DEF 14A of DuPont de Nemours, Inc., Apr 5, 2024

DEF 14A of DuPont de Nemours, Inc.

Filed Apr 5, 2024 · FY20230001193125-24-088290

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | (As of the date of this Proxy Statement) Name Age Current Position | Independent | Audit Committee | Nomination and Governance Committee | People and Compensation Committee | Environment, Health, Safety & Sustainability Committee | Other Current Public Boards | | Amy G. Brady | | | | | | | | Age 57 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 68 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 1 | | Ruby R. Chandy | | | | | | | | Age 62 Former President, Industrial Division, Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin | | | | | | | | Age 55 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 72 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 57 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson | | | | | | | | Age 66 Former President, The Ohio State University | ● | | | ● | ● | 1* | | Luther C. Kissam | | | | | | | | Age 59 Senior Advisor, Bernhard Capital Partners Management, LP | ● | ● | ● | | | 1 | | James A. Lico** | | | | | | | | Age 58 Chief Executive Officer and President, Fortive Corporation | ● | | | | | 1 | | Frederick M. Lowery | | | | | | | | Age 53 Senior Vice President and President, Customer Channels, Thermo Fisher Scientific Inc. | ● | | | CH | ● | | | Deanna M. Mulligan | | | | | | | | Age 60 Chief Executive Officer, Purposeful | ● | | ● | ● | | | | Steven M. Sterin | | | | | | | | Age 52 Senior Advisor, McKinsey & Company | ● | CH | | | ● | 1 |

  3. Director Nominees

    CH = Chair

  4. Director Nominees

    | * Dr. Johnson currently serves as director of Cisco Systems, Inc. and has been appointed as a director of Minerals Technologies Inc. effective as of May 13, 2024. |

  5. Director Nominees

    | ** Mr. Lico has been nominated by the Board for election to the Board at the Annual Meeting. The Board expects to appoint Mr. Lico to one or more Committees following his election to the Board. |

  6. Director Nominees

    | 2024 Proxy Statement | 3 |

  7. Director Nominee Skills and Diversity Matrix

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

  8. Director Nominee Skills and Diversity Matrix

    | | | | | | | | | | | | | | | KNOWLEDGE, SKILLS & EXPERTISE | | | | | | | | | | | | | | CEO of Public Company | | ● | | ● | ● | | | ● | ● | | | | | Public Company Board Experience | | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Compensation/Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability | | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | | Finance and Accounting | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business | ● | ● | ● | ● | ● | | | ● | ● | ● | ● | ● | | IT / Cybersecurity | ● | ● | ● | ● | ● | ● | | | ● | ● | ● | ● | | Lobbying / Public Affairs | | ● | | | ● | | ● | | | ● | ● | | | Mergers & Acquisitions | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Science & Technology | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | | | Manufacturing and Operations | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | DEMOGRAPHICS | | | | | | | | | | | | | | Race / Ethnicity / Underrepresented Groups | | | | | | | | | | | | | | African American or Black | | | | | | | | | | ● | | | | Asian | | | ● | | | | | | | | | | | White | ● | ● | | ● | ● | ● | ● | ● | ● | | ● | ● | | LGBTQ+ | | | | | | | ● | | | | | | | Gender | | | | | | | | | | | | | | Male | | ● | | ● | ● | ● | | ● | ● | ● | | ● | | Female | ● | | ● | | | | ● | | | | ● | | | Age | 57 | 68 | 62 | 55 | 72 | 57 | 66 | 59 | 58 | 53 | 60 | 52 | | Year Joined Board | 2019 | 2017 | 2019 | 2019 | 2017 | 2019 | 2022 | 2019 | | 2019 | 2021 | 2019 |

