | Age: 59 Director Since: 2021 Committees: Nomination and Governance; People and Compensation Other Public 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 Financial, 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. |

  33. Director Nominees

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  34. Director Nominees

    | Age: 51 Director Since: 2019 Committees: Audit (Chair); Environment, Health, Safety & Sustainability Other Public Boards: 1 | Steven M. Sterin Senior Advisor, McKinsey & Company Mr. Sterin has served as a Senior Advisor to McKinsey & Company since April 2023 and previously served in this role from June 2019 to August 2021. Mr. Sterin was the co-founder and president of G&S Energy Holdings, LLC from its inception in August 2021 until December 2022. 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 served as Executive Vice President and Chief Financial Officer of 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 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. |

  35. 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.

  36. AGENDA ITEM 1: ELECTION OF DIRECTORS

    | 2022 Proxy Statement | 27 |

  37. 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 2022. For a description of compensation paid to Mr. Breen, Executive Chairman and Chief Executive Officer, see the Compensation Discussion & Analysis and Executive Compensation sections in this Proxy Statement. Non-Employee Directors’ Fees In April 2022, based on the recommendation of the People and Compensation Committee after its consideration of a director compensation study prepared by FW Cook, the Board approved a $15,000 increase to the annual cash retainer provided to each non-employee director. 2022 directors’ fees, as stated below, are paid only to directors who are not our employees. An overview of the 2022 compensation elements for non-employee directors is below.

  38. Director Compensation

    | Compensation Element | | ($) | | Cash Retainer | | 130,000 | | Equity Retainer | | 170,000 | | Total Retainer | | 300,000 | | Annual Committee Chair Fees | Audit | 35,000 | | | Compensation | 25,000 | | | All Other Committees | 20,000 | | Lead Director Fees | | 50,000 |

  39. Director Compensation

    The annual cash retainer for non-employee directors is paid in quarterly installments. For new non-employee directors who are initially appointed to the Board on a date other than the date of the annual meeting, the cash retainer is pro-rated beginning with the month the director attends their first Board meeting. The annual equity retainer for non-employee directors is typically awarded on the date of our annual meeting. For new non-employee directors who are initially appointed to the Board on a date other than the date of the annual meeting, the annual equity retainer is pro-rated based upon the number of months from the time the director attends their first Board meeting until the anniversary of the prior year’s annual meeting of stockholders. The Committee has discretion to adjust the proration methodology in the event the date of the next annual meeting is more than 30 days before or after the anniversary of the prior year’s annual meeting.

  40. Director Compensation

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  41. Director Compensation

    Director Compensation for 2022

  42. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Amy Brady | 122,745 | 228,612 | 300 | 351,656 | | Ruby Chandy | 142,745 | 228,612 | 300 | 371,656 | | Frank Clyburn (d) | 19,444 | — | 25 | 19,469 | | Terrence Curtin | 122,745 | 228,612 | 300 | 351,656 | | Alexander M. Cutler | 192,745 | 228,612 | 20,154 | 441,510 | | Eleuthere I. du Pont | 122,745 | 228,612 | 14,475 | 365,831 | | Kristina M. Johnson | 67,120 | 228,612 | 200 | 295,931 | | Luther C. Kissam IV | 122,745 | 228,612 | 300 | 351,656 | | Fred Lowery (e) | 147,745 | 228,612 | 300 | 376,656 | | Raymond J. Milchovich | 122,745 | 228,612 | 300 | 351,656 | | Deanna M. Mulligan | 122,745 | 228,612 | 300 | 351,656 | | Steven M. Sterin | 157,745 | 228,612 | 300 | 386,656 |

  43. Director Compensation

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

  44. Director Compensation

    | The full grant date fair value of Restricted Stock Units granted on May 26, 2022 is based on $67.37 per share with a total value of $170,042 for all non-employee directors and the full grant date fair value of the common stock awarded on August 4, 2022 is based on $58.57 per share for a total value of $58,570 for all non-employee directors, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.(b) |

  45. Director Compensation

    | Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2022 for non-employee directors under EID’s discontinued directors’ charitable gift plan.(c) |

  46. Director Compensation

    | Mr. Clyburn retired from the Board effective January 20, 2022.(d) |

  47. Director Compensation

    | Mr. Lowery became the Chair of the People and Compensation Committee in January 2022 upon Mr. Clyburn’s retirement from the Board.(e) |

  48. Director Compensation

    Outstanding equity awards for individual directors are noted below:

  49. Director Compensation

    | Name | Outstanding Stock Awards at December 31, 2022 | | Amy Brady | 10,099 | | Ruby Chandy | 11,853 | | Terrence Curtin | 10,866 | | Alexander M. Cutler | 18,952 | | Eleuthere I. du Pont | 18,952 | | Kristina M. Johnson | 2,565 | | Luther C. Kissam IV | 11,853 | | Fred Lowery | 10,866 | | Raymond J. Milchovich | 10,866 | | Deanna M. Mulligan | 5,036 | | Steven M. Sterin | 12,227 |

  50. Director Compensation

    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.

  51. Director Compensation

    | 2022 Proxy Statement | 29 |

  52. Director Compensation

    Non-Employee Directors’ Stock Grant In May 2022, all non-employee directors received a grant of 2,524 Restricted Stock Units (“RSUs”), with provisions limiting transfer until retirement or termination of service to the Company. Non-Employee Directors’ Initial Stock Grant In order to ensure direct ownership of the Company’s common stock by all directors, during 2022 the Board adopted a policy to award each newly appointed non-employee director a one-time grant of 1,000 shares of the Company’s common stock when they join the Board. These shares must be held until retirement or termination of service to the Company, subject to an exception to allow for the sale of up to 45% of the shares underlying the award to cover income taxes related to the award. Each of the current non-employee directors received a one-time grant of 1,000 shares on August 4, 2022 to align their compensation package with that of future non-employee directors. 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, stock units will be held until retirement. However, a director may defer payments beyond retirement. 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, 2022.

