DEF 14A of Corteva, Inc.
Filed Mar 15, 2024 · FY20230001193125-24-069255
Director Nominees
Director Nominees You are being asked to vote on the election of 13 directors: Lamberto Andreotti; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; Marcos M. Lutz; Charles V. Magro, Nayaki R. Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. All directors are elected annually. Detailed information about the Board nominees’ background, skills, diversity, and expertise can be found in Agenda Item 1: Election of Directors.
Director Nominees
| Name Age Current Position | Independent | Audit Committee | Governance and Compliance Committee | People and Compensation Committee | Sustainability & Innovation Committee | Other Current Public Boards | | (As of the date of this Proxy Statement) | | | | | | | | Lamberto Andreotti Age 73 Retired Chair & Chief Executive Officer, Bristol-Myers Squibb | 🌑 | | | 🌑(C) | 🌑 | 1 | | Klaus A. Engel, Ph.D. Age 67 Retired Chief Executive Officer, Evonik Industries | 🌑 | 🌑 | 🌑 | | | 0 | | David C. Everitt Age 71 Retired Agricultural & Turf Division President, Deere & Company | 🌑 | | 🌑 | | 🌑 | 3 | | Janet P. Giesselman Age 69 Retired President and General Manager, Dow Oil & Gas | 🌑 | | 🌑(C) | | 🌑 | 2 | | Karen H. Grimes Age 67 Retired Senior Managing Director & Partner, Wellington Management | 🌑 | 🌑 | | 🌑 | | 2 | | Michael O. Johanns Age 73 Retired U.S. Senator and U.S. Secretary of Agriculture | 🌑 | | 🌑 | | 🌑 | 1 | | Rebecca B. Liebert, Ph.D. Age 56 Chief Executive Officer, The Lubrizol Corporation | 🌑 | | | 🌑 | 🌑(C) | 0 | | Marcos M. Lutz Age 54 Chief Executive Officer, Ultrapar Participações S.A. | 🌑 | | | 🌑 | 🌑 | 1 | | Charles V. Magro Age 54 Chief Executive Officer, Corteva, Inc. | | | | | | 1 | | Nayaki R. Nayyar Age 53 Chief Executive Officer, Securonix, Inc. | 🌑 | 🌑 | 🌑 | | | 1 | | Gregory R. Page Age 72 Retired Chair & Chief Executive Officer, Cargill, Incorporated | 🌑 | 🌑 | 🌑 | | | 3 | | Kerry J. Preete Age 63 Retired Executive VP & Chief Strategy Officer, Monsanto Company | 🌑 | | | 🌑 | 🌑 | 1 | | Patrick J. Ward Age 60 Retired Chief Financial Officer, Cummins Inc. | 🌑 | 🌑(C) | | 🌑 | | 1 |
Director Nominees
C = Chair Corteva 2024 Proxy Statement | iii The table below sets forth key metrics and attributes regarding our slate of director nominee slate.
Director Nominees
| Gender Diversity | Ethnic/Racial Diversity | Non-U.S. Born | | 92% Independent | 4.1 years Average Tenure | 64 years Average Age |
Director Nominees
| | ✔ 12 of 13 Director nominees are independent | | CORPORATE GOVERNANCE BEST PRACTICES As part of Corteva’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized here, are described in more detail beginning on page 5 of the Proxy Statement and on the Company’s website at https://investors.corteva.com/. | ✔ Independent Board committees ✔ Annual Board elections ✔ Director elections by a majority of votes cast ✔ Directors not elected by a majority of votes cast are subject to the Company’s resignation policy ✔ Independent director executive sessions ✔ Annual Board, committee, and individual director evaluations ✔ Director orientation and education ✔ Non-employee directors are required to hold equity compensation until minimum holding requirement is met ✔ Required to hold 5 times their annual cash retainer within 5 years ✔ Executives and directors prohibited from hedging or pledging Company stock ✔ Stockholder right to call special meetings (25% ownership threshold) ✔ No super-majority stockholder voting requirements ✔ Eligible stockholders are able to nominate directors through proxy access |
Director Nominees
iv | Corteva 2024 Proxy Statement The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:
Director Nominees
| KEY EXECUTIVE COMPENSATION PRACTICES | | ✔ Use of performance metrics to align pay with performance with a structure designed to discourage excessive risk-taking ✔ Balancing short-term and long-term incentives using multiple performance metrics, which balance achieving near-term targets with investing for sustainable long-term growth through innovation ✔ Set rigorous stock ownership and retention requirements for our named executive officers ✔ Significant focus on performance-based pay ✔ Maintaining a compensation clawback policy ✔ Employ an independent compensation consultant to review and advise on executive compensation ✔ Use tally sheets to monitor executive compensation ✔ Regularly review the People and Compensation Committee charter to ensure independence and adherence to best practices and priorities ✔ Regularly review our peer group with the People and Compensation Committee to ensure appropriate benchmarking of our compensation programs ✔ Conducting annual say-on-pay votes ✔ Use an environmental, social and governance modifier in our short-term incentive plan to hold executives accountable for incremental progress toward the Company’s sustainability targets and aspirations ✔ Maintain regular engagement with our investors on the Company’s strategy, governance, and compensation programs ✗ No single-trigger change in control agreements ✗ Prohibit hedging and pledging of Corteva securities by our executives and directors ✗ Prohibit option repricing, reloads, exchanges or options granted below market value ✗ No tax gross-ups on benefits and perquisites (except for limited mobility benefits) ✗ No dividends paid on unvested or unearned performance share units |
Director Nominees
Corteva 2024 Proxy Statement | v
BOARD OF DIRECTORS
BOARD OF DIRECTORS Nomination Process. All candidates for Board membership are evaluated by the Governance and Compliance Committee. In evaluating candidates, including existing Board members, the Governance and Compliance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. The Governance and Compliance Committee may also consider recommendations from leading, global third-party search firms, whose function is to assist in identifying qualified candidates and to validate the background and reputation of any potential candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Governance and Compliance Committee considers each potential nominee’s:
BOARD OF DIRECTORS
| • | integrity and demonstrated high ethical standards; |
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| • | experience with business administration processes and principles; |
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| • | ability to express opinions, raise difficult questions, and make informed, independent judgments; |
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| • | knowledge, experience, and skills in one or more specialty areas (such as accounting or finance, legal, regulatory or governmental affairs, human capital management, product development, agriculture or chemical industry, technology, global operations, or corporate strategy, among others); |
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| • | ability to devote sufficient time to prepare for and attend Board meetings; |
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| • | willingness and ability to work with other members of the Board in an open and constructive manner; |
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| • | ability to communicate clearly and persuasively; and |
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| • | diversity with respect to other characteristics, which may include, professional experience, skills, specialized education, socioeconomic background, gender, age, ethnicity, race, nationality, and other personal attributes. |
BOARD OF DIRECTORS
Inclusion. The Board is committed to diversity and inclusion and supportive of board candidates from underrepresented communities. We have taken steps to attract and retain Board candidates from diverse backgrounds, including with respect to skills, education, professional experience, personal attributes, gender, ethnicity, race, nationality, and age. When selecting Board candidates, the Board is focused on the individual’s experience in the context of the needs of the Board in the pool of potential candidates under consideration, while balancing the need to identify candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board. During any Board refreshment process, we are mindful that we want the best talent for our Board and that our Board aspires to be representative of the communities and geographies in which we operate. Stockholder Nomination Process. Stockholders who wish to submit names to be considered by the Governance and Compliance Committee for nomination for election to the Board of Directors may do so by contacting us through the Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805 and should submit the following information:
BOARD OF DIRECTORS
| • | the name and record address of the stockholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated, |
BOARD OF DIRECTORS
| • | the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder or such other person, |
BOARD OF DIRECTORS
| • | a description of all arrangements or understandings between such stockholder and any such other person or persons or any nominee or nominees in connection with the nomination by such stockholder, |
BOARD OF DIRECTORS
| • | such other information regarding each nominee proposed by such stockholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the proxy statement for the annual meeting as a nominee and to serve as a director of the Company if so elected, |
BOARD OF DIRECTORS
| • | a representation that such stockholder intends to appear in person or by proxy at the annual meeting to make such nomination, |
BOARD OF DIRECTORS
| • | a duly executed representation that, if elected as a director of the Company, the proposed nominee shall comply with the Company’s Code of Business Ethics and Board of Director’s Governance Guidelines in all respects, share ownership and trading policies and guidelines and any other Company policies and guidelines applicable to directors, as well as any applicable law, rule, or regulation or listing requirement, and |
BOARD OF DIRECTORS
| • | a completed and duly executed written questionnaire with respect to the background of the nominating stockholder and any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Corporate Secretary upon written request). |
BOARD OF DIRECTORS
Stockholders wishing to nominate a director should follow the specific procedures set forth in the Company’s Bylaws.
CORPORATE GOVERNANCE POLICIES
CORPORATE GOVERNANCE POLICIES Director Independence. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Magro, are independent according to the applicable rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, People and Compensation, and Governance and Compliance Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Governance” section of the Company’s website at https://investors.corteva.com or upon written request to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805, Attention: Corporate Secretary Office. Changes to any committee charter or the Corporate Governance Guidelines will be reflected on the Company’s website. Board Leadership Structure. Mr. Page is an independent director and currently serves as Chair of the Board of Directors. Our Corporate Governance Guidelines require the appointment of an independent Lead Director if our Chair is not independent. The term of any such Lead Director would be expected to be at least one year. We believe having an independent chair (or independent Lead Director, in an independent chair’s absence) focused on risk oversight, best positions our CEO to focus on strategic execution. Risk Oversight. Risk is inherent in every material business activity that we undertake. Our business exposes us to strategic, regulatory, market, financial compliance, operational, and reputational risks. We utilize an enterprise risk management program to identify Corteva’s most significant risks and then prioritize our risk mitigation activities and resources around these risks. To support our corporate goals and objectives, risk appetite, and business and risk mitigation strategies, we maintain a governance structure that delineates the responsibilities for risk management activities, and the governance and oversight of those activities, between management and our Board. Our enterprise risk management program is managed by the Company’s risk director, who supports the Company’s management in setting the Company’s risk appetite and in the identification and prioritization of Company risks and risk mitigation activities. The risk director reports to the Company’s Vice President, Chief Risk and Compliance Officer, who in turn reports to our Senior Vice President, General Counsel. The Governance and Compliance Committee retains oversight of the enterprise risk management program and makes recommendations for delegations of the oversight of certain risks to the Board’s committees. In addition to management providing the Board directly and through its committees regular enterprise risk management program updates through the year, the Vice President, Chief Risk and Compliance Officer has regularly scheduled executive sessions with the Governance and Compliance Committee. The Board is committed to strong, independent oversight of management and risk through a governance structure that includes our Board committees. Under our structure, it is management’s responsibility to manage and identify risks that are significant to the Company. The Board has oversight responsibility for the process established to report and monitor the most significant risks applicable to the Company. The Board administers its risk oversight role directly and through its committee structure and the committees provide regular reports to the full Board at Board meetings. The Board divides its risk oversight responsibilities between itself and its committees by having each review or assess key issues or areas of responsibility as follows:
CORPORATE GOVERNANCE POLICIES
| BOARD OF DIRECTORS | AUDIT COMMITTEE | PEOPLE AND COMPENSATION COMMITTEE | GOVERNANCE AND COMPLIANCE COMMITTEE | SUSTAINABILITY AND INNOVATION COMMITTEE | | • Strategic, financial, and execution risks and exposures associated with our annual and multi-year business plans and capital allocation strategy • Acquisitions and divestitures • Major litigation, investigations, and other matters that present material risk to our operations, plans, prospects, or reputation • Business continuity | • Risks associated with financial accounting matters, including financial reporting, accounting, disclosure, and internal controls over financial reporting • Supervision and selection of our external and internal auditors • The Company’s capital structure and use of hedging and derivatives • Cybersecurity and ransomware risks | • Risks related to the design of our executive compensation programs, plans, and arrangements • Succession planning and human capital management • Inclusion, diversity, and equity aspirations, strategies, and disclosures | • Governance structures and processes • Director succession planning • Compliance and ethics programs • Enterprise risk management program • Our positions on public policy matters and political giving • Environmental, health, and safety risk management programs | • Our innovation pipeline and research and development practices • Sustainability strategy, programs, policies, and disclosure practices • Climate change and biodiversity strategies and targets, including greenhouse gas emission reductions |
CORPORATE GOVERNANCE POLICIES
Meetings. During 2023, the Board met nine times. The Board’s standing committees met the number of times shown below:
CORPORATE GOVERNANCE POLICIES
| Committee | Number of Meetings | | Audit | 10 | | People and Compensation | 6 | | Governance and Compliance | 5 | | Sustainability and Innovation | 6 |
CORPORATE GOVERNANCE POLICIES
Our Corporate Governance Guidelines provide an expectation that the members of our Board of Directors attend all meetings of the Board and committees of which they are a member, along with attending our annual meeting of stockholders. In 2023, all directors attended more than 75% of the aggregate of the total number of Board meetings and meetings of the committees on which the director served. All directors attended the Company’s 2023 Annual Meeting of Stockholders. Limits on Other Directorships. Pursuant to our Corporate Governance Guidelines, directors who are employed as an executive officer of another public company may only serve on a total of two public company boards, including the board of the company with which he or she is employed. Additionally, directors, who are not current executive officers of a public company, may serve on a maximum of four public company boards, including our Board. Our current outside directorship limits are set at a level that allow the Company to compete for board talent with the appropriate levels of expertise and experience needed to provide effective oversight for our industry. Because the agriculture industry is consolidated, ensuring sufficient agriculture executive experience and expertise for our Board can be challenging. Our directors with the highest number of directorships are Messrs. Page and Everitt with three other public company boards each. Messrs. Page and Everitt each have over 35 years of global executive experience in the agricultural industry, along with experience as directors of agricultural companies, which is important to Corteva as a relatively new standalone agricultural company with a recently refreshed management team. See Agenda Item 1: Election of Directors for more information on their specific skills, expertise and experience. Both Messrs. Page and Everitt are retired and had solid levels of stockholder support last year, as well as strong aggregate Board and committee attendance of 96% and 90%, respectively, in 2023. Additionally, consistent with our committee chair rotation policies, Ms. Giesselman replaced Mr. Page as chair of the Governance and Compliance Committee on February 20, 2024, providing Mr. Page further bandwidth as our Chair. Board Refreshment. As part of the Company’s Board refreshment process, our Certificate of Incorporation provides that all directors stand for election at each annual meeting of stockholders. Our Corporate Governance Guidelines provide that no director may stand for reelection to the Board after reaching age 75. The Board may in unusual circumstances and for a limited period of time ask a director to stand for reelection after the prescribed retirement date. Committee Refreshment. The Governance and Compliance Committee evaluates its Committee composition and committee chairs for potential changes annually. The Board expects to rotate its Committee chairs every 5 years, with the incoming Committee chair serving on such committee for a minimum of one year prior to his or her appointment. The outgoing committee chair is expected to serve on such Committee for a minimum of an additional year to ensure an orderly transition. Under the Company’s Corporate Governance Guidelines, while the Board is expected to generally follow the principles above, the Board also may take into account Company facts and circumstances, and any other factors the Board believes are appropriate, to determine whether rotation of the committee chairs is appropriate and to select the individuals best-suited to serve in these roles. Board Annual Performance Reviews. Under the Company’s Corporate Governance Guidelines, the Board annually conducts a self-evaluation of the Board’s performance as a whole. In addition, the Board annually evaluates individual director performance and effectiveness, with a minimum of one-third of the directors being evaluated each year on a staggered basis. The performance and effectiveness of each standing committee of the Board is also evaluated on an annual basis in accordance with their respective written charter. At least every three years, an evaluation of the Board’s performance and effectiveness will be conducted by an independent, third party overseen by the Governance and Compliance Committee. This may be conducted in substitute of, or separate from, an internally administered annual self-evaluation of the Board’s performance.