  9. Director Nominee Skills and Diversity Matrix

    | 2024 Proxy Statement | 17 |

  10. Election of Directors

    Election of Directors

  11. Election of Directors

    | Board Composition The Board currently consists of eleven members, with Mr. Breen serving as Executive Chairman and Chief Executive Officer and Mr. Cutler serving as Lead Director. We are deeply saddened to inform you that Raymond J. Milchovich passed away unexpectedly on January 30, 2024. Mr. Milchovich had served as a director of the Company since 2019. Mr. Milchovich was a member of the People and Compensation Committee and the EHS&S Committee at the time of his passing. The Board wishes to express our gratitude and appreciation for Mr. Milchovich’s years of leadership and service to the Company and its stockholders. Recommendations and Nominations for Director In accordance with the recommendation of the Nomination and Governance Committee, the Board has nominated the individuals listed in the following table for election as directors, to serve for a term that expires at the next annual meeting for the election of directors and until their successors are elected and qualified. The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be elected. Under the Corporate Governance Guidelines, if a nominee who already serves as a director is not elected, that nominee shall offer to tender his or her resignation to the Board. The Nomination and Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting instructions, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided. If something unanticipated should occur prior to the Annual Meeting making it impossible for one or more of the candidates to serve as a director, votes will be cast in the best judgment of the persons authorized as proxies. The NYSE rules do not permit brokers with discretionary authority to vote on the election of directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will refrain from voting on your behalf and your shares will not be voted in the election of directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker. The Board recommends a vote FOR the election of ALL of these nominees as directors. | |

  12. Election of Directors

    | 2024 Proxy Statement | 21 |

  13. Election of Directors

    | (As of the date of this Proxy Statement) Name Age Current Position | Independent | Audit Committee | Nomination and Governance Committee | People and Compensation Committee | Environment, Health, Safety & Sustainability Committee | Other Current Public Boards | | Amy G. Brady | | | | | | | | Age 57 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 68 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | 1 | | Ruby R. Chandy | | | | | | | | Age 62 Former President, Industrial Division Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin | | | | | | | | Age 55 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 72 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 57 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson | | | | | | | | Age 66 Former President, The Ohio State University | ● | | | ● | ● | 1* | | Luther C. Kissam | | | | | | | | Age 59 Senior Advisor, Bernhard Capital Partners Management LP | ● | ● | ● | | | 1 | | James A. Lico** | | | | | | | | Age 58 Chief Executive Officer and President, Fortive Corporation | ● | | | | | 1 | | Frederick M. Lowery | | | | | | | | Age 53 Senior Vice President and President, Customer Channels, Thermo Fisher Scientific Inc. | ● | | | CH | ● | | | Deanna M. Mulligan | | | | | | | | Age 60 Chief Executive Officer, Purposeful | ● | | ● | ● | | | | Steven M. Sterin | | | | | | | | Age 52 Senior Advisor, McKinsey & Company | ● | CH | | | ● | 1 |

  14. Election of Directors

    CH = Chair

  15. Election of Directors

    | * Dr. Johnson currently serves as director of Cisco Systems, Inc. and has been appointed as a director of Minerals Technologies Inc. effective as of May 13, 2024. |

  16. Election of Directors

    | ** Mr. Lico has been nominated by the Board for election to the Board at the Annual Meeting. The Board expects to appoint Mr. Lico to one or more Committees following his election to the Board. |

  17. Election of Directors

    | 22 | |

  18. Director Nominees

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

  19. Director Nominees

    | Age: 57 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability Other Public Boards: None | Amy G. Brady Executive Vice President and Chief Information Officer, KeyCorp Ms. Brady is Chief Information Officer (CIO), Executive Vice President at KeyCorp, a bank-based financial services company. In this role, Ms. Brady leads the company’s shared services for technology, operations, data, client and account servicing, security services (including cybersecurity), and procurement. Prior to joining KeyCorp in 2012, Ms. Brady spent 25 years with Bank of America, including as CIO, Enterprise Technology and Operations, where she was responsible for technology and operations delivery for critical enterprise functions including Finance, Risk, Human Resources, Marketing, Legal and Audit. Ms. Brady joined the DuPont Board of Directors in October 2019. Skills and Expertise: Ms. Brady’s technology, operations and cybersecurity expertise is a strong asset to the Board. Ms. Brady also has extensive management experience. |