  53. 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 | 6,342,816 | 71.27 | 16,903,411 |

  54. Director Compensation

    | 30 | |

  55. Frequently Used Acronyms

    Frequently Used Acronyms 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 PEO – Principal 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 TSR – Total Shareholder Return 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.

  56. STIP

    STIP

  57. STIP

    | • | As in prior years, Corporate Adjusted EPS, Segment Organic Revenue, and Segment Operating EBITDA remained performance metrics. For 2022, Segment Adjusted Free Cash Flow replaced Net Working Capital Turn as a performance metric to increase business focus on all drivers of cash while prioritizing management of working capital levels and capital expenditures. |

  58. STIP

    | • | Overall 2022 performance results were lower than the performance metric targets established in February 2022 yielding below target payouts. This was due, in large part, to growing challenges in the global macro environment coupled with underperformance in Segment Adjusted Free Cash Flow. STIP payouts for the Business Segment Presidents varied based on the performance of their respective individual Business Segments. |

  59. STIP

    | • | A Sustainability Modifier remained part of the STIP design to ensure continued focus on progress toward our 2030 Sustainability Goals. The purpose of the modifier is to enhance or curtail STIP awards by up to 10% if there is extraordinary or limited progress achieved. When we meet our overall expected progress goal, no modifier is applied. Based on a holistic review of the 2022 performance, the Committee determined that overall progress was generally consistent with expectations and no modifier was applied. |

  60. STIP

    | • | Reinforcing our pay for performance philosophy, a reallocation feature was added to allow for the Committee to reduce payout factors to provide increased payouts to top performers. |

  61. LTI

    LTI

  62. LTI

    | • | The 2022 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%). |

  63. LTI

    | • | Adjusted ROIC and Adjusted Corporate Net Income remained the primary PSU metrics. The PSU design also continued to include a Relative Total Shareholder Return modifier based on the performance relative to the S&P 500. |

  64. LTI

    | • | The Committee approved a payout factor of 124.28% for the 2020 PSU which had a three-year performance period that ended December 31, 2022. The 2020 PSU was granted to executive officers and other key leaders as part of their annual LTI award in 2020. |

  65. LTI

    | 36 | |

  66. CEO Actions

    | • | On December 31, 2022, Mr. Breen became entitled to a $10 million retention payment pursuant to the terms of his existing employment agreement. This retention payment was previously disclosed along with the terms of his existing employment agreement and is reflected in the Summary Compensation table for 2022. For a description of the new letter agreement and the terms of Mr. Breen’s existing employment agreement, see “E. Breen Employment Agreement” under “Executive Compensation” below. |

  67. CEO Actions

    | 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 executive officers | | 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 | | |

  68. Components of Executive Compensation and Benefits

    | Pay Component | | Role | Determination Factors | | Salary | | Fixed cash compensation that provides a reliable source of income. | • Competitive positioning against benchmark data for similar roles, individual performance, experience, and potential. | | Short-Term Incentive Program | | Cash incentive compensation that rewards for both the achievement of annual financial and operational goals as well as individual performance. Range: 0%—200% | One-year performance period | | | | | • Corporate Adjusted EPS (50%) • Segment Organic Revenue (20%) • Segment Operating EBITDA (15%) • Segment Adjusted Free Cash Flow (15%) • Sustainability (Modifier) | | Long-Term Incentives | | | | | | | A combination of vehicles delivering long-term equity-based compensation that enhances retention, increases stock ownership and aligns interests of executives and stockholders. | | | | Performance Share Units (60%) | Rewards executives for achieving multi-year financial priorities. Granted at the beginning of a three-year performance period with units earned based on performance achievement over the three-year period. | Three-year performance period | | | | | • Adjusted ROIC (50%) • Adjusted Corporate Net Income (50%) • Relative TSR (Modifier) | | | | Range: 0%—200% | | | | Stock Options (20%) | Incentivizes executives through stock price appreciation. Vested options remain exercisable for 10 years from the date of grant. | Three-year incremental vesting | | | | | • Stock price | | | Restricted Stock Units (20%) | Supports executive retention and stock ownership. | Three-year incremental vesting | | | | | • Stock price | | Benefits and Perquisites | | | | | | | Minimal perquisites are provided where reasonable to attract key executive talent. 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. | • Competitive market practice for similar roles. |

  69. Components of Executive Compensation and Benefits

    2022 NEO Target Total Direct Compensation Summary At the beginning of 2022, 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. 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.

  70. Components of Executive Compensation and Benefits

    | Name | 2022 Base Salary ($) | 2022 Target Short-Term Incentive ($) | 2022 Target Long-Term Incentive ($) | Target Total Direct Compensation ($) | | Edward D. Breen | 1,000,000 | 1,500,000 | 12,500,000 | 15,000,000 | | Lori D. Koch | 750,000 | 750,000 | 3,000,000 | 4,500,000 | | Erik T. Hoover | 625,000 | 625,000 | 1,500,000 | 2,750,000 | | Jon Kemp | 650,000 | 650,000 | 1,750,000 | 3,050,000 | | Leland Weaver | 550,000 | 550,000 | 1,500,000 | 2,600,000 |

  71. 2022 Average Target Compensation for Other NEOs

    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 our 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 2022. Short-term incentive opportunities for the NEOs as of December 31, 2022 are shown in the table below.