CORPORATE GOVERNANCE POLICIES
| EVALUATION PROCESS REVIEW | WRITTEN QUESTIONNAIRES | EVALUATIONS AND WRITTEN REPORTS | REVIEW RESULTS | ACT ON RESULTS | | Governance and Compliance Committee reviews the design and format of the annual Board, committee, and director evaluation process. | Directors complete written questionnaires to assess the Board and each committee. The independent board chair or another facilitator conducts one-on-one interviews with each director. | Responses are evaluated and written reports with the assessment results and comments without attribution to individual directors are prepared for the Board and each committee. | The chair of the Governance and Compliance Committee review the board assessment results with the full Board and individual director assessments with the individual directors. The chair of each committee reviews its assessment with the respective committee. | Results of assessment reviews inform changes to policies, practices, and procedures; future Board and committee agendas; and Board refreshment and committee rotation decisions. |
CORPORATE GOVERNANCE POLICIES
| | Our Board, Committee, and individual director evaluations are collectively designed to solicit input and perspective on various topics, including: | | | | • Board structure, size, and composition, including director skills, diversity, and experience, and the need for Board refreshment • Committee structure and allocation of responsibilities • Conduct of meetings, including cadence, length, and opportunity for director input and meaningful discussion • Materials and information, including quality, timeliness, and relevance • Future agenda topics and priorities for the Board and its committees | • Director orientation and education • Director performance, including attendance, preparation, and participation • Access to management and internal and external experts, resources, and support • Committee process, member and chair performance, and management support • Performance of the Board chair, including communication, relationship with management, availability, focus on appropriate issues, and inclusiveness |
CORPORATE GOVERNANCE POLICIES
Stock Ownership Policy for Non-Employee Directors. The Company’s Corporate Governance Guidelines provide stock ownership guidelines, which require non-employee directors to own within five years from their respective appointment date, five (5) times their annual cash retainer in equity of the Company. Each non-employee director is also required to hold all equity-based compensation until the director meets the stock ownership guideline. For more information about the stock ownership policy for executive officers, please see the “Compensation Discussion and Analysis” section of this Proxy Statement. Executive Sessions. Pursuant to our Corporate Governance Guidelines, the independent directors meet in regularly scheduled executive sessions. The Chair presides over these meetings and generally occur with each regularly scheduled meeting of the Board. Code of Conduct. We have adopted a written Code of Conduct for directors as well as a Code of Conduct applicable to all officers and employees. Additionally, we maintain a written Code of Financial Ethics, applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, and all employees performing similar functions. These policies are designed to maintain the integrity of our business, as well as the accuracy of our financial reporting. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications, and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Copies of these documents are available free of charge on the “Governance” section of the Company’s website at https://investors.corteva.com or otherwise upon written request addressed to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware, 19805, Attention: Investor Relations. Director Continuing Education. Pursuant to the Corporate Governance Guidelines, the Company provides new directors with an orientation to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values, including ethics, compliance programs, corporate governance practices, and other key policies and practices, through a review of background materials, meetings with senior executives, and visits to Company facilities. When orientations are held, all directors are invited to take part. The Governance and Compliance Committee regularly evaluates and identifies opportunities to provide directors with ongoing education, including visits to Corteva operations, facilities, and business partners across the globe. Furthermore, the Company provides all directors with a subscription to the National Association of Corporate Directors’ publications and encourages directors to periodically attend these workshops and seminars regarding corporate governance and other topics. In addition to direct education, management provides regular business updates and other ad hoc communications to our Board to keep them abreast of matters relevant to our business and industry. Communications with the Board. Stockholders and other interested parties may communicate directly with the Board, the non-management directors or the independent directors as a group, or specified individual directors, by writing to such individual or group c/o Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805. The Corporate Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board. The Board has instructed our Corporate Secretary to review the correspondence prior to forwarding it, and in his discretion, not to forward certain items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In these cases, the Corporate Secretary may forward some of the correspondence elsewhere in the Company for review and possible response.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
BOARD COMPOSITION
BOARD COMPOSITION Our Board is elected annually and currently consists of thirteen members, with Mr. Page serving as its Chair. Our Board believes in maintaining a diverse and well-rounded membership, complete with qualifications, skills, and experience that support not only the Company’s business needs, but that also provide a current, holistic approach to the Company’s business model as a whole. Our Board has developed a deep and varied skill set, with a membership that reflects a comprehensive spectrum of both professional and personal experiences. The Board is committed to diversity and inclusion at the Board level and has taken steps to identify and attract diverse candidates with respect to skills, experience, education, gender, ethnicity, race, nationality, and age, skills, and experience in the context of the needs of the Board in the pool of potential candidates under consideration, while balancing the need to identify and attract candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board. The Governance and Compliance Committee, along with our Board, believe that our stockholders benefit from a Board drawing upon a broad array of experiences and backgrounds. Consistent with our priorities, the Board has nominated a diverse slate of candidates consisting of: Lamberto Andreotti; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; Marcos M. Lutz; Charles V. Magro, Nayaki R. Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. The below metrics regarding our director nominee slate demonstrates the results of our ongoing refreshment priorities.
BOARD COMPOSITION
| Gender Diversity | Ethnic/Racial Diversity | Non-U.S. Born | | 92% Independence | 4.1 years Average Tenure | 64 years Average Age |
BOARD COMPOSITION
The Governance and Compliance Committee and the Board carefully considered the qualifications, skills, and experience of each nominee when concluding that this year’s nominees should serve on the Board. The chart below highlights certain of the diverse sets of skills, knowledge, background, attributes, and experience that are represented on our Board:
BOARD COMPOSITION
| CORTEVA BOARD OF DIRECTORS SKILLS, EXPERIENCE & ATTRIBUTES MATRIX | Andreotti | Engel | Everitt | Giesselman | Grimes | Johanns | Liebert | Lutz | Magro | Nayyar | Page | Preete | Ward | | Skills and Experience | | | | | | | | | | | | | | | C-Suite Executive Leadership Experience Business and strategic management experience from service in a significant leadership position, such as CEO, CFO or other senior executive role | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | Other Public Company Board Service (within last 5 years) Experience serving on the boards of other public companies, which provides an understanding of corporate governance practices and the dynamics and operation of a corporate board, management accountability and protecting shareholder interests | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | Agriculture and/or Chemical Industry Experience In-depth knowledge of our industry, operations, and competitive environment | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | | | Accounting/Finance/Financial Reporting Expertise Experience as a principal financial officer, principal accounting officer, controller, public accountant, auditor, or experience actively supervising such person(s); possessing deep financial literacy and understanding of financial reporting, budgeting, and financial strategy | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | | Capital Markets Expertise Experience and understanding of capital markets, their structure, and how to best participate in such markets; in-depth understanding of investor perspectives; significant merger and acquisition experience | 🌑 | 🌑 | | | 🌑 | | | 🌑 | 🌑 | | 🌑 | | 🌑 | | Science and Innovation Strong science/biotech background and/or R&D experience | 🌑 | 🌑 | 🌑 | 🌑 | | | 🌑 | | 🌑 | 🌑 | | 🌑 | | | Information Technology/Cybersecurity/ Digital/Artificial Intelligence Experience with driving technological innovation for business efficiency and revenue opportunities; experience managing/mitigating cybersecurity risks | | | 🌑 | 🌑 | | | 🌑 | | 🌑 | 🌑 | | 🌑 | | | Government/Regulatory Experience with regulated businesses, regulatory requirements and interacting with regulators and members of government or prior service in government | 🌑 | | | 🌑 | | 🌑 | | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | | Human Capital/Talent Management Experience with compensation, attracting and retaining top talent, development and succession planning | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | International/Global Business Experience Global business experience, including managing and growing organizations outside the U.S. | 🌑 | 🌑 | 🌑 | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | Environmental/Sustainability/ Corporate Responsibility Experience in managing environmental, corporate responsibility and sustainability initiatives and their relationship to the company’s business and strategy | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | |
BOARD COMPOSITION
| CORTEVA BOARD OF DIRECTORS SKILLS, EXPERIENCE & ATTRIBUTES MATRIX | Andreotti | Engel | Everitt | Giesselman | Grimes | Johanns | Liebert | Lutz | Magro | Nayyar | Page | Preete | Ward | | Diversity Attributes | | | | | | | | | | | | | | | Female | | | | 🌑 | 🌑 | | 🌑 | | | 🌑 | | | | | Male | 🌑 | 🌑 | 🌑 | | | 🌑 | | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | | American Indian or Native Alaskan | | | | | | | | | | | | | | | Asian | | | | | | | | | | 🌑 | | | | | Black or African American | | | | | | | | | | | | | | | Hispanic or Latino | | | | | | | | 🌑 | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | White | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | | 🌑 | 🌑 | 🌑 | | Non-U.S. born or Non-U.S. citizen | 🌑 | 🌑 | | | | | | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | | LGBTQ+ | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) | NI(1) |
BOARD COMPOSITION
| (1) NI= Not-Identified. While we annually survey the diversity attributes of our Board, directors retain the right not to self-identify. |
RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR
RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR In accordance with the recommendation of the Governance and Compliance Committee, the Board has nominated each of its 13 director nominees to serve for a one-year term that expires at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Meeting”), or until their successors are elected and qualified. Each of the director nominees has expressed his or her willingness to serve. The Board unanimously recommends a vote FOR the election of ALL of the named director nominees as Directors of the Board. The Company benefits from an experienced, engaged, diverse, and independent board of directors with directors that have a deep knowledge of the Company’s business. Assuming each of the Board’s nominees is elected, our Board will consist of thirteen highly qualified directors, twelve of whom will be independent. Collectively, the Board reflects the diversity of operational expertise and experience necessary to oversee the Company’s strategic direction, operational execution and performance enhancements, and efforts to drive long-term stockholder value. As provided by Article 2.7 of the Company’s Bylaws, directors will be elected by a vote of a majority of the votes cast. A majority of the votes cast means that the number of votes FOR a nominee must exceed the number of votes AGAINST that nominee. In an uncontested election, abstentions and broker non-votes will not be counted as votes cast either for or against the nominees and therefore will have no effect on the election of the nominees. 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 Governance and Compliance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting information, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided. The NYSE rules do not permit brokers with discretionary authority to vote in the election of directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will abstain from voting on your behalf and your shares will not be voted in the election of directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker.
DIRECTOR NOMINEES
DIRECTOR NOMINEES Information in the biographies summarizes key qualifications and attributes as they apply to the individual director nominees to support the conclusion that these individuals are highly qualified to serve on the Board. The information is current as of the date of this Proxy Statement. Each nominee has consented to serve if elected.