  20. Director Nominees

    | Age: 68 Director Since: 2017 Committees: None Other Public Boards: 1 | Edward D. Breen Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. Mr. Breen has served as the Executive Chairman of the Board of Directors of DuPont since June 1, 2019 and as Chief Executive Officer since February 17, 2020. Prior to his current role, Mr. Breen served as the Chief Executive Officer of DowDuPont from September 1, 2017 to May 31, 2019. Mr. Breen was named Interim Chairman of the EID Board and Chief Executive Officer on October 16, 2015, and assumed those roles permanently on November 9, 2015. He served as Chairman, from July 2002 to March 2016, and Chief Executive Officer, from July 2002 to September 2012, of Tyco International, plc, a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Prior to joining Tyco, Mr. Breen held senior management positions at Motorola, including as President, and General Instrument Corporation, including as Chairman, President and Chief Executive Officer. Mr. Breen serves as a director of Comcast Corporation (since 2014 and 2005 to 2011). Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Mr. Breen previously served as a director of Corteva from June 2019 to April 2020 and of IFF from February 2021 to May 2023. Mr. Breen served as a director of EID from February 2015 to September 2017, a director of DowDuPont from September 2017 to June 2019, and a director of DuPont since June 2019. Skills and Expertise: Mr. Breen’s experience leading numerous global companies makes him well suited to lead DuPont and to help enhance the Board’s ability to consider, evaluate and maintain oversight over business strategies and risk management efforts. |

  21. Director Nominees

    | 2024 Proxy Statement | 23 |

  22. Director Nominees

    | Age: 62 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability (Chair) Other Public Boards: 2 | Ruby R. Chandy Former President of the Industrial Division of Pall Corporation Ms. Chandy was the President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies, from April 2012 to November 2015. Prior to her time at Pall, Ms. Chandy held leadership positions with several major, global companies including The Dow Chemical Company, Rohm and Haas Corporation, Thermo Fisher Scientific Inc. and Boston Scientific Corporation. Ms. Chandy currently serves on the boards of Flowserve Corporation and Thermo Fisher Scientific Inc. Ms. Chandy previously served on the Board of AMETEK, Inc. from 2013 to 2022. Ms. Chandy joined the Specialty Products Advisory Committee in April 2018 and served as an ex-officio member of the DowDuPont Board from April 2018 to June 2019. Ms. Chandy joined the DuPont Board of Directors in June 2019. Skills and Expertise: Ms. Chandy has experience in industrial, medical, life science, specialty materials and microelectronics companies. She is a proven executive with experience in international growth and innovation. Her financial, management, environmental and global expertise brings value to the Board. |

  23. Director Nominees

    | Age: 55 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public Boards: 1 | Terrence R. Curtin Chief Executive Officer and Board Member, TE Connectivity Mr. Curtin assumed the role of CEO at TE Connectivity, a global technology leader in connectivity and sensor solutions, in March 2017. Prior to the CEO role, Mr. Curtin served as TE’s President, where he was responsible for all of the company’s businesses and mergers and acquisitions activities. Mr. Curtin previously led TE’s Industrial Solutions business segment and also served as TE’s Chief Financial Officer. Prior to his time with TE Connectivity, Mr. Curtin spent eleven years at Arthur Andersen LLP in positions of increasing responsibility. Mr. Curtin has served on the board of directors of TE Connectivity since March 2016. He is also a member of the board of directors of the US-China Business Council. Mr. Curtin joined the DuPont Board of Directors in June 2019. Skills and Expertise: Mr. Curtin’s experience as the Chief Executive Officer of a global technology company provides him with expertise as a global-minded leader with strong corporate governance skills, M&A experience and technology. He also brings a depth of experience in finance and accounting. |