  72. 2022 Average Target Compensation for Other NEOs

    | Name | 2022 Target STIP (%) | 2022 Target STIP ($) | | Edward D. Breen | 150% | 1,500,000 | | Lori D. Koch | 100% | 750,000 | | Erik T. Hoover | 100% | 625,000 | | Jon Kemp | 100% | 650,000 | | Leland Weaver | 100% | 550,000 |

  73. 2022 Average Target Compensation for Other NEOs

    | Financial Metrics and Performance Results The 2022 STIP design and performance targets were approved by the Committee in February 2022. Business Segment performance remains a key part of the overall STIP design for Business Segment Presidents to align short-term incentives with the results of their respective businesses. Segment Adjusted Free Cash Flow replaced Net Working Capital Turn (which was a performance metric in the 2021 STIP) within the Business Segment metrics, ensuring business focus on all drivers of cash while prioritizing management of working capital levels and capital expenditures. STIP Payouts for Corporate Aligned NEOs are calculated based on the sum of the Business Segment metrics results for Electronics & Industrial and Water & Protection (“Sum of Business Segments”). | | | Key Metrics 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 and the after-tax impact of non-operating pension / OPEB benefits / charges. The Biomaterials business is excluded. Segment Organic Revenue* Net sales excluding Corporate, adjusted for the change in currency from 2022 budget forecast and the change in portfolio from 2022 budget forecast. 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. Segment Adjusted Free Cash Flow* Cash provided by/(used for) operating activities less capital expenditures, excluding the impact of cash inflows/outflows that are unusual in nature and/or infrequent in occurrence that neither relate to the ordinary course of our business nor reflect our underlying business liquidity adjusted to exclude the results of our Corporate & Other segment. * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures. | | | Metric | Weighting | | | Corporate | Corporate Adjusted EPS | 50% | | | | Segment Organic Revenue | 20% | | | Business Segment | Segment Operating EBITDA | 15% | | | | Segment Adjusted Free Cash Flow | 15% | | | The Committee approved challenging incentive plan targets for 2022 taking into consideration the complex macroeconomic environment and external expectations. The Committee also reviewed the alignment of payout opportunities and strong financial results at threshold, target, and maximum performance goal levels. The maximum payout was capped at 200%. Short-term incentive targets were set prior to entry into the definitive agreement for the M&M Divestiture as well as the reclassification of the M&M Divestitures as discontinued operations. The Committee adjusted the approved Corporate Adjusted EPS Target of $5.17 to $3.62 to align with continuing operations. Following closing of the M&M Divestiture, the Committee determined it was appropriate to remove the positive impact of the proceeds from the Corporate Adjusted EPS result as they were not contemplated as part of the pre-established target. As a result, the performance of the Corporate Adjusted EPS metric was reduced by eleven cents to $3.30. | | | |

  74. 2022 Average Target Compensation for Other NEOs

    | | | | | | | | Weighted Payout Results | | | | Performance Metric & Weighting | | | Below Threshold | Threshold | Target | Maximum | Corporate Aligned | Electronics & Industrial | Water & Protection | | | | % of Payout | 0% | 50% | 100% | 200% | | | | | | Corporate Adjusted EPS(1) 50% | | | 3.08 | 3.62 | 4.16 | | | | | | | | | | | | | | | | | | | | Actual: 3.30 | | | | 35.25% | 35.25% | 35.25% | | | Segment Organic Revenue(1)(2) 20% | Sum of Business Segments | | 11,009 | 12,232 | 13,455 | | | | | | | | | | | | | | | | | | | | Actual: 12,171 | | | | 19.50% | | | | | | Electronics & Industrial | | 5,525 | 6,139 | 6,753 | | | | | | | | | | | | | | | | | | | | Actual: 6,044 | | | | | 18.44% | | | | | Water & Protection | | 5,484 | 6,093 | 6,702 | | | | | | | | | | | | | | | | | | | | Actual: 6,127 | | | | | | 21.10% | | | Segment Operating EBITDA(1)(2) 15% | Sum of Business Segments | | 2,814 | 3,518 | 4,046 | | | | | | | | | | | | | | | | | | | | Actual: 3,244 | | | | 12.09% | | | | | | Electronics & Industrial | | 1,582 | 1,978 | 2,275 | | | | | | | | | | | | | | | | | | | | Actual: 1,819 | | | | | 11.99% | | | | | Water & Protection | | 1,232 | 1,540 | 1,771 | | | | | | | | | | | | | | | | | | | | Actual: 1,425 | | | | | | 12.21% | | | Segment Adjusted Free Cash Flow(1)(2) 15% | Sum of Business Segments | | 1,855 | 2,319 | 2,783 | | | | | | | | | | | | | | | | | | | | Actual: 1,762 | | | | 0.0% | | | | | | Electronics & Industrial | | 1,065 | 1,331 | 1,597 | | | | | | | | | | | | | | | | | | | | Actual: 1,119 | | | | | 9.03% | | | | | Water & Protection | | 790 | 988 | 1,186 | | | | | | | | | | | | | | | | | | | | Actual: 643 | | | | | | 0.0% | | | | | | Overall Payout Result | | | 66.9% | 74.7% | 68.6% |

  75. Reallocation

    | | Final Adjusted Payout Factor | | Corporate Aligned (Sum of Business Segments) | 63.9% | | Electronics & Industrial | 71.7% | | Water & Protection | 65.6% |