DIRECTOR NOMINEES
| Lamberto Andreotti | | | Age 73 Retired Chairman and Chief Executive Officer, Bristol-Myers Squibb Company Director Since: June 2019 Corteva Committees: • People & Compensation (Chair) • Sustainability & Innovation | Skills and Expertise As the former chief executive officer of Bristol-Myers Squibb, Mr. Andreotti has a strong track record of leading a science and technology-based corporation and offers significant insight to the Board in the areas of innovation, global business, corporate governance, and investor relations. He also provides the Board with a broad perspective on human resources, finance, marketing, and government relations from his experience in various senior leadership roles with Bristol-Myers Squibb. Career Highlights Mr. Andreotti is the former chairman of the board and chief executive officer of Bristol-Myers Squibb Company, a global, innovative healthcare company. He served as chairman at Bristol-Myers Squibb from May 2015 to May 2017 and chief executive officer from May 2010 to May 2015. Mr. Andreotti previously served as its president and chief operating officer responsible for all of Bristol-Myers Squibb’s pharmaceutical operations worldwide. He joined Bristol-Myers Squibb’s board of directors in 2009, and led a broad range of businesses and regions after joining the company in 1998. Mr. Andreotti has served as a member of the board of directors of UniCredit S.p.A. since April 2018 and was appointed deputy chairman in April 2021. Mr. Andreotti will retire from UniCredit’s board of directors effective April 17, 2024. Mr. Andreotti served as a director of DowDuPont Inc. from September 2017 until June 2019 when he joined Corteva’s Board. |
DIRECTOR NOMINEES
| Klaus A. Engel, Ph.D. | | | Age 67 Retired Chief Executive Officer, Evonik Industries AG Director Since: June 2019 Corteva Committees: • Audit • Governance & Compliance | Skills and Expertise Dr. Engel’s experience as the chief executive officer of two different chemical companies provides our Board with expertise of a global-minded leader with strong corporate governance skills and with experience overseeing R&D and innovation. He also brings a depth of experience in finance, capital management, sustainability, and accounting and managing multi-national chemical organizations outside the United States. Career Highlights Dr. Engel is the former chief executive officer of Evonik Industries AG, a specialty chemical manufacturer, from 2009 to 2017, and previously was chief executive officer of Degussa AG, a predecessor to Evonik from 2006 to 2009. Prior to that, Dr. Engel was chief executive officer of Brenntag AG/ Mülheim, a global chemical distribution company, since 2001. Earlier in his career, he held various senior positions in R&D, production, marketing, and strategy planning at Chemische Werke Hüls/Marl, VEBA AG, Düsseldorf and Stinnes AG and Mülheim an der Ruhr. Dr. Engel has been a member of the supervisory board of National-Bank, Essen since 2011 and joined the advisory board of Ruhr-University, Bochum, Germany in 2018. He is honorary professor at University of Duisburg/Essen and member of the board of trustees of Bonner Akademie für angewandte Politik at University of Bonn. |
DIRECTOR NOMINEES
| David C. Everitt | | | Age 71 Retired President, Agricultural and Turf Division of Deere & Co. Director Since: March 2021 • Governance & Compliance • Sustainability & Innovation | Skills and Expertise As the former President of Deere & Company’s largest division, Mr. Everitt brings innovation experience, agriculture industry knowledge, and global operations expertise to our Board. Mr. Everitt also has significant manufacturing and marketing knowledge, along with public company board experience. | | | Career Highlights Mr. Everitt has served on the board of directors and the lead independent director of Enviri Corporation (formerly, Harsco Corporation), an industrial services and engineering company that provides environmental solutions and innovative technology for the rail sector, since October 2018. At Enviri, he also served as non-executive chairman, from August 2014 to October 2018 and as a director, since 2010. From February 2014 to July 2014, Mr. Everitt also served as interim president and chief executive officer of Harsco. Mr. Everitt had an extensive career at Deere & Company, the world’s largest manufacturer of agricultural equipment and a major U.S. producer of construction, forestry, and lawn and grounds care equipment, where he worked from 1975 until his retirement in September 2012. At Deere, he held many executive positions, including as president, agricultural and turf division – North America, Asia, Australia, and Sub-Saharan and South Africa, and global tractor and turf products, from 2009 to 2012, president, agricultural division – North America, Australia, Asia and global tractor and implement sourcing, from 2006 to 2009, and president, agricultural division – Europe, Africa, South America and global harvesting equipment sourcing, from 2001 to 2006. Mr. Everitt has served on the boards of directors of Allison Transmission Holdings, Inc., a designer and manufacturer of vehicle propulsion solutions, since August 2014 and the Brunswick Corporation, a global designer, manufacturer, and marketer of recreational marine products, since July 2012. Previously, Mr. Everitt served on the board of directors of Agrium Inc., a retail supplier of agricultural products and services, from February 2013 until its merger with the Potash Corporation of Saskatchewan Inc. to form Nutrien Ltd., a Canadian fertilizer company, in January 2018, and then remained on the board of directors of Nutrien, from January 2018 to August 2020. |
DIRECTOR NOMINEES
| Janet P. Giesselman | | | Age 69 Retired President & General Manager, Dow Oil & Gas Director Since: March 2021 Corteva Committees: • Governance & Compliance (Chair) • Sustainability & Innovation | Skills and Expertise Ms. Giesselman brings to the Board significant leadership experience as a senior executive in the agricultural and chemicals industry. She has a scientific educational background, including bachelor of science and master of science degrees in biology and plant pathology, respectively. Ms. Giesselman has substantial public company board experience, along with expertise in growth strategies and innovation. | | | Career Highlights Ms. Giesselman is an experienced public company director who has previously held a number of senior leadership positions for The Dow Chemical Company, from 2001 to 2010, including president and general manager of Dow Oil & Gas, business vice president of Dow Latex, and as a vice president of Dow AgroSciences. From 1981 to 2001, Ms. Giesselman held sales, marketing, and strategic planning roles at Rohm and Haas Company, a specialty and performance materials company, including regional business director, agricultural, from 1998 to 2001. Ms. Giesselman has served on the board of directors of McCain Foods Ltd., a privately held global supplier of french fries, since June 2014; Twin Disc, Inc., a provider of power transmissions for marine, oil & gas and industrial uses, since June 2015; and Ag Growth International, Inc., a leading manufacturer of grain handling, storage and conditioning equipment, since 2013, and was appointed chair of its board of directors effective May 2023. Ms. Giesselman previously served on the board of directors of GCP Applied Technologies Inc., a global provider of construction products, from May 2020 until it was acquired by Saint-Gobain in September 2022; Avicanna Inc., a leader in innovative biopharmaceutical advances from June 2019 to May 2021, and OMNOVA Solutions Inc., a global provider of emulsion polymers, specialty chemicals and decorative & functional surfaces, from March 2015 until it was acquired by Synthomer in April 2020. |
DIRECTOR NOMINEES
| Karen H. Grimes | | | Age 67 Retired Partner, Senior Managing Director & Equity Portfolio Manager, Wellington Management Company Director Since: March 2021 Corteva Committees: • Audit • People & Compensation | Skills and Expertise Ms. Grimes work experience brings strong financial acumen, investment expertise and a returns-focused mindset to Corteva’s Board. Additionally, the Board will benefit from her extensive executive-level experience and leadership abilities and deep understanding of financial accounting and internal financial controls. Ms. Grimes also provides significant risk management experience and provides a valuable investor-oriented perspective to the Board. | | | Career Highlights Ms. Grimes was senior managing director, partner, and equity portfolio manager at Wellington Management Company LLP, an investment management firm, from January 2008 through December 2018. Prior to joining Wellington Management Company in 1995, she held the position of director of research and equity analyst at Wilmington Trust Company, a financial investment and banking services firm from 1988 to 1995. Before that, Ms. Grimes was a portfolio manager and equity analyst at First Atlanta Corporation from 1983 to 1986 and at Butcher and Singer from 1986 to 1988. Ms. Grimes holds the Chartered Financial Analyst designation. Ms. Grimes began her career as a field engineer in the Atlanta office at IBM after serving for three years in the U.S. Army. Ms. Grimes also has served as a director of Toll Brothers, Inc. and TEGNA, Inc. since March 2019 and February 2020, respectively. |
DIRECTOR NOMINEES
| Michael O. Johanns | | | Age 73 Retired United States Senator, Nebraska and former U.S. Secretary of Agriculture Director Since: June 2019 Corteva Committees: • Governance & Compliance • Sustainability & Innovation | Skills and Expertise As a former U.S. Senator and governor, Mr. Johanns has developed significant leadership qualities from his service in state and federal government, which are valuable to our Board. Additionally, as a result of the breadth of his experiences in law, governance, and other areas of oversight while serving as a partner of a law firm and in his various government roles, including as U.S. Secretary of Agriculture, he developed subject matter knowledge in the areas of agriculture, banking, commerce, and foreign trade. | | | Career Highlights Mr. Johanns served as a U.S. Senator from Nebraska from 2009 until 2015. In the 111th-113th Congresses, his committee assignments included Agriculture, Appropriations, Banking, Commerce, Veterans Affairs, Indian Affairs, and Environment & Public Works. He was United States Secretary of Agriculture from 2005 until 2007 and was twice elected Governor of Nebraska, serving from 1999 until 2005. Mr. Johanns has served on the board of directors of Deere & Company since 2015. He previously served as a director of Burlington Capital/ATAX from May 2015 until September 2019. Mr. Johanns serves on several advisory councils and boards of directors related to advancing agriculture policy, farmer financing, and renewable energy, including the Farm Foundation, the Flinchbaugh Center for Ag Policy at Kansas State University, Ag America Lending, and the Center for Infrastructure and Economic Development, where he is a national co-chair. |
DIRECTOR NOMINEES
| Rebecca B. Liebert, Ph.D. | | | Age 56 President & Chief Executive Officer, The Lubrizol Corporation Director Since: June 2019 Corteva Committees: • People & Compensation • Sustainability & Innovation (Chair) | Skills and Expertise As a chief executive officer at an international chemical manufacturer, Dr. Liebert brings significant leadership skills to the Board and contributes her experiences managing human capital, technology, and scientific development at international organizations. | | | Career Highlights Dr. Liebert became president and chief executive officer of The Lubrizol Corporation in October 2022. Lubrizol is a provider of specialty chemicals for the transportation, industrial and consumer markets. Prior to this appointment, Dr. Liebert was an executive vice president at PPG Industries, a publicly traded global manufacturer of paints, coatings, and specialty materials from October 2019 to September 2022. Dr. Liebert joined PPG in June 2018 and served as senior vice president automotive coatings until taking the executive vice president role in October 2019. Prior to PPG, Dr. Liebert spent a decade at Honeywell in senior roles including most recently serving as president and chief executive officer of Honeywell UOP, which develops technology for the petroleum refining, gas processing, petrochemical production, and major manufacturing industries. She started her career at Honeywell in the Electronic Materials business and moved to UOP in 2012. Earlier, she spent two years at Alcoa as president of Reynolds Food Packaging and started her career at NOVA Chemicals. In February 2022, Dr. Liebert was elected to the National Academy of Engineering, one of the engineering profession’s most prestigious distinctions. |
DIRECTOR NOMINEES
| Marcos M. Lutz | | | Age 54 Chief Executive Officer, Ultrapar Participacões S.A. Director Since: June 2019 Corteva Committees: • People & Compensation • Sustainability & Innovation | Skills and Expertise Mr. Lutz’s professional experience provides him significant knowledge of the agricultural business and business operations, logistics, and marketing in Brazil, which enables him to contribute his expertise in corporate leadership, strategic analysis, operations, and executive compensation matters. | | | Career Highlights Mr. Lutz was named chief executive officer of Ultrapar Participações S.A., a Brazil-based conglomerate operating in the sectors of fuel distribution, specialty chemicals, liquid bulk storage and pharmacies, effective January 2022, and served as a member of Ultrapar’s board of directors from April to December 2021. Previously, Mr. Lutz was chief executive officer of Cosan Limited, a Brazil-based holding company that operates in strategic sectors including agribusiness, fuel and natural gas distribution, lubricants and logistics, from April 2015 to April 2020, and served as a director of Cosan from December 2009 to June 2020. Prior to joining Cosan, he held senior leadership roles at Companhia Siderurgica Nacional (CSN) SA, most recently serving as vice president of infrastructure and energy with responsibility for the company’s hydroelectric plants, logistics, railways and port terminals. Prior to that, he was the chief operating officer for Ultracargo S.A., Ultra Group’s logistics subsidiary. Mr. Lutz also currently serves on the board of Votorantim SA, a Brazil-based conglomerate mainly operating in the mining and metals, energy and banking sectors, since April 2021. Mr. Lutz previously served as a director at Monsanto Company from May 2014 to June 2018. |
DIRECTOR NOMINEES
| Charles V. Magro | | | Age 54 Chief Executive Officer, Corteva, Inc. Director Since: November 2021 Corteva Committees: • None | Skills and Expertise Mr. Magro brings over 20 years of combined agricultural and chemical experience to our Board. His work experience also brings to the Board significant experience in mergers and acquisitions, restructuring, managing human capital and international business. | | | Career Highlights Mr. Magro was appointed chief executive officer and director of Corteva on November 1, 2021. Prior to joining Corteva, he served as president and chief executive officer of Nutrien Ltd. (“Nutrien”) from the company’s launch in 2018 until April 2021. From 2014 to 2018, Mr. Magro served as president and chief executive officer of Agrium Inc., which merged with Potash Corporation of Saskatchewan to create Nutrien. As president and chief executive officer of Nutrien, Mr. Magro led more than 27,000 employees to achieve best-in-class engagement, top safety performance and exceptional business results. He also led the company through numerous merger and acquisition transactions, expanding globally and restructuring the industry. Prior to this role, he held a variety of other key leadership positions with the company, including chief operating officer, chief risk officer, executive vice president of corporate Development, and Vice President of Manufacturing. He joined Agrium in 2009 following a productive career with NOVA Chemicals. Mr. Magro has served on the board of directors of Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing industry since May 2022. Mr. Magro previously served on the Canada Pension Plan Investment Board from 2018 until March 2022. |