  24. Director Nominees

    | 24 | |

  25. Director Nominees

    | Age: 72 Director Since: 2017 Committees: Nomination and Governance (Chair); People and Compensation Other Public Boards: 1 | Alexander M. Cutler Former Chairman and Chief Executive Officer, Eaton Mr. Cutler served as the Chairman and Chief Executive Officer of Eaton, a global, diversified industrial manufacturer, from 2000 to 2016. Mr. Cutler formerly served as Eaton’s President and Chief Operating Officer, Executive Vice President and Chief Operating Officer-Controls and Executive Vice President-Operations. Mr. Cutler has served on the board of KeyCorp since 2000. Mr. Cutler served as a director of EID from 2008 until September 2017, he served as a director of DowDuPont from September 2017 to June 2019 and as a director of DuPont since June 2019. Skills and Expertise: Mr. Cutler has a wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience as former Chairman and Chief Executive Officer of Eaton. As Lead Director and Chair of the Nomination and Governance Committee, he provides the Board with important insights in the areas of corporate governance and government relations based on his past position as Chair of The Business Roundtable Corporate Governance Committee as well as his various board positions. |

  26. Director Nominees

    | Age: 57 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public Boards: 1 | Eleuthère I. du Pont President, Longwood Foundation Mr. du Pont has served as President of the Longwood Foundation, a private foundation principally supporting charitable organizations, since 2008. He previously served as Senior Vice President, Operations and Chief Financial Officer of drugstore.com from 2007 to 2008. Prior to that time, Mr. du Pont served as President and Chief Financial Officer of Wawa, Inc. Mr. du Pont serves on the boards of WSFS Financial Corporation and Burris Logistics, a private company. Mr. du Pont served on the EID board of directors from 2006 until September 2017. In September 2017, Mr. du Pont joined the Specialty Products Advisory Committee and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. du Pont joined the DuPont Board of Directors in June 2019. Skills and Expertise: From his experiences as President, Chief Financial Officer and corporate director, Mr. du Pont brings to the Board expertise on corporate governance, accounting, finance, human resources, information technology, investment management, investor relations and procurement. He also brings a unique perspective from his roles leading safety, supply chain and operations. |

  27. Director Nominees

    | 2024 Proxy Statement | 25 |

  28. Director Nominees

    | Age: 66 Director Since: 2022 Committees: Environment, Health, Safety & Sustainability; People and Compensation Other Public Boards: 1 | Kristina M. Johnson Former President, The Ohio State University Dr. Johnson served as the President of The Ohio State University from September 2020 until May 2023. Previously Dr. Johnson served as the chancellor of the State University of New York from September 2017 to August 2020. From January 2014 to September 2017, Dr. Johnson served as the Chief Executive Officer of Cube Hydro Partners, LLC, a clean energy company, and a joint venture between Enduring Hydro, a company she founded in January 2011 and I Squared Capital, a private equity firm. From May 2009 to October 2010, Dr. Johnson served as Under Secretary of Energy at the U.S. Department of Energy. Prior to this, Dr. Johnson was Provost and Senior Vice President for Academic Affairs at The Johns Hopkins University from 2007 to 2009 and Dean of the Pratt School of Engineering at Duke University from 1999 to 2007. Previously, she served as a professor in the Electrical and Computer Engineering Department, University of Colorado and as director of the National Science Foundation Engineering Research Center for Optoelectronics Computing Systems at the University of Colorado, Boulder. Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015 and she is also a member of the National Academy of Engineering and the National Academy of Inventors. Dr. Johnson currently serves as director of Cisco Systems, Inc. and has been appointed as a director of Minerals Technologies Inc. effective as of May 13, 2024. She previously served as a director of Boston Scientific Corporation from 2011 until 2017 and The AES Corporation from 2011 until 2019. Dr. Johnson joined the DuPont Board of Directors in May 2022. Skills and Expertise: Dr. Johnson has an engineering background with expertise in science, technology, business, entrepreneurship, education and government. In addition, she has leadership and management experience, both in an academic context as president, chancellor, provost and dean of nationally recognized academic institutions and in a corporate context as a board member of public companies. |