  76. Individual Performance Factor

    | Name | Year End Base Salary ($) | STIP Target Percent | STIP Target Amount ($) | Payout Factor | Individual Performance Factor | Total STIP Payout Amount ($) | | Edward D. Breen | 1,000,000 | 150% | 1,500,000 | 63.9% | 100% | 958,500 | | Lori D. Koch | 750,000 | 100% | 750,000 | 63.9% | 100% | 479,250 | | Erik T. Hoover | 625,000 | 100% | 625,000 | 63.9% | 115% | 459,281 | | Jon Kemp | 650,000 | 100% | 650,000 | 71.7% | 100% | 466,050 | | Leland Weaver | 550,000 | 100% | 550,000 | 65.6% | 110% | 396,880 |

  77. Individual Performance Factor

    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 determining the annual LTI award opportunities for executive officers, the Committee reviews each executive officer’s scope of responsibility, market competitiveness, performance, impact on results and expected future contributions to the business. Performance based awards form a majority of the 2022 LTI award for each executive officer 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 received increases to their target long-term incentive opportunity in 2022. 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 $11,000,000 to $12,500,000. Mr. Hoover’s target long-term incentive opportunity was increased from $1,200,000 to $1,500,000. The table below details the 2022 LTI awards to NEOs.

  78. Individual Performance Factor

    | Name | RSU Grant Value ($)(a) | Stock Options Grant Value ($)(a) | PSU Grant Value ($)(a)(b) | Total Target Grant Value ($)(a) | | Edward D. Breen | 2,500,000 | 2,500,000 | 7,500,000 | 12,500,000 | | Lori D. Koch | 600,000 | 600,000 | 1,800,000 | 3,000,000 | | Erik T. Hoover | 300,000 | 300,000 | 900,000 | 1,500,000 | | Jon Kemp | 350,000 | 350,000 | 1,050,000 | 1,750,000 | | Leland Weaver | 300,000 | 300,000 | 900,000 | 1,500,000 |

  79. Individual Performance Factor

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

  80. Individual Performance Factor

    | 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 February 23, 2022.(b) |

  81. Individual Performance Factor

    | Key Metrics | | | | 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 merger and the after-tax impact of non-operating pension/other post-employment benefits/(“OPEB”)/charges. The Biomaterials, Clean Technologies and Solamet businesses are excluded from the 2020 PSU Award results. The Biomaterials business will be excluded from the 2022 PSU Award results. In 2022, the definition was amended to exclude all intangible amortization related expense on a go-forward basis. See “2020 PSU Award Results”. | 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 are excluded from the 2020 PSU Award results. The Biomaterials business will be excluded from the 2022 PSU Award results. In 2021, the definition was amended to exclude restricted cash on a go-forward basis. See “2020 PSU Award Results”. | Total Shareholder Return (TSR) 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. | | * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures | | |

  82. 2022 PSUs

    2022 PSUs PSU awards are designed to align executive compensation and decision making with Company performance over the long term. The 2022 PSU metrics remain the same as in the two prior years. The 2022 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.

  83. 2022 PSUs

    | Performance Metrics | Weighting | Measurement | Period | | Adjusted ROIC | 50% | • Average over period | January 1, 2022 – December 31, 2024 | | Adjusted Corporate Net Income | 50% | • Performance is measured in three discrete periods. | January 1, 2022 – December 31, 2022 January 1, 2023 – December 31, 2023 January 1, 2024 – December 31, 2024 | | | | • A target growth rate for each year is established at the start of the three-year performance period. Targets for 2nd and 3rd periods are determined using the prior period actual performance and the established growth rate. | | | Relative TSR | Modifier | • Point-to-point against S&P 500 | January 1, 2022 – December 31, 2024 |

  84. 2022 PSUs

    | Relative TSR Ranking | 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 |

  85. 2022 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%. We believe that disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. Performance targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs.

  86. 2020 PSU Award Results

    2020 PSU Award Results In February 2020, we issued the 2020 PSU award. The 2020 PSU award included performance goals based on Adjusted ROIC and Adjusted Corporate Net Income, each weighted at 50%, as well as a Relative TSR modifier based on Company TSR performance relative to the S&P 500. Performance under the 2020 PSU award is assessed over a three-year period which ended on December 31, 2022. Targets for the 2020 PSU were originally approved in February 2020, subject to potential adjustment for events, such as M&A activity, which may impact performance in a manner inconsistent with the intended application of the performance metrics. As part of our on-going strategy to optimize our portfolio of businesses, we have completed several significant acquisitions and divestitures since the performance targets for the 2020 PSU award were originally approved, including the N&B Transaction, the acquisition of Laird Performance Materials and the M&M Divestiture. In addition, following the announcement of the M&M Divestitures, the financial results of the M&M Divestitures were reclassified as discontinued operations for all periods presented in our financial statements (the “M&M Reclassification”). These portfolio actions and the related impact on our financial results from continuing operations have had a material impact on our ability to fairly assess performance relative to the original performance goals for the 2020 PSU award. The Committee reviewed the impact of events as they occurred to determine if adjustments were needed to appropriately align results to performance. The Committee practices a disciplined approach to adjustments including removal of both positive and negative impacts of events aimed at neutralizing the effect on performance results. After careful consideration, the Committee approved the adjustments described below over the course of the performance period.

  87. 2020 PSU Award Results

    | 2023 Proxy Statement | 47 |

  88. 2020 PSU Award Results

    The approved Adjusted ROIC target was to be measured as the average ROIC over the three-year performance period. The three-year performance period was bifurcated into three discrete annual periods with equal weighting as a result of the N&B Transaction in 2021 and the M&M Reclassification in 2022. Although we adjusted the performance period, we retained the original 100 bps annual improvement goal. Adjustments to the target basis and result for each period are described below.