DIRECTOR NOMINEES
| Nayaki R. Nayyar | | | Age 53 Chief Executive Officer, Securonix, Inc. Director Since: February 2020 Corteva Committees: • Audit • Governance & Compliance | Skills and Expertise Ms. Nayyar brings to our Board technical expertise in information technology, cybersecurity, artificial intelligence, and digital technologies, along with extensive experience in leading large teams in complex global organizations through acquisitions, technology transitions, and growth phases, each of which provide valuable insight to our Board with respect to the Company’s technology and growth strategies, and cost-savings initiatives. | | | Career Highlights Ms. Nayyar was appointed chief executive officer and director of Securonix, Inc., a security intelligence solutions provider, in December 2022. Prior to this, Ms. Nayyar was the president and chief product officer of Ivanti, Inc., a software company specializing in IT asset management and cybersecurity until October 2022. Ms. Nayyar joined Ivanti in July 2020, as executive vice president and chief product officer. From October 2016 to June 2020, Ms. Nayyar served as president of digital services management at BMC Software, Inc., a leading enterprise software solutions provider. Prior to joining BMC Software, Inc., Ms. Nayyar served as general manager and global head of the internet of things (IoT) division of SAP SE, a leading provider of enterprise application software, from January 2016 to October 2016. She joined SAP SE in 2011, holding the positions of senior vice president, corporate strategy, from March 2011 to December 2011, and senior vice president, SAP cloud, customer engagement, from January 2012 to December 2015. Ms. Nayyar also served as vice president and chief technical officer, enterprise architecture and application services, at Valero Energy Corporation, an international petroleum company, from August 2000 to February 2011. Ms. Nayyar has served as a director of TD SYNNEX Corporation since September 2021 and previously served as a director of Veritone Inc. from October 2018 to December 2022. |
DIRECTOR NOMINEES
| Gregory R. Page | | | Age 72 Retired Chairman and Chief Executive Officer, Cargill, Incorporated Director Since: June 2019 Corteva Committees: • Audit • Governance & Compliance | Skills and Expertise As the retired chairman and former chief executive officer of one of the largest global agricultural corporations, Mr. Page brings extensive leadership and global business experience, in-depth knowledge of commodity markets and agriculture, and a thorough familiarity with the key operating processes of a major corporation, including financial systems, global market dynamics, and succession management. Mr. Page’s experience and expertise provide him valuable insight on financial, operational, and strategic matters and make him well-positioned to serve as Corteva’s Chair. | | | Career Highlights Mr. Page is the retired chairman and chief executive officer of Cargill, Incorporated. He served as executive director of Cargill from September 2015 to August 2016, as executive chairman from December 2013 to September 2015, chief executive officer from June 2007 to December 2013, and President from 2000 to 2007. He was elected to the Cargill board of directors in August 2000 and elected chairman of the board in September 2007. Mr. Page joined Cargill in 1974 and over the years held a number of positions in the United States and Singapore, including within its beef and pork processing operations and the Financial Markets Group. Mr. Page serves as a member of the board of directors of: Eaton Corporation plc (since 2003), where he was elected lead independent director in 2022; Deere & Company (since 2013); and 3M (since 2016). He is former chair of the board of directors of Big Brothers Big Sisters of America and former president of the Northern Star Council of the Boy Scouts of America and continues to serve on both boards. He also serves on the board of Alight (formerly known as the American Refugee Committee). |
DIRECTOR NOMINEES
| Kerry J. Preete | | | Age 63 Retired Executive Vice President and Chief Strategy Officer, Monsanto Company Director Since: March 2021 Corteva Committees: • People & Compensation • Sustainability & Innovation | Skills and Experience Mr. Preete brings to the Board broad business and regulatory acumen and deep knowledge of agricultural products, chemicals, and technology-based solutions from his decades of executive leadership and public chemical company board experiences. | | | Career Highlights Mr. Preete had an extensive career at the Monsanto Company, where he worked for over thirty years in roles of increasing responsibility. Mr. Preete served as the executive vice president and chief strategy officer for Monsanto, from 2010 until his retirement in June 2018, and agreed to stay on as an employee of Bayer AG after Monsanto’s acquisition through December 2018. Prior to that, Mr. Preete served as the president of global crop protection and chemicals, from 2009 to 2010, as the vice president of international crops business, from 2008 to 2009, as the president of seminis vegetable seeds, from 2005 to 2008, as the vice president of U.S. markets, from 2001 to 2005, as the vice president of global product management, from 1999 to 2001, and as the director of global product stewardship and chemicals, from 1998 to 1999. Earlier in his career at Monsanto, Mr. Preete held various position in the marketing and distribution groups, from 1985 to 1998, including as U.S. marketing director. Mr. Preete has served on the board of directors of Avient Corporation (f/k/a PolyOne Corporation), a specialized provider of polymer materials, services and solutions, since December 2013, and previously served on the board of directors of Univar Solutions Inc., a global chemical and ingredient distributor, from May 2018 until its acquisition by Apollo Funds in August 2023. |
DIRECTOR NOMINEES
| Patrick J. Ward | | | Age 60 Retired Chief Financial Officer, Cummins Inc. Director Since: June 2019 Corteva Committees: • Audit (Chair) • People & Compensation | Skills and Expertise From his experiences as chief financial officer and in management of a global public company, Mr. Ward brings in depth of skills with respect to complex financial reporting, finance, and public accounting. Mr. Ward also provides significant capital markets, investment management, and investor relations experience. Career Highlights Mr. Ward served as chief financial officer of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies, from May 2008 until March 2019. He held a broad range of financial leadership positions after joining Cummins in 1987, including serving as vice president, engine business controller, and executive director, power generation business controller. Mr. Ward has served a director of Flex, Ltd., a global contract manufacturing services provider, since January 2022. Mr. Ward served as a director of DowDuPont, Inc. from September 2017 until June 2019 when he joined Corteva’s Board. |
DIRECTOR NOMINEES
| ✔ | AGENDA ITEM 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR all 13 director nominees. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Corteva compares its non-employee director compensation programs, designs, and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion and Analysis. Corteva targets the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to Corteva’s non-employee directors in 2023.
Director Compensation for 2023
Director Compensation for 2023 The directors’ annual cash retainers, chair fees and equity retainers for 2023 are set forth below.
Director Compensation for 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(b) | Total ($) | | Lamberto Andreotti | 155,000 | 170,300 | — | 300 | 325,600 | | Klaus A. Engel | 130,000 | 170,300 | — | 300 | 300,600 | | David C. Everitt | 130,000 | 170,300 | — | 300 | 300,600 | | Janet P. Giesselman | 130,000 | 170,300 | — | 300 | 300,600 | | Karen H. Grimes | 130,000 | 170,300 | — | 300 | 300,600 | | Michael O. Johanns | 130,000 | 170,300 | — | 300 | 300,600 | | Rebecca B. Liebert | 150,000 | 170,300 | — | 300 | 320,600 | | Marco M. Lutz | 130,000 | 170,300 | — | 300 | 300,600 | | Nayaki R. Nayyar | 130,000 | 170,300 | — | 300 | 300,600 | | Gregory R. Page | 230,000 | 290,186 | — | 300 | 520,486 | | Kerry J. Preete | 130,000 | 170,300 | — | 300 | 300,600 | | Patrick J. Ward | 165,000 | 170,300 | — | 300 | 335,600 |
Director Compensation for 2023
| (a) The number of RSUs granted was determined by dividing the value of the 2023 grant ($170,000) by the closing price of Corteva common stock on the grant date and rounding up to the next multiple of 10. The RSU grant for all directors had a full grant date fair value of $61.48 per share with a total value of $170,300 in accordance with the same standard applied for financial accounting purposes. The RSU grant to Mr. Page had a total value of $290,186, as it included the portion of his Board Chair Retainer which is delivered in the form of equity. |
Director Compensation for 2023
| (b) Includes accidental death and disability insurance premiums |
Oversight Responsibilities for Executive Compensation
| People and Compensation Committee | • Establishes executive compensation philosophy • Approves incentive compensation programs and target performance expectations for PRP and the PSU component of long-term incentive (“LTI”) awards • Approves all compensation actions for the executive officers, other than the CEO, including base salaries, target and actual PRP awards, and LTI grants, including target and actual PSU awards • Recommends compensation actions for the CEO to the independent Board members, including base salary, target and actual PRP award, and LTI grant, including target and actual PSU award | | All Independent Board Members | • Evaluates the performance of the CEO • Approves all compensation actions for the CEO, including base salary, target and actual PRP award, and LTI grant, including target and actual PSU award | | Independent Committee Consultant — Cook | • Provides independent advice, research, and analytical services on a variety of subjects to the Committee, including compensation of executive officers, nonemployee director compensation, and executive compensation trends • Participates in Committee meetings as requested and communicates with the Chair of the Committee between meetings | | CEO | • Provides a performance assessment of the other executive officers • Recommends compensation targets and actual awards for the other executive officers to the Committee |
Oversight Responsibilities for Executive Compensation
In addition to Company performance, the Committee considers a broad array of facts and circumstances in finalizing executive officer pay decisions, including competitive analysis, tally sheets, and stockholder feedback. As part of its annual executive compensation evaluations, the Committee considered each 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. Our compensation programs are dynamic, and the Committee actively updates such programs in response to changing circumstances to ensure that our executive officers’ compensation is aligned with our stockholders’ interests. The Committee retains the authority to adjust awards when in its discretion exceptional circumstances warrant such adjustments from the Company’s established incentive programs.
Peer Group Analysis
Peer Group Analysis To ensure a complete and robust picture of the overall compensation environment, and to provide consistent comparisons against which to benchmark compensation for the CEO and other NEOs, we utilize a select group of peer companies (“peer group”) to:
Peer Group Analysis
| • | Benchmark pay design including mix and performance criteria; |
Peer Group Analysis
| • | Test the link between pay and performance; and |
Peer Group Analysis
| • | Determine the competitiveness of the compensation paid to our NEOs. |
Peer Group Analysis
The peer group generally reflects the agricultural and chemical industries in which we operate, represents the multiple markets in which we compete — including markets for executive talent, customers and capital — and comprises large companies with a strong scientific focus and/or research intensity and a significant international presence. To help guide the selection process in an objective manner, the Committee established the following criteria requiring peer group companies be:
Peer Group Analysis
| • | Publicly traded U.S. companies and select non-U.S. based companies traded on the New York Stock Exchange to facilitate pay design and performance comparisons; |
Peer Group Analysis
| • | Direct business competitors; and |
Peer Group Analysis
| • | Companies similar in size to Corteva — 1/3X to 3X revenue and market capitalization criteria. |
Peer Group Analysis
The Committee most recently reviewed Corteva’s peer group in July 2023 and reaffirmed their peer group first selected in 2022. The Corteva peer group for 2023 is set forth below.
Peer Group Analysis
| 3M Company | DuPont de Nemours, Inc. | International Flavors & Fragrances, Inc. | | Air Products and Chemicals, Inc. | Eastman Chemical Company | Nutrien Ltd. | | Archer-Daniels Midland Company | Ecolab Inc. | PPG Industries, Inc. | | Avery Dennison Corporation | FMC Corporation | The Sherwin-Williams Company | | Celanese Corporation | Honeywell International Inc. | Zoetis Inc. | | Deere & Company | | |
Published Compensation Surveys
Published Compensation Surveys In addition to benchmarking our compensation programs against our peer group, the Committee utilizes data obtained from published compensation surveys. The data utilized from these surveys represents large companies with median revenue comparable to Corteva’s. Data obtained from these published surveys are used in conjunction with peer group data in assessing the compensation of our NEOs and are used as a secondary source of data for assessing the compensation of our CEO.
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
Performance metrics for our short- and long-term incentive programs for our NEOs are established typically at the beginning of the calendar year in February. Adjustments to incentive award terms and conditions or criteria may be made by the Committee to recognize unusual or infrequent events affecting the Company or its financial statements, or due to changes in applicable laws, regulations, or accounting principles that are unrelated to the underlying operational performance of the Company. These adjustments can have either a positive or negative impact on award payouts. On March 1, 2023, Corteva completed its acquisitions of the Stoller Group, Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies (together “the Biologicals acquisitions”). With respect to PRP, the Committee excludes the impact of the acquisition in the year of acquisition given the performance period is limited to twelve months. With respect to PSU awards, the Committee excludes the impact of the sales, costs, and assets and liabilities from acquisitions completed during the performance year, if the performance payout is impacted plus or minus 5%. Additionally, with respect to PSU awards, the Committee excludes the impact of acquisitions which occur when more than 50% of the applicable performance award is complete. If 50% or more of the applicable performance period remains, performance targets may be adjusted for each of the performance years impacted by the acquisition (year of acquisition plus years following).