  29. Director Nominees

    | 26 | |

  30. Director Nominees

    | Age: 59 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public Boards: 1 | Luther C. Kissam Senior Advisor, Bernhard Capital Partners Management, LP Mr. Kissam joined Bernhard Capital Partners Management, LP, as Partner in January 2021 and became a Senior Advisor in September 2023. He previously served as Chairman, President and CEO of Albemarle Corporation, a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts, until his retirement in June 2020. Mr. Kissam served as President and Chief Executive Officer of Albemarle from September of 2011 to June 2020. He was elected to the company’s board of directors in 2011 and served as Chairman of the board from 2016 to June 2020, remaining a board member until May 2021. Mr. Kissam joined Albemarle in 2003 as Vice President, General Counsel and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010. Prior to joining Albemarle, Mr. Kissam served as President, General Counsel and Secretary of Merisant company, a manufacturer of artificial sweeteners. Mr. Kissam is a current director of OGE Energy Corp. He also serves on the Executive Committee of both the Charlotte Sports Foundation and The Citadel Foundation. Mr. Kissam joined the Specialty Products Advisory Committee in April 2018 and served as an ex-officio member of the DowDuPont Board from April 2018 to June 2019. Mr. Kissam joined the DuPont Board of Directors in June 2019. Skills and Expertise: As the former CEO of a global company, Mr. Kissam has extensive knowledge in the areas of leadership, global business, corporate finance, safety, risk oversight, mergers and acquisitions, management and corporate governance. |

  31. Director Nominees

    | Age: 58 Other Public Boards: 1 | James A. Lico Chief Executive Officer, President and Board Member, Fortive Corporation Mr. Lico has served as the President and Chief Executive Officer and a member of the board of directors of Fortive Corporation since July 2016. Prior to July 2016, Mr. Lico served in leadership positions in a variety of different functions and businesses at Danaher Corporation after joining Danaher in 1996, serving as an Executive Vice President from 2005 until 2016. Mr. Lico served as a director of NetScout Systems, Inc., a public company, from 2015 to 2018. He is also a member of the Business Council, the University of Michigan-Dearborn National Advisory Council, and the University of Michigan’s Seattle Campaign Council. Mr. Lico does not currently serve on the Board. Mr. Lico was identified as a candidate for our Board by the third-party search firm used to identify director candidates. The Nomination and Governance Committee assessed all candidates identified by the third-party search firm and recommended to the Board that Mr. Lico be nominated to stand for election at the Annual Meeting. Skills and Expertise: As Chief Executive Officer of Fortive, a global technology and manufacturing company, Mr. Lico has broad operating and functional experience, as well as experience with capital allocation strategies, technology and innovation acceleration, marketing, branding, and leadership strategies. He also brings a depth of experience in M&A and corporate transformation having led a transformation of Fortive’s portfolio of businesses through strategic M&A. |

  32. Director Nominees

    | 2024 Proxy Statement | 27 |

  33. Director Nominees

    | Age: 53 Director Since: 2019 Committees: People and Compensation (Chair); Environment, Health, Safety & Sustainability Other Public Boards: None | Frederick M. Lowery Senior Vice President and President, Customer Channels, Thermo Fisher Scientific Inc. Mr. Lowery has served as Senior Vice President and President, Customer Channels, of Thermo Fisher Scientific Inc. since January 2021. In January 2022, Mr. Lowery also assumed responsibility for Thermo Fisher’s business in Europe, the Middle East and Africa. Since joining Thermo Fisher in 2005, he has held several senior leadership positions across Thermo Fisher, including previously serving as President, Life Sciences Solutions and Laboratory Products. Prior to his time at Thermo Fisher, Mr. Lowery was with Maytag Corporation from 1999 to 2005 and began his career as an engineer at General Motors Company. Mr. Lowery is a member of the Board of Trustees for Boston Medical Center. He is also on the Board of Trustees for both Tennessee Tech and its Foundation. Mr. Lowery joined the DuPont Board of Directors in June 2019. Skills and Expertise: With his engineering and science backgrounds, Mr. Lowery brings science and technology perspective combined with senior management capabilities to the Board. Mr. Lowery has a wealth of global experience and has developed operating teams, launched innovative new products and acquired businesses. Additionally, he brings significant manufacturing and global supply chain knowledge and experience. |