  89. 2020 PSU Award Results

    | – | 2020: End of 2019 Adjusted ROIC remained the basis for the target. No adjustment to result. |

  90. 2020 PSU Award Results

    | – | 2021: In light of significant additional restricted cash associated with a special cash payment from the N&B Transaction, the metric definition was revised to exclude restricted cash beginning with the 2021 period. The target was established using restated end of 2020 Adjusted ROIC which excluded the N&B Transaction. The performance result excluded the performance of Laird Performance Materials which was acquired July 2021. |

  91. 2020 PSU Award Results

    | – | 2022: Target was established using restated end of 2021 Adjusted ROIC which excluded the M&M Divestitures. The performance result excluded the excess cash associated with the M&M Divestiture which closed on November 1, 2022. |

  92. 2020 PSU Award Results

    The approved Adjusted Corporate Net Income targets were to be measured in three discrete periods with the final payout percentage calculated as the average of the annual payout percentages. The approved target performance for year 1 was based on projected performance with targets for years 2 and 3 to be determined by applying a pre-established growth rate of 7% to prior year actual performance. There was no change to the approved discrete periods or pre-established growth rate of 7%. Adjustments to the target basis and results for each period are described below.

  93. 2020 PSU Award Results

    | – | 2020: No adjustments applied. |

  94. 2020 PSU Award Results

    | – | 2021: Target was established using restated 2020 actual Adjusted Corporate Net Income which excluded the N&B Transaction. The performance result excluded the performance of Laird Performance Materials which was acquired on July 1, 2021. |

  95. 2020 PSU Award Results

    | – | 2022: The metric definition was changed for the 2022 period to exclude all intangible amortization related expense in order to align to an external reporting change with respect to the treatment of intangible amortization expense. The target was established using restated 2021 actual Adjusted Corporate Net Income which excluded the M&M Divestitures and incorporated an adjustment to include the expected full year impact of the acquisition of Laird Performance Materials. The performance result excluded the benefit of the proceeds from the M&M Divestiture. |

  96. 2020 PSU Award Results

    Relative TSR was approved as a point-to-point measurement based on the percentile ranking against the S&P 500. There were no adjustments to the measurement of Relative TSR in determination of the modifier results.

  97. 2020 PSU Award Results

    | 48 | |

  98. 2020 PSU Award Results

    The Committee approved a payout factor of 124.28% based on achievement of results against pre-established target levels and application of adjustments as described above. The tables below detail performance against each measure:

  99. 2020 PSU Award Results

    | Performance Metrics & Weighting | | Period | Below Threshold | Threshold | Target | Maximum | Payout Percentage | | | | % of Payout | 0% | 50% | 100% | 200% | | | | Adjusted ROIC(1) 50% | | | 27.70 | 30.70 | 33.70 | | | | | 2020 | | | | | | | | | | | Actual: 19.10 | | | | 0% | | | | | | 21.35 | 22.10 | 23.60 | | | | | 2021 | | | | | | | | | | | Actual: 23.40 | | | | 186.67% | | | | | | 22.45 | 23.20 | 24.70 | | | | | 2022 | | | | | | | | | | | Actual: 25.30 | | | | 200% | | | | | | | | | 64.46% (weighted) | | | Adjusted Corporate Net Income(1)(2) 50% | | | 2,139 | 2,674 | 3,209 | | | | | 2020 | | | | | | | | | | | Actual: 2,405 | | | | 74.86% | | | | | | 1,150 | 1,437 | 1,724 | | | | | 2021 | | | | | | | | | | | Actual: 2,072 | | | | 200% | | | | | | 1,419 | 1,774 | 2,129 | | | | | 2022 | | | | | | | | | | | Actual: 1,661 | | | | 84.08% | | | | | | | | | 59.82% (weighted) | | | | Applied Modifier | | 0.75 | 1 | 1.25 | | | | | | | < 25 | | > 75 | | | | | Relative TSR Ranking Against S&P 500 | | | | | | | | | | | Actual: 41 | | | | 1 | | | | | | Overall Payout Result | | | 124.28% |

  100. 2020 PSU Award Results

    | See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures.(1) |

  101. 2020 PSU Award Results

    | Threshold, target, maximum, and actual values expressed in millions of U.S. Dollars.(2) |

  102. 2020 PSU Award Results

    | 2023 Proxy Statement | 49 |

  103. 2020 PSU Award Results

    The table below shows the target number of units granted in 2020 and the actual number of units earned, excluding dividend equivalent units.

  104. 2020 PSU Award Results

    | Named Executive Officer | Target PSUs Granted (#) | Payout % | PSUs Earned (#) | | Edward D. Breen | 112,150 | 124.28% | 139,380 | | Lori D. Koch | 28,038 | 124.28% | 34,846 | | Erik T. Hoover | 11,776 | 124.28% | 14,635 | | Jon Kemp | 19,627 | 124.28% | 24,392 | | Leland Weaver(a) | — | — | — |

  105. 2020 PSU Award Results

    | Mr. Weaver did not receive a PSU grant in 2020.(a) |

  106. 2020 PSU Award Results

    Benefits and Perquisites

  107. 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. |

  108. The Compensation Process

    | • | Reviewing and advising on the constituents of the peer group. |

  109. 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 The Committee utilizes a peer group when making compensation decisions for the executive officers. The Committee reviews the peer group annually and determined no changes to our peer group were needed during the 2022 performance year. During the peer group determination and evaluation process, the following criteria were reviewed:

  110. 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 2022.