Target Compensation Pay Mix
| CEO | Other NEOs | | • 90% of targeted Total Direct Compensation (“TDC”) for the CEO at risk • 16% of the at-risk pay is tied to achievement of annual incentive goals, and 84% is tied to achievement of financial goals and/or share price over a multi-year period | • On average, 78% of TDC for the other NEOs is at risk • On average, 28% of the at-risk pay is tied to achievement of annual incentive goals, and 72% is tied to achievement of financial goals and/or share price over a multi-year period |
Benefits, Retirement and Other Compensation Components
| Pay Element | Role in Program/Objectives | How Amounts Are Determined | | Standard health, welfare, paid time off, and other benefits provided to other employees | • Same tax-qualified retirement, medical, dental, vacation benefit, life insurance, and disability plans provided to other employees | Tax-qualified plans are targeted to peer group median in the aggregate | | Non-qualified retirement and deferred compensation plans provided to other employees | • Nonqualified retirement plans that restore benefits above the Internal Revenue Code (“IRC”) limits for tax-qualified retirement plans as provided to other eligible employees • Nonqualified deferred compensation plan that allows for deferral of base salary, PRP and LTI awards | Nonqualified retirement plans are provided to restore benefits lost due to IRC limits | | Change in Control and Executive Severance benefits | • Severance benefits upon a change in control and qualifying termination (double-trigger) provided to ensure continuity of management in a potential change in control environment • A change in control does not automatically entitle an executive to this severance benefit. An executive must lose his/her job within a defined period surrounding the change in control (see Change in Control and Executive Severance Benefits below for more details) • Severance benefits not associated with a change in control provided as a component of overall competitive compensation and benefit employment package at senior executive levels in the organization | Benefits provided are a function of both the termination reason (i.e., whether or not associated with a change in control) and the executive level | | Limited perquisites | • Personal financial counseling (excluding tax preparation) at a cost of generally less than $10,000 per NEO • Executive physical • Relocation expenses under a Corteva relocation policy generally applicable to its management employees • Company aircraft travel | Amounts are determined by market rates |
Change in Control and Executive Severance Benefits
Change in Control and Executive Severance Benefits To ensure that executives remain focused on Corteva business during a period of uncertainty that may arise in the case of a potential change in control, and to maintain the competitiveness of our overall executive compensation and benefit offerings, the Company maintains the Corteva, Inc. Change in Control and Executive Severance Plan. Each of the NEOs is a participant in the plan. For any benefits to be earned under the plan in association with a change in control, a change in control must occur and the executive’s employment must be terminated within two years following the change in control event, either by the Company without cause or by the executive for good reason (often called a “double trigger”). Under the Change in Control and Executive Severance Plan the CEO severance payout factor is 2.99. The plan requires a release of claims as a condition to the payment of benefits and includes one-year non-competition and non-solicitation provisions and additional non-disparagement and confidentiality provisions. For additional information about benefits under the Change in Control and Executive Severance Plan see Potential Payments Upon Termination or Change in Control.
Payout Limitations or Caps
Payout Limitations or Caps Payout limitations, or “caps,” play a vital role in risk mitigation, and all metrics in the PRP and PSU programs are capped at 200% to protect against excessive payouts.
2023 COMPENSATION DECISIONS
2023 COMPENSATION DECISIONS The Committee, at least annually, assesses the compensation of our NEOs relative to market. The compensation of our NEOs is generally targeted at the median of our peer group or external benchmark for each respective position. The Committee expects to continue moving the total compensation of our NEOs toward the median of our peer group or external benchmark.
Annual Short-Term Incentives
Annual Short-Term Incentives Our PRP design for 2023 ensured that our executives maintained a strong focus on financial metrics closely linked to stockholder value creation over time. PRP awards were based on the below formula, measures, and weightings. The Committee approves the plan design and the factors for these metrics at the beginning of each fiscal year. Adjustments to incentive award terms and conditions or criteria may be made by the Committee to recognize unusual or infrequent events affecting the Company or its financial statements, or due to changes in applicable laws, regulations, or accounting principles that are unrelated to the underlying operational performance of the Company. These adjustments can have either a positive or negative impact on award payouts. Consistent with Corteva’s 2022 business realignment and to further align our incentives with the interests of stockholders, the Committee approved a change for 2023 to its short-term incentive plan, PRP, to utilize business unit level plans to further align Corteva’s incentive programs with the accountability structure and increased performance transparency resulting from Corteva’s refined strategy and business unit structure. There are separate business unit plans for seed and crop protection (CP), with target metrics specific to those business units. NEOs not assigned to a specific business unit are subject to the enterprise plan for their PRP. Under the enterprise plan, the Committee weights Operating EBITDA at 50% due to the importance of this metric to stockholders in measuring the effectiveness of our operational performance and the comparability of Corteva’s performance to peers. Operating EBITDA Margin and Working Capital Turns metrics each weighted at 25% are also included. The Operating EBITDA Margin metric is included in the design to allow more comparability to peers, and incentivizes Corteva’s strategy to innovate and price effectively for its technology, while exercising disciplined expense management. The Working Capital Turns metric is designed to incentivize Corteva’s operational excellence initiatives by encouraging working capital management practices that efficiently generate sales that can fund continued investment in growth, as well as returns to stockholders. To drive further business accountability and performance transparency to our stockholders, the seed and crop protection business unit segment include the enterprise payout factor weighted at 60% and business unit Operating EBITDA and Operating EBITDA Margin targets weighted at 25% and 15%, respectively. These business unit metrics provide deeper visibility to business unit performance, more opportunities for peer comparability, as well as business unit expense management and price execution. The ESG modifier is based on a holistic evaluation by the Committee of key accomplishments and actions taken during the year to advance Corteva’s values and sustainability performance, including attracting and retaining the best talent by building an innovative, inclusive culture and workforce, and increasing the sales of crop protection solutions that can deliver abundant high-quality food to the world in a more sustainable manner. The Committee believes the inclusion of the ESG modifier within the PRP reflects Corteva’s commitment to promoting values-driven leadership and sustainable innovation in a manner consistent with its long-standing, business-relevant environmental and social priorities. The Committee may choose to apply the ESG modifier to adjust the payout amounts upwards or downwards by up to 10% or determine not to make any adjustments. The Committee will not apply the ESG to increase the PRP payout above the overall cap of 200% of the total target payout opportunity under the program. 2023 PRP PERFORMANCE AND PAYOUT FACTOR The table below highlights the business performance ranges for the Operating EBITDA, Operating EBITDA Margin, and Working Capital Turns metrics, the 2023 results relative to the business performance, and the payout factor for the enterprise PRP. Consistent with our framework for acquisition adjustments, the impact of the Biologicals acquisitions was excluded in determining the payout factor for the enterprise and crop protection PRP programs. A reconciliation and further explanation of non-GAAP metrics utilized in our enterprise and business unit PRP programs are shown in Appendix A of this Proxy Statement.
Annual Short-Term Incentives
| Enterprise Metric | Threshold ($ in mm) (50% payout) | Target ($ in mm) (100% payout) | Maximum ($ in mm) (200% payout) | Actual ($ in mm) | % of Target Achieved | Weighting | Actual Weighted Payout Factor % | | Operating EBITDA(1) | $3,150 | $3,500 | $3,850 | $3,305 | 72.1% | 50% | 36.1% | | Operating EBITDA Margin(2) | 18.2% | 19.2% | 20.2% | 19.7% | 146.7% | 25% | 36.7% | | Working Capital Turns(3) | 2.30 | 2.56 | 2.82 | 2.06 | 0% | 25% | 0.0% | | Total Weighted Payout Factor(4) | | | | | | | 72.7% |
Annual Short-Term Incentives
| 1. | Operating EBITDA is defined as earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits, net, and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. |
Annual Short-Term Incentives
| 2. | Operating EBITDA Margin is defined Operating EBITDA as a percentage of net sales. |
Annual Short-Term Incentives
| 3. | Working Capital Turns is defined as Net Sales divided by the quarterly average of Trade Net Working Capital, which equals inventory plus trade accounts receivable plus trade accounts payable |
Annual Short-Term Incentives
| 4. | Total Weighted Payout Factor is rounded. |
Annual Short-Term Incentives
The table below highlights the business performance ranges for the seed business unit Operating EBITDA and Operating EBITDA margin metrics, the 2023 results relative to the business performance, and the payout factor for the seed business unit PRP. Mr. Glenn is the only NEO subject to the seed business unit PRP.
Annual Short-Term Incentives
| Seed BU Metric | Threshold ($ in mm) (50% payout) | Target ($ in mm) (100% payout) | Maximum ($ in mm) (200% payout) | Actual ($ in mm) | % of Target Achieved | Weighting | Actual Weighted Payout Factor % | | Enterprise Payout Factor | — | — | — | — | 72.7% | 60% | 43.6% | | BU Operating EBITDA(1) | $1,724 | $1,915 | $2,107 | $2,117 | 200.0% | 25% | 50.0% | | BU Operating EBITDA Margin(2) | 18.8% | 19.8% | 20.8% | 22.4% | 200.0% | 15% | 30.0% | | Total Weighted Payout Factor | | | | | | | 123.6% |
Annual Short-Term Incentives
| 1. | BU Operating EBITDA is defined as BU earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits, net, and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. |
Annual Short-Term Incentives
| 2. | BU Operating EBITDA Margin is defined BU Operating EBITDA as a percentage of BU net sales. |
Annual Short-Term Incentives
The table below highlights the business performance ranges for the crop protection business unit Operating EBITDA and Operating EBITDA Margin metrics, the 2023 results relative to the business performance, and the payout factor for the seed business unit PRP. Mr. King is the only NEO subject to the crop protection business unit PRP.
Annual Short-Term Incentives
| Crop Protection BU Metric | Threshold ($ in mm) (50% payout) | Target ($ in mm) (100% payout) | Maximum ($ in mm) (200% payout) | Actual ($ in mm) | % of Target Achieved | Weighting | Actual Weighted Payout Factor % | | Enterprise Payout Factor | — | — | — | — | 72.7% | 60% | 43.6% | | BU Operating EBITDA(1) | $1,535 | $1,705 | $1,876 | $1,298 | 0.0% | 25% | 0.0% | | BU Operating EBITDA Margin(2) | 18.9% | 19.9% | 20.9% | 17.7% | 0.0% | 15% | 0.0% | | Total Weighted Payout Factor | | | | | | | 43.6% |
Annual Short-Term Incentives
| 1. | BU Operating EBITDA is defined as BU earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits, net, and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont. |
Annual Short-Term Incentives
| 2. | BU Operating EBITDA Margin is defined BU Operating EBITDA as a percentage of BU net sales. |
Annual Short-Term Incentives
The ESG modifier is determined by the Committee’s holistic analysis that includes, among other factors, an evaluation by a Corteva management committee of Corteva’s overall sustainability performance and stakeholder feedback. Based on this assessment, along with Corteva’s 2023 progress toward ID&E aspirations and meeting its 2026 sustainable innovation pipeline target, the Committee made no adjustment to the ESG modifier for 2023. The Committee, and in the case of Mr. Magro the independent members of the Board, approved the following payouts under the 2023 PRP for each of our NEOs:
Annual Short-Term Incentives
| Name | Year End Base Salary ($)(a) | PRP Target Percent (b) | PRP Target Amount ($) (c) | Company Component (d) | ESG Modifier (e) | Total PRP Payment Percent (f) | Total PRP Payout Amount ($) | | | | | (a * b) | | | (d * e) | (c * f) | | Charles V. Magro | 1,350,000 | 150% | 2,025,000 | 72.7% | 100% | 72.7% | 1,472,175 | | David J. Anderson | 850,000 | 100% | 850,000 | 72.7% | 100% | 72.7% | 617,950 | | Samuel R. Eathington, Ph.D. | 650,000 | 100% | 650,000 | 72.7% | 100% | 72.7% | 472,550 | | Timothy P. Glenn | 675,000 | 100% | 675,000 | 123.6% | 100% | 123.6% | 834,300 | | Robert D. King | 650,000 | 100% | 650,000 | 43.6% | 100% | 43.6% | 283,400 |
Our Long-Term Incentive Program
Our Long-Term Incentive Program Our LTI program as applicable to our NEOs consisted of PSUs, stock options, and RSUs, split 60%, 20%, and 20%, respectively, thereby providing a significant portion of each NEOs compensation in the form of at-risk, performance-based equity for 2023. All awards are based on fair value on the grant date. For PSUs granted in 2023, the Committee utilized Operating EPS and Return on Net Assets (RONA) metrics, each weighted at 50%, to incentive value creation. The Committee believes Operating EPS allows long-term performance comparability for stockholders and is highly correlated to stockholder returns. With respect to RONA, the Committee intends to incentive management to drive profitability from its asset footprint through disciplined management of capital investment projects that will drive cash flow and attractive long-term returns for stockholders. The following table summarizes the performance drivers, mix, and objectives for the various LTI components as they relate to our NEOs:
Our Long-Term Incentive Program
| | PSUs | Stock Options | RSUs | | 2023 LTI mix | • 60% | • 20% | • 20% | | Performance drivers | • RONA (weighted at 50% of PSU component) • Operating EPS Growth (weighted at 50% of PSU component) | • Stock price appreciation (longer-term) | • Stock price appreciation (longer-term) | | Objectives | • Focus on value creation for stockholders through metrics highly correlated to stockholder returns • Provide strong line of sight to participants | • Stockholder alignment • Link to long-term business objectives | • Stockholder alignment • Link to long-term business objectives • Incentivizes retention during negative market conditions | | Program design | • At the conclusion of the performance cycle, payouts can range from 0% to 200% of the target grant based on performance against RONA and Operating EPS Growth metrics • PSUs are based on a three-year performance period and are awarded annually to each NEO at the beginning of the cycle | • Options vest in one-third increments over three years • Ten-year term • Nonqualified stock option grants are made annually at the closing price on the date of grant • No repricing of stock options | • RSUs vest in one-third increments over three years • RSU grants are made annually at the closing price on the date of grant |
Our Long-Term Incentive Program
Annual awards to employees, including NEOs, are made at a pre-established date during the month of February under the Corteva’s 2019 Omnibus Incentive Plan (“OIP”). This allows sufficient time for the market to absorb the announcement of annual earnings, which is made approximately two weeks or more prior. We do not time equity awards in coordination with the release of material nonpublic information. The grant price is the closing price on the date of grant. The actual number of shares earned for the PSUs granted in 2023 will be based on performance relative to Corteva’s RONA and Operating EPS Growth metrics for the performance period, covering January 2023 through December 2025.