  34. Director Nominees

    | Age: 60 Director Since: 2021 Committees: Nomination and Governance; People and Compensation Other Public Boards: None | Deanna M. Mulligan Chief Executive Officer, Purposeful Ms. Mulligan has served as Chief Executive Officer of Purposeful, an advisory firm, since January 2021. Previously, Ms. Mulligan served as CEO of The Guardian Life Insurance Company of America, a mutual life insurance company (Guardian), from 2019 to October 2020, as President and Chief Executive Officer of Guardian from 2011 to 2019 and as President and Chief Operating Officer of Guardian beginning in 2010. She also served as a member of Guardian’s Board of Directors from 2011 until her retirement at year-end 2020 and as its Board Chair from October 2020 until her retirement date. Ms. Mulligan joined Guardian in 2008 as the Executive Vice President, Individual Life and Disability. Prior to joining Guardian in 2008, Ms. Mulligan founded DMM Management Solutions LLC where she served as President from 2007 to 2008. Previously, she held several other management positions at McKinsey & Company, AXA Financial, Inc. and New York Life Insurance Company. Ms. Mulligan currently serves as a director of The Vanguard Group, Inc., Trustee of the Vanguard Funds, Trustee of New York Presbyterian Hospital, Director of Chief Executives for Corporate Purpose, and Director of Partnership for New York City. She previously served as a director of ARCH Capital Group from 2013 to 2016. Ms. Mulligan joined the DuPont Board of Directors in April 2021. Skills and Expertise: Ms. Mulligan possesses deep executive management and leadership, finance, investment, risk management and corporate governance experience as former Board Chair, Director, Chief Executive Officer and President of Guardian and based on her numerous present and former board positions. |

  35. Director Nominees

    | 28 | |

  36. Director Nominees

    | Age: 52 Director Since: 2019 Committees: Audit (Chair); Environment, Health, Safety & Sustainability Other Public Boards: 1 | Steven M. Sterin Senior Advisor, McKinsey & Company Mr. Sterin has served as a Senior Advisor to McKinsey & Company since April 2023 and previously served in this role from June 2019 to August 2021. Mr. Sterin was the co-founder and president of G&S Energy Holdings, LLC, a private company, from its inception in August 2021 until December 2022. Mr. Sterin served as Executive Vice President and Chief Financial Officer of Andeavor from 2014 until the merger of Andeavor with Marathon Petroleum Company in October 2018. He also served as President, Chief Financial Officer and a member of the board of directors for Andeavor Logistics GP, LLC from 2014 to 2018. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer of Celanese Corporation, a global technology and specialty material company. He previously served as Corporate Controller and Principal Accounting Officer of Celanese. Mr. Sterin also spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including director of tax and treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with Price Waterhouse. Mr. Sterin has served on the board of directors of Kosmos Energy since July 2019. Mr. Sterin joined the Specialty Products Advisory Committee in December 2017 and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. Sterin joined the DuPont Board of Directors in June 2019. Skills and Expertise: Mr. Sterin has over 10 years of large public company CFO experience and has led financial functions including investor relations, business planning and analysis, capital markets and treasury, accounting and controlling, customer credit, internal audit, enterprise risk management, and tax. Mr. Sterin also has vast industry experience as well as experience with information technology and cyber security services. |

  37. AGENDA ITEM 1: ELECTION OF DIRECTORS

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

  38. AGENDA ITEM 1: ELECTION OF DIRECTORS

    | 2024 Proxy Statement | 29 |

  39. Director Compensation

    Director Compensation We compare our non-employee director compensation programs, designs and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion & Analysis. We target the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to our non-employee directors in 2023. For a description of compensation paid to Mr. Breen, Executive Chairman and Chief Executive Officer, see the Compensation Discussion & Analysis and Executive Compensation sections in this Proxy Statement. Non-Employee Directors’ Fees The 2023 directors’ fees, as stated below, are paid only to directors who are not our employees. An overview of the 2023 compensation elements for non-employee directors is below.