  111. Other Considerations

    Stock Ownership Guidelines We require our executive officers to 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. Our 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, 2022, each NEO either met or exceeded their ownership goal or was within the five-year period allowed to meet the guidelines.

  112. 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 our securities. They also are prohibited from holding our securities in a margin account or otherwise pledging our 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, we 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. We expect to update the Clawback Policy or adopt a new policy in order to comply with New York Stock Exchange listing standards to be issued in connection with new rules promulgated by the SEC under the Dodd-Frank Act. Compensation and Risk Management The Committee periodically reviews our 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 us. In conducting the review in 2022, we 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.

  113. Compensation Tables and Narratives

    | 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 ($)(f) | Total ($) | | Edward D. Breen | 2022 | 1,000,000 | 10,000,000 | 10,652,681 | 2,500,006 | 958,500 | — | 473,110 | 25,584,297 | | Chief Executive Officer | 2021 | 1,000,000 | — | 9,274,863 | 2,200,006 | 2,269,500 | — | 362,617 | 15,106,986 | | | 2020 | 1,000,000 | 333,000 | 7,933,152 | 2,361,998 | 717,000 | — | 524,286 | 12,869,436 | | Lori D. Koch | 2022 | 741,667 | — | 2,556,721 | 600,001 | 479,250 | — | 162,069 | 4,539,708 | | Chief Financial Officer | 2021 | 700,000 | — | 2,529,585 | 600,000 | 1,059,100 | — | 148,389 | 5,037,074 | | | 2020 | 646,667 | 194,250 | 1,908,360 | 500,008 | 418,250 | 14,329 | 82,947 | 3,764,811 | | Erik T. Hoover | 2022 | 616,667 | — | 1,278,439 | 300,009 | 459,281 | — | 165,637 | 2,820,033 | | Senior Vice President, General Counsel | 2021 | 566,667 | — | 1,011,848 | 240,010 | 1,130,968 | — | 95,062 | 3,044,555 | | Jon Kemp | 2022 | 641,667 | — | 1,491,419 | 350,011 | 466,050 | — | 153,488 | 3,102,635 | | President, Electronics and Industrial | 2021 | 600,000 | — | 4,318,817 | 550,002 | 958,200 | — | 101,300 | 6,528,319 | | Leland Weaver | 2022 | 550,000 | — | 1,278,439 | 300,009 | 396,880 | — | 116,432 | 2,641,760 | | President, Water and Protection | | | | | | | | | |

  114. 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.

  115. 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 | 2/17/2022 | 2/17/2022 | | 1,500,000 | 3,000,000 | | | | | | | | | | 2/23/2022 | 2/17/2022 | | | | | | | 33,312 | | | 2,500,066 | | | 2/23/2022 | 2/17/2022 | | | | 49,967 | 99,934 | 199,868 | | | | 8,152,616 | | | 2/23/2022 | 2/17/2022 | | | | | | | | 143,596 | 75.05 | 2,500,006 | | Lori D. Koch | 2/16/2022 | 2/16/2022 | | 750,000 | 1,500,000 | | | | | | | | | | 2/23/2022 | 2/16/2022 | | | | | | | 7,995 | | | 600,025 | | | 2/23/2022 | 2/16/2022 | | | | 11,993 | 23,985 | 47,970 | | | | 1,956,696 | | | 2/23/2022 | 2/16/2022 | | | | | | | | 34,463 | 75.05 | 600,001 | | Erik T. Hoover | 2/16/2022 | 2/16/2022 | | 625,000 | 1,250,000 | | | | | | | | | | 2/23/2022 | 2/16/2022 | | | | | | | 3,998 | | | 300,050 | | | 2/23/2022 | 2/16/2022 | | | | 5,997 | 11,993 | 23,986 | | | | 978,389 | | | 2/23/2022 | 2/16/2022 | | | | | | | | 17,232 | 75.05 | 300,009 | | Jon Kemp | 2/16/2022 | 2/16/2022 | | 650,000 | 1,300,000 | | | | | | | | | | 2/23/2022 | 2/16/2022 | | | | | | | 4,664 | | | 350,033 | | | 2/23/2022 | 2/16/2022 | | | | 6,996 | 13,991 | 27,982 | | | | 1,141,386 | | | 2/23/2022 | 2/16/2022 | | | | | | | | 20,104 | 75.05 | 350,011 | | Leland Weaver | 2/16/2022 | 2/16/2022 | | 550,000 | 1,100,000 | | | | | | | | | | 2/23/2022 | 2/16/2022 | | | | | | | 3,998 | | | 300,050 | | | 2/23/2022 | 2/16/2022 | | | | 5,997 | 11,993 | 23,986 | | | | 978,389 | | | 2/23/2022 | 2/16/2022 | | | | | | | | 17,232 | 75.05 | 300,009 |

  116. Grants of Plan-Based Awards

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

  117. Grants of Plan-Based Awards

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

  118. 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) |

  119. Grants of Plan-Based Awards

    | 2023 Proxy Statement | 57 |

  120. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2022. The table includes outstanding equity grants from past years as well as the current year including awards denominated in Dow or Corteva common stock.