Our Long-Term Incentive Program
| Name | 2023 LTI — PSU Value(1) ($) | 2023 LTI — RSU Value(1) ($) | 2023 LTI — Stock Option Value(1) ($) | 2023 LTI — Total Value($) | | Charles V. Magro | 6,150,000 | 2,050,000 | 2,050,000 | 10,250,000 | | David J. Anderson | 1,860,000 | 620,000 | 620,000 | 3,100,000 | | Samuel R. Eathington, Ph.D. | 840,000 | 280,000 | 280,000 | 1,400,000 | | Timothy P. Glenn | 1,020,000 | 340,000 | 340,000 | 1,700,000 | | Robert D. King | 900,000 | 300,000 | 300,000 | 1,500,000 |
Our Long-Term Incentive Program
| (1) Reflects the value the Committee considered when making the stock option, RSU and PSU awards, respectively, for 2023. These values differ slightly from the grant date fair value of equity awards shown in the Summary Compensation Table and Grants of Plan-Based Awards Table, which value the awards at the closing price of Corteva common stock on the date of grant. |
2021-2023 Annual PSU Awards (PSUs Payable in 2024)
2021-2023 Annual PSU Awards (PSUs Payable in 2024) In January 2021, the Committee (and, in the case of the CEO, the Board) approved, as part of its LTI incentive program, a grant of PSUs utilizing ROIC and Operating EPS metrics in order to align executive compensation with our stockholders’ interest by prioritizing investment in growth. The actual number of shares earned for the PSUs granted in 2021 was based on the average of Corteva’s ROIC and Operating EPS growth metrics for the 3-year performance period, covering January 2021 through December 2023, as shown in the table below.
2021-2023 Annual PSU Awards (PSUs Payable in 2024)
| Metric | Weighting | Basis of Measurement | | ROIC | 50% | Average ROIC over the performance period | | Operating EPS Growth | 50% | Average Operating EPS Growth over the performance period |
2021-2023 Annual PSU Awards (PSUs Payable in 2024)
The performance period for the 2021 PSUs awarded in February 2021 ran from January 1, 2021 to December 31, 2023. The final number of shares earned was based on the above metrics over the performance period. The final payout determination was made in January 2024 after a review of the Company’s performance. ROIC Improvement performance (weighted 50%) resulted in a 146.1% payout factor. Operating EPS Growth performance (weighted 50%) resulted in an 125.7% payout factor. This resulted in an overall payout at 135.9% of target. Consistent with our framework for acquisition adjustments, the impact of the Biologicals acquisitions was excluded in determining the payout factor for the 2021-2023 PSU awards. See Appendix A to this Proxy Statement for a reconciliation and further information on the non-GAAP metrics utilized for the 2021-2023 PSU awards. Consistent with our framework for acquisition adjustments, with more than 50% of the performance period remaining on PSUs awarded in 2022 and 2023, targets were adjusted to reflect the impacts of the Biologicals acquisitions. Further details are provided in the 2023 Option Exercises and Stock Vested Table. Target units and year-end values for PSUs awarded in 2022 and 2023 are included in the Outstanding Equity Awards Table.
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE The following table summarizes the compensation of the NEOs for the fiscal year ending December 31, 2023. The NEOs for 2023 are Corteva’s current CEO and Chief Financial Officer (“CFO”), and its next three most highly compensated executive officers. Totals in the table may not equal the summation of the columns due to rounding amounts to the nearest U.S. dollar.
2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($)(c)(1) | Bonus ($)(d)(2) | Stock Awards ($)(e)(3) | Option Awards ($)(f)(4) | Non-equity Incentive Plan Compensation ($)(g)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(h)(6) | All other compensation ($)(i)(7) | Total ($)(j) | | Charles V. Magro Chief Executive Officer | 2023 | 1,341,923 | | 8,200,042 | 2,050,001 | 1,472,175 | — | 170,731 | 13,234,872 | | | 2022 | 1,299,170 | — | 7,200,008 | 1,800,009 | 3,621,150 | — | 841,737 | 14,762,075 | | | 2021 | 255,389 | — | — | — | 531,700 | — | 5,697 | 792,786 | | David J. Anderson EVP & Chief Financial Officer | 2023 | 841,923 | — | 2,480,076 | 620,002 | 617,950 | — | 312,889 | 4,872,840 | | | 2022 | 792,115 | — | 2,400,037 | 600,008 | 1,485,600 | — | 1,464,693 | 6,742,452 | | | 2021 | 548,077 | — | 4,300,042 | 1,200,001 | 1,288,350 | — | 97,850 | 7,434,319 | | Samuel R. Eathington, Ph.D. EVP, Chief Technology & Digital Officer | 2023 | 645,962 | — | 1,120,099 | 280,002 | 472,550 | — | 171,551 | 2,690,163 | | | 2022 | 609,231 | — | 1,040,060 | 260,012 | 1,160,625 | — | 36,551 | 3,106,479 | | Timothy P. Glenn EVP, Seed Business Unit | 2023 | 670,962 | — | 1,360,102 | 340,021 | 834,300 | 84,877 | 168,808 | 3,459,069 | | | 2022 | 646,058 | — | 1,200,069 | 300,004 | 1,207,050 | — | 141,742 | 3,494,923 | | | 2021 | 629,917 | — | 825,026 | 550,011 | 1,022,500 | — | 86,568 | 3,114,022 | | Robert D. King EVP, Crop Protection Business Unit | 2023 | 641,923 | — | 1,200,079 | 300,009 | 283,400 | — | 118,627 | 2,544,037 | | | 2022 | 450,000 | 475,000 | 4,440,087 | 260,005 | 1,114,200 | — | 26,945 | 6,766,237 |
2023 SUMMARY COMPENSATION TABLE
| (1) Salary amounts for Mr. King were prorated for Mr. King’s length of service in 2022 and Messrs. Magro and Anderson were prorated for their length of service in 2021. Mr. Magro’s salary and non-equity incentive plan compensation were paid in Canadian dollars for 2021 and part of 2022. Reported amounts for Mr. Magro use a conversion rate of 0.79111 U.S. Dollar to 1.00 Canadian Dollar as of December 31, 2021. For the period of January 2022 through September 2022, reported amounts for Mr. Magro used an average monthly rate of 0.78192 U.S. Dollar to 1.00 Canadian Dollar. Mr. Magro’s salary after his relocation was paid in U.S. Dollars. |
2023 SUMMARY COMPENSATION TABLE
| (2) Amounts represent the one-time cash signing bonus for Mr. King to compensate for certain cash incentive and sign-on compensation from his former employer that would be either forfeited or returned, in order to join Corteva. |
2023 SUMMARY COMPENSATION TABLE
| (3) Amounts represent the aggregate grant date fair value of RSU and PSU awards in the year of grant in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. If valued assuming a maximum payout on the Performance Share program, the value of the 2023 awards would be: Mr. Magro, $12,300,033; Mr. Anderson, $3,720,083; Dr. Eathington, $1,680,086; Mr. Glenn, $2,040,122; and Mr. King, $1,800,056. This column does not represent the stock-based compensation expense recognized in the Company’s financial statements for the respective year end. See 2023 Grants of Plan-Based Awards — Grant Date Fair Value of Stock and Option Awards. |
2023 SUMMARY COMPENSATION TABLE
| (4) Amounts represent the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718 in the year of grant. A discussion of the assumptions used in calculating these values can be found in Note 19 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. This column does not represent the stock-based compensation expense recognized in the Company’s financial statements for the year ended December 31, 2023. |
2023 SUMMARY COMPENSATION TABLE
| (5) Individual results for Non-Equity Incentive Plan Compensation are detailed in the Annual Incentive Compensation section of the CD&A and reflect income earned for performance achieved in the respective year. |
2023 SUMMARY COMPENSATION TABLE
| (6) This column reports the estimated change in the actuarial present value of an NEO’s accumulated pension benefits and any above-market earnings on nonqualified deferred compensation balances. The Company does not credit participants in the nonqualified plans with above-market earnings, therefore, only the change in the pension value is reflected here. Where the overall change in pension value is negative, no value is reported. |
2023 SUMMARY COMPENSATION TABLE
| (7) Amounts shown in this column include Company contributions to both qualified and non-qualified defined contribution plans, as applicable, as well as the value of certain perquisites or other personal benefits. For a detailed discussion of the items and amounts reported in this column, refer to the All Other Compensation section of the narrative discussion following this footnote. |
Change in Pension Value and Nonqualified Deferred Compensation Earnings
Change in Pension Value and Nonqualified Deferred Compensation Earnings Amounts shown in this column of the table above represent the estimated change in the actuarial present value of accumulated pension benefits for Mr. Glenn at retirement at age 65. Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 18 (“Pension Plans and Other Post Employment Benefits”) to the Consolidated Financial Statements in Corteva’s Annual Report on Form 10-K for the year ended December 31, 2023. Assumptions are further described in the narrative discussion following the Pension Benefits table. There were no above-market or preferential earnings during 2023 on nonqualified deferred compensation. Generally, earnings on nonqualified deferred compensation include returns on investments in seven core investment alternatives, interest accruals on cash balances, Corteva common stock returns, and dividend reinvestments. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal long-term rate, and dividend equivalents are accrued at a non-preferential rate. In addition, the other core investment alternatives are a subset of the investment alternatives available to all employees under the Company’s Retirement Savings Plan (“RSP”). Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2023 Summary Compensation Table. Accordingly, all amounts shown in this column reflect the change in the pension value under the Pension Plan and Pension Restoration Plan. The change in pension value represents the change in the present value from the prior measurement date of an NEO’s accumulated benefit as of the applicable pension measurement date.
2023 GRANTS OF PLAN-BASED AWARDS
2023 GRANTS OF PLAN-BASED AWARDS The following table provides information on PRP awards, stock options, RSUs and PSUs granted in 2023 to each of our NEOs. For a complete understanding of the table, refer to the narrative discussion that follows.
2023 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Charles V. Magro | | — | 2,025,000 | 4,050,000 | — | — | — | — | — | — | | | | 2/28/2023 | — | — | — | 0 | 98,732 | 197,464 | — | — | — | 6,150,016 | | | 2/28/2023 | — | — | — | — | — | — | 32,911 | — | — | 2,050,026 | | | 2/28/2023 | — | — | — | — | — | — | — | 95,705 | $62.29 | 2,050,001 | | David J. Anderson | | — | 850,000 | 1,700,000 | — | — | — | — | — | — | | | | 2/28/2023 | — | — | — | 0 | 29,861 | 59,722 | — | — | — | 1,860,042 | | | 2/28/2023 | — | — | — | — | — | — | 9,954 | — | — | 620,035 | | | 2/28/2023 | — | — | — | — | — | — | — | 28,945 | $62.29 | 620,002 | | Samuel R. Eathington, Ph.D. | | — | 650,000 | 1,300,000 | — | — | — | — | — | — | | | | 2/28/2023 | — | — | — | 0 | 13,486 | 26,972 | — | — | — | 840,043 | | | 2/28/2023 | — | — | — | — | — | — | 4,496 | — | — | 280,056 | | | 2/28/2023 | — | — | — | — | — | — | — | 13,072 | $62.29 | 280,002 | | Timothy P. Glenn | | — | 675,000 | 1,350,000 | — | — | — | — | — | — | | | | 2/28/2023 | — | — | — | 0 | 16,376 | 32,752 | — | — | — | 1,020,061 | | | 2/28/2023 | — | — | — | — | — | — | 5,459 | — | — | 340,041 | | | 2/28/2023 | — | — | — | — | — | — | — | 15,874 | $62.29 | 340,021 | | Robert D. King | | — | 650,000 | 1,300,000 | — | — | — | — | — | — | | | | 2/28/2023 | — | — | — | 0 | 14,449 | 28,898 | — | — | — | 900,028 | | | 2/28/2023 | — | — | — | — | — | — | 4,817 | — | — | 300,051 | | | 2/28/2023 | — | — | — | — | — | — | — | 14,006 | $62.29 | 300,009 |
Narrative Discussion of Grants of Plan-Based Awards Table
Narrative Discussion of Grants of Plan-Based Awards Table
OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS The following table shows the number of shares underlying exercisable and unexercisable options, as well as unvested RSUs and unearned PSUs, held by our NEOs at December 31, 2023. Market or payout values in the table below are based on the closing price of Corteva common stock as of that date.