  121. 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 | | | | | 986 | 67,663 | | | | | 06/05/2015 | DD | | | | | 151 | 10,383 | | | | | 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 | | | | | | | 08/03/2020 | DD | 150,830 | 75,415 | 53.50 | 08/02/2030 | 12,568 | 862,529 | | | | | 03/02/2021 | DD | 43,341 | 86,683 | 72.98 | 03/01/2031 | 19,984 | 1,371,510 | 90,436 | 6,206,623 | | | 02/23/2022 | DD | — | 143,596 | 75.05 | 02/22/2032 | 32,672 | 2,242,285 | 99,934 | 6,858,470 | | | 05/13/2015 | CTVA | | | | | 966 | 56,780 | | | | | 06/05/2015 | CTVA | | | | | 148 | 8,713 | | | | | 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 | | | | | | | 05/13/2015 | DOW | | | | | 1,127 | 56,777 | | | | | 06/05/2015 | DOW | | | | | 173 | 8,713 | | | | | 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 | | | | | | Lori D. Koch | 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 | | | | | | | 08/05/2019 | DD | 25,317 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 37,708 | 18,854 | 53.50 | 02/18/2030 | 3,310 | 227,188 | | | | | 03/02/2021 | DD | 11,820 | 23,641 | 72.98 | 03/01/2031 | 5,677 | 389,602 | 24,665 | 1,692,759 | | | 02/23/2022 | DD | — | 34,463 | 75.05 | 02/22/2032 | 8,164 | 560,261 | 23,985 | 1,646,091 | | | 02/15/2018 | DOW | 1,240 | — | 72.78 | 02/14/2028 | | | | |

  122. Outstanding Equity Awards

    | 58 | |

  123. 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 | 02/03/2016 | 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 | | | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 15,837 | 7,919 | 53.50 | 02/18/2030 | 1,391 | 95,444 | | | | | 03/02/2021 | DD | 4,728 | 9,457 | 72.98 | 03/01/2031 | 2,271 | 155,855 | 9,866 | 677,104 | | | 02/23/2022 | DD | — | 17,232 | 75.05 | 02/22/2032 | 4,082 | 280,166 | 11,993 | 823,080 | | | 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 | | | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 26,395 | 13,198 | 53.50 | 02/18/2030 | 2,317 | 159,003 | | | | | 03/02/2021 | DD | 10,835 | 21,671 | 72.98 | 03/01/2031 | 5,204 | 357,153 | 22,609 | 1,551,656 | | | 09/01/2021 | DD | | | | | 27,914 | 1,915,771 | | | | | 02/23/2022 | DD | — | 20,104 | 75.05 | 02/22/2032 | 4,762 | 326,837 | 13,991 | 960,202 | | | 02/15/2018 | DOW | 12,128 | — | 72.78 | 02/14/2028 | | | | | | Leland Weaver | 02/03/2016 | DD | 2,815 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 3,866 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 1,293 | — | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 8,439 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 1,734 | 868 | 53.50 | 02/18/2030 | 610 | 41,836 | | | | | 02/11/2021 | DD | | | | | 4,873 | 334,405 | | | | | 03/02/2021 | DD | 985 | 1,971 | 72.98 | 03/01/2031 | 475 | 32,589 | 2,056 | 141,103 | | | 09/01/2021 | DD | 4,585 | 9,171 | 73.44 | 08/31/2031 | 1,868 | 128,172 | 8,170 | 560,707 | | | 02/23/2022 | DD | — | 17,232 | 75.05 | 02/22/2032 | 4,082 | 280,166 | 11,993 | 823,080 | | | 02/15/2018 | CTVA | 1,293 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 1,293 | — | 72.78 | 02/14/2028 | | | | |

  124. 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) |

  125. 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 Mr. Kemp vest on September 1, 2024.(b) |

  126. Outstanding Equity Awards

    | Market values based on the December 31, 2022 closing stock price of $68.63 per share of DuPont common stock, $58.78 per share of Corteva common stock, and $50.39 per share of Dow common stock.(c) |

  127. Outstanding Equity Awards

    | PSUs granted March 2, 2021 and February 23, 2022 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) |

  128. Outstanding Equity Awards

    | 2023 Proxy Statement | 59 |

  129. 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 2022.

  130. 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 | — | — | 147,320 | 14,635,725 | | Lori D. Koch | 1,240(b) | 18,059 | 12,478 | 1,003,320 | | Erik T. Hoover | — | — | 17,817 | 1,442,967 | | Jon Kemp | — | — | 18,297 | 1,478,507 | | Leland Weaver | 2,183 | 8,579 | 6,567 | 506,028 |

  131. Option Exercises and Stock Vested

    | Reflects delivery of shares from the 2019 Transformation Performance Share Unit grant, which vested on December 31, 2021 and was paid out in February 2022 for all NEOs with the exception of Mr. Weaver, and the 2019, 2020, and 2021 Annual Restricted Stock Unit grants for all NEOs. 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. Includes the vesting of Corteva and Dow shares for Mr. Breen.(a) |

  132. Option Exercises and Stock Vested

    | Reflects the exercise of options to acquire shares of Corteva common stock during 2022.(b) |

  133. 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. |

  134. 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. |

  135. 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 2022:

  136. CEO Pay Ratio

    | • | The annual total compensation for the median employee was $86,886, and |

  137. CEO Pay Ratio

    | • | The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $25,584,297. |

  138. 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 2022 was 294:1. The annual total compensation of the CEO for 2022 includes the retention payment Mr. Breen became entitled to in 2022 in connection with his 2020 Agreement. If we were to exclude the retention payment, the CEO annual total compensation would have been $15,584,297 and the resulting CEO pay ratio would have been 179:1. The pay ratios presented above are a reasonable estimates. 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 2022 from the population of all employees worldwide as of November 2, 2022 utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2022 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.