OUTSTANDING EQUITY AWARDS
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | Charles V. Magro | 2/18/2022 | 43,103 | 86,208 | 50.70 | 2/18/2032 | 24,186 | 1,159,013 | 106,509 | 5,103,911 | | | 2/28/2023 | — | 95,705 | 62.29 | 2/28/2033 | 33,298 | 1,595,661 | 98,732 | 4,731,237 | | David J. Anderson | 4/12/2021 | 64,154 | 32,077 | 47.10 | 4/11/2031 | 27,371 | 1,311,623 | — | — | | | 2/18/2022 | 14,368 | 28,736 | 50.70 | 2/18/2032 | 8,063 | 386,370 | 35,503 | 1,701,304 | | | 2/28/2023 | — | 28,945 | 62.29 | 2/28/2033 | 10,071 | 482,611 | 29,861 | 1,430,939 | | Samuel R. Eathington, Ph.D. | 11/2/2020 | 31,686 | — | 33.48 | 11/1/2030 | — | — | — | — | | | 2/26/2021 | 16,552 | 8,277 | 45.15 | 2/25/2031 | — | — | — | — | | | 2/18/2022 | 6,226 | 12,453 | 50.70 | 2/18/2032 | 3,495 | 167,464 | 15,385 | 737,249 | | | 2/28/2023 | — | 13,072 | 62.29 | 2/28/2033 | 4,549 | 217,985 | 13,486 | 646,249 | | Timothy P. Glenn | 2/2/2017 | 36,942 | — | 34.68 | 2/1/2027 | — | — | — | — | | | 2/15/2018 | 15,093 | — | 41.94 | 2/14/2028 | — | — | — | — | | | 2/21/2020 | 74,504 | — | 31.22 | 2/20/2030 | — | — | — | — | | | 2/26/2021 | 31,393 | 15,697 | 45.15 | 2/25/2031 | — | — | — | — | | | 2/18/2022 | 7,184 | 14,368 | 50.70 | 2/18/2032 | 4,033 | 193,258 | 17,752 | 850,676 | | | 2/28/2023 | — | 15,874 | 62.29 | 2/28/2033 | 5,523 | 264,675 | 16,376 | 784,738 | | Robert D. King | 4/4/2022 | 4,986 | 9,974 | 58.67 | 4/4/2032 | 42,393 | 2,031,458 | 13,295 | 637,096 | | | 2/28/2023 | — | 14,006 | 62.29 | 2/28/2033 | 4,874 | 233,548 | 14,449 | 692,396 |
OUTSTANDING EQUITY AWARDS
| (a) Stock option awards vest in three equal installments on the first, second and third anniversaries of the grant date. |
OUTSTANDING EQUITY AWARDS
| (b) RSUs granted under the OIP generally vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. Mr. Anderson’s 2021 special RSU grant vests in two equal installments on the second and third anniversaries of the grant date. |
OUTSTANDING EQUITY AWARDS
| (c) Market values based on the December 29, 2023, closing stock price of $47.92 per share of Corteva common stock. |
OUTSTANDING EQUITY AWARDS
| (d) These PSUs reflect the number of shares deliverable at target performance. The actual number of shares to be delivered will be determined at the end of the respective performance period (December 31, 2024 or December 31, 2025, respectively). |
2023 OPTION EXERCISES AND STOCK VESTED
2023 OPTION EXERCISES AND STOCK VESTED The table below shows the number of shares of Corteva common stock acquired upon the exercise of stock options and the vesting of RSUs and PSUs during 2023. Stock awards include PSUs granted in 2021, which vested December 31, 2023, and were paid out in January 2024. See Compensation Discussion and Analysis — 2023 Compensation Decisions — 2021-2023 PSU Program (Payable in 2024) for more information on the 2021 PSUs.
2023 OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) | | Charles V. Magro | — | — | 11,953 | 743,936 | | David J. Anderson | — | — | 84,675 | 4,343,689 | | Samuel R. Eathington, Ph.D. | — | — | 36,750 | 1,767,437 | | Timothy P. Glenn | — | — | 27,673 | 1,285,788 | | Robert D. King | — | — | 21,004 | 1,266,189 |
PENSION BENEFITS
PENSION BENEFITS The following table lists the pension program participation and actuarial present value of accumulated benefits for the NEOs under their respective defined benefit pension plan and associated plans, as of December 31, 2023, for each of the NEOs that participates. The plans in which Mr. Glenn participates are plans that were assumed by the Company when it separated from DowDuPont, Inc. None of the other Company’s NEOs are eligible to, nor, participate in any defined benefit plan sponsored by the Company or any of its subsidiaries.
PENSION BENEFITS
| Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Timothy P. Glenn | Pension and Retirement Plan | 19.0 | 500,795 | | | Pioneer Hi-Bred International, Inc. GAP Retirement Plan | 19.0 | 585,300 |
Narrative Discussion of Pension Benefits
Narrative Discussion of Pension Benefits The Pension and Retirement Plan Mr. Glenn participates in the Pension and Retirement Plan (the “Pension Plan”), a tax-qualified defined benefit pension plan that generally covers a majority of those of our U.S. employees who were employees of historical DuPont prior to its separation from DowDuPont, Inc., except those hired or rehired by historical DuPont after December 31, 2006. The Pension Plan currently provides employees with a lifetime retirement income based on years of service and the employees’ final average pay near retirement. On November 30, 2018 (the “Effective Date”), the Company froze the pay and service amounts used to calculate pension benefits for then-active employees who were participants in the Pension Plan. The normal form of benefit for married individuals is a 50% qualified joint and survivor annuity. The normal form of benefit for unmarried individuals is a single life annuity, which is actuarially equivalent to the normal form for married individuals. Normal retirement age under the Pension Plan is generally age 65, and benefits are vested after five years of service. Mr. Glenn participates in Title IV of the Pension Plan. Under the provisions of Title IV of the Pension Plan, employees are eligible for unreduced pensions when they reach normal retirement age of age 65 or older with at least five years of service. An employee who is not eligible for retirement with an unreduced pension is eligible for retirement with a reduced pension if he is at least age 55 with at least 5 years of service. For participants with less than 30 years of service at retirement, the pension is reduced by 1/180 for each of the first 60 months prior to normal retirement age and reduced by 1/360 for each of the next 60 months that precede normal retirement age. For participants with 30 or more years of service at retirement, the pension is reduced by 1/400 for each month prior to normal retirement age. Title IV of the Pension Plan closed to new participants on January 1, 2012. The primary pension formula under Title IV of the Pension Plan provides a monthly retirement benefit equal to:
Narrative Discussion of Pension Benefits
| | (1.10% of Final Average Earnings up to Integration Level | + | 1.47% of Final Average Earnings in excess of Integration Level) | × | Years of Credited Service Projected to Normal Retirement Date, up to 35 years | | × | | Years of Credited Service Through 12/31/2011 | | | | | + | | | | | | | ÷ | | | | 1.00% of Final Average Earnings | | | × | Years of Credited Service Projected to Normal Retirement Date, in excess of 35 years, if any | | | | Total Years of Credited Service at Normal Retirement Date | | | | | | PLUS | | | | | | | | | | (0.55% of Final Average Earnings up to Integration Level | + | 0.735% of Final Average Earnings in excess of Integration Level) | × | Years of Credited Service Projected to Normal Retirement Date, up to 35 years | | × | | Years of Credited Service From 01/01/2012 Through the Effective Date | | | | | + | | | | | | | ÷ | | | | 0.50% of Final Average Earnings | | | × | Years of Credited Service Projected to Normal Retirement Date, in excess of 35 years, if any | | | | Total Years of Credited Service at Normal Retirement Date | |
Narrative Discussion of Pension Benefits
Final Average Earnings are based on the employee’s 60 highest consecutive months of earnings out of the last 120 months prior to the earlier of termination of employment or the Effective Date. Compensation includes regular compensation plus the PRP award. Integration Level is in accordance with IRC guidance but in no event will it increase after the Effective Date. For the purpose of unreduced pension, employees’ age, and service post Effective Date until termination of employment, will be counted in determining the retirement eligibility. Mr. Glenn was eligible for a reduced pension. The Pioneer Hi-Bred International Inc. GAP Retirement Plan If benefits provided under the Pension Plan exceed the applicable IRC compensation or benefit limits, and the excess benefit for Title IV of the Pension Plan is paid under the Pioneer Hi-Bred International Inc. GAP Retirement Plan (the “Pioneer GAP Plan”), an unfunded non-qualified plan. The form of benefit under the Pioneer GAP Plan for Mr. Glenn would be a single life annuity. The mortality tables and interest rates used to determine lump sum payments are the Applicable Mortality Table and the Applicable Interest Rate prescribed by the Secretary of the Treasury in IRC Section 417(e)(3). The Company does not grant any extra years of credited service for pension benefit purposes. Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 18 (“Pension Plans and Other Post-Employment Benefits”) to the Consolidated Financial Statements in Corteva’s Annual Report on Form 10-K for the year ended December 31, 2023. All other assumptions are consistent with those used in Note 18, except that the present value of accumulated benefit uses a retirement age at which the NEO may retire with an unreduced benefit under the Pension Plan. The valuation method used for determining the present value of the accumulated benefit is the traditional unit credit cost method.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The following table provides information on Corteva’s defined contribution or other plans that provide for deferrals of compensation on a basis that is not tax-qualified. For a complete understanding of the table, refer to the narrative discussion that follows.
NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdraws / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Charles V. Magro | 80,458 | 80,458 | 2,123 | — | 169,788 | | David J. Anderson | 119,794 | 119,794 | 120,099 | — | 644,993 | | Samuel R. Eathington, Ph.D. | 88,566 | 88,566 | 32,720 | — | 249,344 | | Timothy P.Glenn | 92,852 | 92,852 | (89,253) | — | 1,422,321 | | Robert D. King | 85,510 | 85,510 | 3,424 | — | 194,496 |
NONQUALIFIED DEFERRED COMPENSATION
| (1) Executive contributions are included in salary for 2023 in the Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION
| (2) Company contributions are included in All Other Compensation for 2023 in the Summary Compensation Table. |
Narrative Discussion of the Nonqualified Deferred Compensation Table
Narrative Discussion of the Nonqualified Deferred Compensation Table Corteva offers two nonqualified deferred compensation programs under which participants may voluntarily elect to defer some portion of base salary, PRP, or LTI awards until a future date. Deferrals are credited to an account and earnings are calculated thereon in accordance with the applicable investment option or interest rate. With the exception of the Retirement Savings Restoration Plan (“RSRP”), there are no Company contributions or matches. The RSRP was adopted to restore Company contributions for certain U.S. employees that would be lost due to IRC limits on compensation under Corteva’s tax-qualified savings plan. The following provides an overview of the various deferral options as of December 31, 2023. RSRP: Under the RSRP, eligible employees can elect to defer eligible compensation (generally, base salary plus PRP) that exceeds the regulatory limits ($330,000 in 2023) in increments of 1% up to 6%. Corteva matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. Corteva also makes an additional contribution of 3% of eligible compensation to participants in the RSRP as of December 31. The additional 3% contribution is made during the first quarter of the following calendar year. Participant investment options under the RSRP mirror the options available under the qualified plan. Distributions may be made in the form of a lump sum or annual installments after separation from service. Management Deferred Compensation Program (“MDCP”): Under the MDCP, a NEO can elect to defer the receipt of up to 60% of his base salary and/or PRP award. Corteva does not match deferrals under the MDCP. Participants may select from among seven core investment options under the MDCP, including Corteva common stock units with dividend equivalents credited as additional stock units. In general, distributions may be made in the form of a lump sum at a specified future date prior to separation from service or a lump sum or annual installments after separation from service. In addition, under the MDCP, a NEO can elect to defer the receipt of 100% of his LTI awards (RSUs and/or PSUs). Corteva does not match LTI deferrals under the MDCP. LTI deferrals under the MDCP are in the form of Corteva common stock units with dividend equivalents credited as additional stock units.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As described in the CD&A, the Company maintains a Change in Control and Executive Severance Plan. For a description of the plan, see Components of Our Executive Compensation Program — Change in Control and Executive Severance Benefits. Benefits provided under the plan are highlighted in the table below.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Benefit Element | Qualifying Termination Associated with a Change in Control | Qualifying Termination NOT Associated with a Change in Control | | Severance benefit | Lump sum cash payment equal to two times (2.99 times for the CEO) the sum of the executive’s base salary and target annual PRP award | Lump sum cash payment equal to one and one-half times (two times for the CEO) the sum of the executive’s base salary and target annual PRP award | | PRP in year of termination | Lump sum cash payment equal to the pro-rated portion of the executive’s target annual PRP award | Lump sum cash payment equal to the pro-rated portion of the executive’s target annual PRP award | | Benefit continuation | Continued health and welfare benefits, financial counseling (as applicable) and outplacement services for two years (2.99 years for the CEO) | Continued health and welfare benefits and outplacement services for one and one-half years (two years for the CEO) | | Equity award treatment | Acceleration of all unvested equity awards, with unexercised stock options remaining exercisable for their full term | Treatment of awards subject to terms and conditions of each specific grant |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Potential payments under the plan are reflected in the table below. The table also includes potential payments under the OIP. The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table. The following information does not quantify payments under plans that are generally available to all salaried employees, similarly situated to the NEOs, including in age, years of service, date of hire, and that do not discriminate in scope, terms, or operation in favor of executive officers. For example, all participating employees who terminated on December 31, 2023, are entitled to receive any PRP awards for the 2023 performance year. See also the Pension Benefits and Nonqualified Deferred Compensation tables and accompanying narrative discussions for benefits or balances, as the case may be, under those plans as of December 31, 2023. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect those amounts include the timing during the year of any such event, Corteva’s stock price and the executive’s age. If an individual engages in misconduct, we may demand that he/she repay any long-term or short-term incentive award, or cash payments received as a result of such an award, within 10 days following written demand by Corteva. See How We Manage Compensation Risk — Compensation Recovery Policy (Clawback) for further discussion. For the CEO and other NEOs, the benefits that would become payable upon termination of employment, death, disability, or change in control as of December 31, 2023, are outlined below. The value of long-term incentives which would accelerate or otherwise continue to vest as a result of the executive’s termination is based in part in reference to Corteva’s closing stock price of $47.92 on December 29, 2023, as reported on the New York Stock Exchange.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Benefit | Termination without Cause or for Good Reason 24 months following a Change in Control ($) | Other Termination without Cause or for Good Reason ($)(1) | Death or Disability ($) | Voluntary Separation ($)(2) | | Charles V. Magro | Severance(3) | 10,091,250 | 6,750,000 | — | — | | | LTI Acceleration / Vesting(4) | 12,589,823 | 6,091,040 | 7,734,361 | — | | | Health & Welfare Benefits(5) | 53,657 | 32,494 | — | — | | | Outplacement & Financial Planning(6) | 9,900 | 9,900 | — | — | | David J. Anderson | Severance(3) | 3,400,000 | 2,550,000 | — | — | | | LTI Acceleration / Vesting(4) | 5,339,150 | 3,303,189 | 3,818,089 | — | | | Health & Welfare Benefits(5) | 32,494 | 21,163 | — | — | | | Outplacement & Financial Planning(6) | 9,900 | 9,900 | — | — | | Samuel R. Eathington, Ph.D. | Severance(3) | 2,600,000 | 1,950,000 | — | — | | | LTI Acceleration / Vesting(4) | 1,791,874 | 886,234 | 1,115,292 | — | | | Health & Welfare Benefits(5) | 9,908 | 6,105 | — | — | | | Outplacement & Financial Planning(6) | 9,900 | 9,900 | — | — | | Timothy P. Glenn | Severance(3) | 2,700,000 | 2,025,000 | — | — | | | LTI Acceleration / Vesting(4) | 2,136,827 | 1,057,014 | 1,330,110 | 1,057,014 | | | Health & Welfare Benefits(5) | 9,770 | 4,885 | | | | | Outplacement & Financial Planning(6) | 9,900 | 9,900 | — | — | | Robert D. King | Severance(3) | 2,600,000 | 1,950,000 | — | — | | | LTI Acceleration / Vesting(4) | 3,594,499 | 1,748,988 | 2,920,536 | — | | | Health & Welfare Benefits(5) | 32,578 | 21,219 | — | — | | | Outplacement & Financial Planning(6) | 9,900 | 9,900 | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) Generally represents Company-initiated terminations not associated with a Change in Control, but in certain cases may also be applicable to terminations associated with a mutually-agreed upon retirement. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) Per the provisions of the Company’s OIP and of the terms and conditions of awards granted under the OIP, employees who voluntarily terminate their employment with the Company after having reached age 55, and who have a minimum of 10 years of service with the Company, are eligible to continue to vest in all or a portion of the outstanding equity awards they hold at the time of their separation. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) Per the provisions of the Company’s Change in Control and Executive Severance Plan, amounts represent a lump sum payment equal to two times (or, in the case of the CEO, 2.99 times) the sum of an executive’s base salary plus target bonus in the case of a termination with respect to a Change in Control, or one and one-half times (two times, in the case of the CEO) the sum of the base salary plus target bonus in the case of a termination not with respect to a Change in Control. In each case, the plan also calls for a lump sum payment equal to the prorated portion of the executive’s target bonus in the year of termination (prorated for the number of months of service rendered during the year). However, because the Company’s PRP provides for the payment of any bonus earned by an eligible employee who is an active employee through the last day of the fiscal year, and because the table above assumes the termination of employment occurs on such date, the amount due under the Change in Control and Executive Severance Plan with respect to a prorated bonus in year of termination is not incremental to the PRP, and as such is not included in the amounts above. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (4) In the case of termination with respect to a Change in Control, amounts include the value of all outstanding and unvested stock options, outstanding RSUs and outstanding and unearned PSUs, all of which immediately accelerate and become vested upon termination, with performance for the unearned PSUs deemed achieved at target performance levels. In the case of a termination without Cause or for Good Reason, amounts represent the value of those outstanding and unvested stock options which are scheduled to vest within 12 months of the assumed termination (and which would continue to vest during that period under the terms of the awards), as well as the value of all outstanding RSUs and of a prorated portion of outstanding PSUs, which would be earned at the end of the applicable performance period to the extent that performance metrics are achieved at a minimum of threshold performance levels. In the case of a termination related to Death or Disability, the amounts represent the value of all outstanding and unvested stock options and RSUs, as well as a prorated portion of unearned PSUs. In the case of a Voluntary Separation of employment, the amount for Mr. Glenn represents the value of those outstanding and unvested stock options which are scheduled to vest within 12 months of the assumed termination (and which would continue to vest during that period under the terms of the awards), the value of all outstanding RSUs and a prorated portion of PSUs. For purposes of the table above, performance of the prorated PSUs is assumed at target. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (5) Amounts represent the value of the differential between the cost of health and welfare benefits available to employees under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at COBRA rates and the cost of those same benefits at current employee rates, the amount of which is payable to the executive for a period of months equal to the length of time implied by the severance multiple. Amount also includes the estimated cost of participating in the diagnostic executive physical program, but only to the extent that the executive was actively participating in the program at the time of their termination. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (6) Represents the cost of outplacement services provided to executives during the period equal to the length of time implied by the severance multiple, in addition to the annual cost of financial counseling services over the same period, but only to the extent that the executive was actively participating in the financial counseling program at the time of their termination. |
CEO PAY RATIO
CEO PAY RATIO Under the SEC guidelines, the median employee is only required to be determined once every three years provided there have been no changes to the employee population or compensation arrangements that cause Corteva to reasonably believe there will be a significant change in the pay ratio disclosure. On March 1, 2023, the Company completed two biologicals’ acquisitions of the Stoller Group, Inc., and Quorum Vital Investment, S.L. (“Symborg”). These acquisitions along with other changes in our employee population or our employee compensation arrangements in 2023 did not significantly impact our pay ratio disclosure. Therefore, the median employee identified in 2022 was maintained for 2023. For 2022, as required by Item 402(u) of Regulation S-K, the Company identified a new median employee using our global employee population, excluding our CEO, as of December 30, 2022, which included all global full-time, part-time, temporary, and seasonal employees who were employed on that date. We used “base salary plus cash incentive compensation” as our consistently applied compensation measure across the employee population. The following jurisdictions constituting 4.95% of the Company’s total employees were excluded under the 5% de minimis rule: Cambodia (6), Colombia (222), Egypt (61), Eswatini (1), Ethiopia (29), Hungary (229), Indonesia (213), Kazakhstan (5), Mozambique (1), Myanmar (7), Pakistan (75), Turkey (172) and Zambia (67). From the remaining employees, we leveraged a valid statistical sampling approach to produce a sample of employees who were paid within a 5% range of the estimated median base salary and cash incentives, and selected an employee from within that group as our median employee. We determined the median employee’s annual total compensation using the methodology for the Company’s Summary Compensation Table, as set forth in Item 402(c)(2)(x) of Regulation S-K and compared it to the total compensation of our CEO. The Company’s CEO compensation for 2023, as reported in the Summary Compensation Table, was $13,234,872. The compensation of our median employee for 2023 was $77,084. Based upon the total CEO compensation and median employee compensation for 2023, our CEO to median employee pay ratio was 172:1. This ratio is a reasonable estimate calculated using a methodology consistent with SEC rules, as described above. As the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, and to use reasonable estimates and assumptions that reflect their compensation practices, pay ratios reported by other companies may not be comparable to the Company’s pay ratio reported above.
Pay Versus Performance Table
Pay Versus Performance Table In determining the CAP for our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (the “SCT”) for the last four calendar years. The table below summarizes compensation values both previously reported in our SCT, as well as footnotes of the adjusted values for 2023.
Pay Versus Performance Table
| Year (1) | SCT Total for CEO: J. Collins (2) | SCT Total for CEO: C. Magro (2) | Compensation Actually Paid to CEO: J. Collins (3) | Compensation Actually Paid to CEO: C Magro (3) | Avg. SCT Total for Non-PEO NEOs (2) | Avg. Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on: (4) | | GAAP Net Income (6) ($ in millions) | Company Selected Measure (7) : Operating EPS ($) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (5) | | | | 2023 | — | $13,234,872 | — | $7,924,156 | $3,391,528 | $1,403,620 | $171 | $146 | $747 | $2.69 | | 2022 | — | $14,762,075 | — | $16,983,522 | $5,027,523 | $7,408,698 | $207 | $132 | $1,158 | $2.67 | | 2021 | $16,864,428 | $792,786 | $18,917,976 | $792,786 | $4,077,575 | $5,553,889 | $165 | $149 | $1,769 | $2.15 | | 2020 | $10,749,544 | — | $19,452,828 | — | $2,596,002 | $4,885,371 | $133 | $118 | $701 | $1.50 |
Pay Versus Performance Table
| (1) Mr. Magro succeeded Mr. Collins as PEO in 2021 (on November 1, 2021). Mr. Collins served as the PEO for the entirety of 2020. Our Non- PEO NEOs for the applicable years were as follows: |
Pay Versus Performance Table
| • | 2023: David J. Anderson, Samuel R. Eathington, Timothy P. Glenn, and Robert D. King |
Pay Versus Performance Table
| • | 2022: David J. Anderson, Samuel R. Eathington, Timothy P. Glenn, and Robert D. King |
Pay Versus Performance Table
| • | 2021: David J. Anderson, Timothy P. Glenn, Cornel B. Fuerer, Gregory R. Friedman, and Rajan Gajaria |
Pay Versus Performance Table
| • | 2020: Gregory R. Friedman, Rajan Gajaria, Timothy P. Glenn, and Cornel B. Fuerer |
Pay Versus Performance Table
| (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEOs, Mr. Collins and Mr. Magro, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. |
Pay Versus Performance Table
| (3) Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Mr. Collins and Mr. Magro and (ii) the average CAP for the applicable year for our Non-PEO NEOs; adjustments were made to the amounts reported in the SCT for the applicable year. |
Pay Versus Performance Table
A reconciliation of the adjustments made to the 2023 SCT amounts to calculate CAP for our PEO, Mr. Magro, and for the average of the Non-PEO NEOs is set forth in the table below. In this table, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
Pay Versus Performance Table
| 2023 | SCT Reported Total | Less: SCT Reported Change in Pension Value | Plus: Pension Value Service Cost | Less: SCT Reported Stock Award and Option Value | Plus (Less): Fair Value of Equity Awards Granted During 2023 that are Outstanding and Unvested at End of the Covered Year | Plus (Less) Fair value of Equity Awards Granted in Any Prior Year that are Outstanding and Unvested at End of the Covered Year | | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Covered Year | Plus (Less) Change in Fair Value of Equity Awards granted in Prior Years that Vested During the Covered Year | | Less Fair Value of Equity Awards Granted in Prior Year that were Forfeited During the Covered Year | Compensation Actually Paid | | PEO | $13,234,872 | $0 | $0 | $10,250,043 | $7,395,789 | ($ | 2,592,295) | $0 | | 135,833 | $0 | $7,924,156 | | Average Non-PEO NEOs | $3,391,528 | $21,219 | $0 | $1,925,098 | $1,388,988 | ($ | 789,830) | $0 | ($ | 640,750) | $0 | $1,403,620 |
Pay Versus Performance Table
| (4) Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2020, 2021, 2022 and 2023, respectively. TSR is calculated by dividing the difference between the price of the Company’s common stock at the end and the beginning of the measurement period by the price of the Company’s common stock at the beginning of the measurement period. |
Pay Versus Performance Table
| (5) The company utilized the S&P 500 Chemicals Index as its peer group for TSR, which is the industry index utilized in the Company’s Annual Report on Form 10-K. |
Pay Versus Performance Table
Corteva 2024 Proxy Statement |
Pay Versus Performance Table
| (6) Reflects the Company’s net income (loss) reflected in the audited financial statements published in our Annual Report on Form 10-K for the applicable year. |
Pay Versus Performance Table
| (7) Operating EPS has been selected as the Company Selected Measure because the Company believes it is the most important measure linked to compensation actually paid, has a close association with the Company’s share price and TSR, and has been and is expected to continue to be a performance metric that is important to the Company and our stockholders. Refer to our 2023 Annual Report for a reconciliation of Operating EPS to EPS, the most directly comparable financial measure calculated and presented in accordance with US GAAP. |
Pay Versus Performance Table
Performance Measures Used to Link Company Performance and CAP. The Company utilizes other important financial measures to link compensation actually paid to its NEOs performance as set forth in the table below.
Pay Versus Performance Table
| Metrics | | (1) Absolute Total Shareholder Return | | (2) Operating Earnings Per Share | | (3) Operating EBITDA Margin | | (4) Return on Net Assets |
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 2025 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on October 16, 2024, and the close of business on November 15, 2024. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available at investors.corteva.com. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2025.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
BOARD OF DIRECTORS
| A. | Power of the Board of Directors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors shall be expressly authorized to: |
BOARD OF DIRECTORS
| 1. | determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the business and affairs of the Company; |
BOARD OF DIRECTORS
| 2. | establish one or more committees of the Board of Directors, by the affirmative vote of a majority of the entire Board of Directors, to which may be delegated any or all of the powers and duties of the Board of Directors to the fullest extent permitted by law; and |
BOARD OF DIRECTORS
| 3. | exercise all such powers and do all such acts as may be exercised by the Company, subject to the provisions of the laws of the State of Delaware, this Amended and Restated Certificate of Incorporation, and the Amended and Restated Bylaws of the Company (as the same may be amended and/or restated from time to time, the “Bylaws”). |
BOARD OF DIRECTORS
| B. | Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by a vote of a majority of the entire Board of Directors in the manner provided in the Bylaws. As used in this Amended and Restated Certificate of Incorporation, the term “entire Board of Directors” means the total authorized number of directors that the Company would have if there were no vacancies. |
BOARD OF DIRECTORS
| C. | Vacancies. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock to elect directors, any vacancies on the Board of Directors for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall be filled exclusively by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by stockholders. Any directors elected to fill a vacancy shall hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. |
BOARD OF DIRECTORS
| D. | Removal of Directors. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting as a single class. |