  139. CEO Pay Ratio

    | 66 | |

  140. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following information is provided regarding the relationship between the “com pensation actually paid” (“CAP”) to the NEOs during the preceding three fiscal years, and our TSR and Net Income and also Adjusted EPS, which in our assessment represents the mos t importan t financial performance measure ( that is not otherwise required to be disclosed in the first table below ) used by us to link the CAP of the NEOs for 2022 to our performance. While Adjusted EPS was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short and long-term objectives aligned with our strategy and shareholder interests as further described in our CD& A above.

  141. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First PEO ($) | Summary Compensation Table Total for Second PEO (a) ($) | Compensation Actually Paid to First PEO ($) | Compensation Actually Paid to Second PEO (a) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (b) ($) | Average Compensation Actually Paid to Non-PEO NEOs (a),(b) ($) | Total Shareholder Return ($) | Peer Group (c) Total Shareholder Return ($) | Net Income (in Millions) ($) | Adjusted EPS (d) ($) | | 2022 | 25,584,297 | N/A | 19,098,666 | N/A | 3,276,034 | 2,296,364 | 113 | 127 | 5,868 | 3.41 | | 2021 | 15,106,986 | N/A | 19,419,485 | N/A | 5,938,960 | 5,015,787 | 131 | 135 | 6,467 | 4.30 | | 2020 | 12,869,436 | 6,486,756 | 19,465,111 | 2,976,773 | 3,176,294 | 4,049,333 | 113 | 111 | (2,951) | 3.37 |

  142. Pay Versus Performance

    | To calculate CAP, the following amounts were respectively deducted from and added to the total of the compensation shown in the Summary Compensation Table (SCT) for the applicable year:(a) |

  143. Pay Versus Performance

    First PEO SCT Total to CAP Reconciliation:

  144. Pay Versus Performance

    | | | Deductions from SCT Total | | Additions to SCT Total | | | | Year | SCT Total ($) | Stock Award and Option Awards (1) ($) | Change in Pension Value ($) | Equity Value (2) ($) | Pension Value (2) ($) | CAP ($) | | 2022 | 25,584,297 | -13,152,688 | 0 | +6,667,057 | +0 | 19,098,666 | | 2021 | 15,106,986 | -11,474,869 | 0 | +15,787,368 | +0 | 19,419,485 | | 2020 | 12,869,436 | -10,295,150 | 0 | +16,890,825 | +0 | 19,465,111 |

  145. Pay Versus Performance

    Second PEO SCT Total to CAP Reconciliation:

  146. Pay Versus Performance

    | | | Deductions from SCT Total | | Additions to SCT Total | | | | Year | SCT Total ($) | Stock Award and Option Awards (1) ($) | Change in Pension Value ($) | Equity Value (2) ($) | Pension Value (2) ($) | CAP ($) | | 2020 | 6,486,756 | 0 | 0 | +(3,509,983) | +0 | 2,976,773 |

  147. Pay Versus Performance

    | 2023 Proxy Statement | 67 |

  148. Non-PEO Equity Award Adjustments

    Non-PEO Equity Award Adjustments (all amounts shown as averages for Non-PEO NEOs):

  149. Non-PEO Equity Award Adjustments

    | Year | Year End Fair Value of Awards Granted in the Year (a) | Vest Date Fair Value of Awards Granted in the Year (b) | Year over Year Change in Fair Value of Outstanding and Unvested Awards (c) | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year (d) | Prior Year End Fair Value of Awards Failing to Meet Vesting Conditions During the Year (e) | Total Equity Award Adjustments ($) (a) + (b) + (c) + (d) -(e) | | 2022 | 1,882,725 | — | (551,280) | (272,353) | — | 1,059,092 | | 2021 | 2,885,290 | — | 276,055 | 219,829 | 961,053 | 2,420,121 | | 2020 | 2,391,418 | — | 429,019 | (117,836) | 323,861 | 2,378,740 |

  150. Non-PEO Equity Award Adjustments

    | The First PEO reflected in the tables is Edward D. Breen and the Second PEO reflected in the tables is C. Marc Doyle. The Non-PEO NEOs included in the average calculations has changed annually; the following table indicates the Non-PEO NEOs included in the average for the indicated year:(b) |

  151. Non-PEO Equity Award Adjustments

    | Year | Jean Marie Desmond | Lori Koch | Matthias Heinzel (1) | Randy Stone | Rose Lee | Jon Kemp | Erik Hoover | Leland Weaver | | 2022 | — | NEO | — | — | — | NEO | NEO | NEO | | 2021 | — | NEO | Former NEO | NEO | Former NEO | NEO | NEO | — | | 2020 | Former NEO | NEO | NEO | NEO | NEO | — | — | — |

  152. Non-PEO Equity Award Adjustments

    | 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 the table with respect to Mr. Heinzel were converted from Euros at a rate of 1.11 Dollars to one Euro for compensation reported in 2020 and a rate of 1.22 Dollars to one Euro for compensation reported in 2021. The exchange rate used was calculated by averaging exchange rates for each date in December of the reporting year.(1) |

  153. Non-PEO Equity Award Adjustments

    | Peer Group reflects the same peer group used for purposes of the performance graph under Regulation S-K Item 201(e)(1)(ii) as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (S&P Industrials).(c) |

  154. Non-PEO Equity Award Adjustments

    | This measure has been designated as the “Company-Selected Measure” for 2022, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs in 2022. Adjusted EPS is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EPS to the most directly comparable U.S. GAAP financial measure, earnings per share.(d) |

  155. Non-PEO Equity Award Adjustments

    The three measures listed below, in no particular order, represent the three most important financial performance measures used by DuPont to link the CAP of the NEOs for 2022 to the Company’s performa nce as further described in our CD&A above within the sections titled “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation.”

  156. 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 2024 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 8, 2023, and the close of business on December 8, 2023. 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.