  40. Director Compensation

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

  41. Director Compensation

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

  42. Director Compensation

    | 30 | |

  43. Director Compensation

    Director Compensation for 2023

  44. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Amy Brady | 130,000 | 170,049 | 300 | 300,349 | | Ruby Chandy | 150,000 | 170,049 | 300 | 320,349 | | Terrence Curtin | 130,000 | 170,049 | 300 | 300,349 | | Alexander M. Cutler | 200,000 | 170,049 | 20,721 | 390,770 | | Eleuthere I. du Pont | 130,000 | 170,049 | 14,879 | 314,928 | | Kristina M. Johnson | 130,000 | 170,049 | 300 | 300,349 | | Luther C. Kissam | 130,000 | 170,049 | 300 | 300,349 | | Fred Lowery | 155,000 | 170,049 | 300 | 325,349 | | Raymond J. Milchovich | 130,000 | 170,049 | 300 | 300,349 | | Deanna M. Mulligan | 130,000 | 170,049 | 300 | 300,349 | | Steven M. Sterin | 165,000 | 170,049 | 300 | 335,349 |

  45. Director Compensation

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

  46. Director Compensation

    | (b) The full grant date fair value of Restricted Stock Units granted on May 24, 2023 is based on $66.27 per share with a total value of $170,049 for all non-employee directors, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |

  47. Director Compensation

    | (c) Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2023 for non-employee directors under EID’s discontinued directors’ charitable gift plan. |

  48. Director Compensation

    Outstanding equity awards for individual directors are noted below:

  49. Director Compensation

    | Name | Outstanding Stock Awards at December 31, 2023 | | Amy Brady | 12,909 | | Ruby Chandy | 14,699 | | Terrence Curtin | 13,692 | | Alexander M. Cutler | 21,942 | | Eleuthere I. du Pont | 21,942 | | Kristina M. Johnson | 5,222 | | Luther C. Kissam | 14,699 | | Fred Lowery | 13,692 | | Raymond J. Milchovich | 13,692 | | Deanna M. Mulligan | 7,743 | | Steven M. Sterin | 15,081 |

  50. Director Compensation

    Non-Employee Directors’ Stock Ownership Guidelines Equity, in the form of Restricted Stock, RSUs or Deferred Stock, is a key component of director compensation. Directors are generally required to hold all equity awards until retirement.

  51. Director Compensation

    | 2024 Proxy Statement | 31 |

  52. Director Compensation

    Non-Employee Directors’ Stock Grant In May 2023, all non-employee directors received a grant of 2,566 Restricted Stock Units (“RSUs”), with provisions limiting transfer until retirement or termination of service to the Company. Non-Employee Directors’ Initial Stock Grant Each newly appointed non-employee director receives a one-time grant of 1,000 shares of DuPont Common Stock when he or she joins the Board. These shares are immediately vested, but net shares after any sale to cover taxes related to the grant must be held until the director leaves the Board (minimum 55% of gross shares). Non-Employee Directors’ Deferred Compensation Plan Non-employee directors may choose, prior to the beginning of each year, to have all or part of their fees credited to deferred compensation accounts. A director may defer all or part of the Board retainer and Committee Chair fees in cash or stock units until retirement as a director or until a specified year after retirement. Interest accrues on deferred cash payments and dividend equivalents accrue on deferred stock units. As part of the retention requirements, stock units will be held until retirement. However, a director may defer payments beyond retirement. Business Travel Accident Insurance for Non-Employee Directors DuPont maintains a rider on its Business Travel Accident insurance policies covering each non-employee director, which will cover accidental death and dismemberment if the director is traveling on DuPont business. Directors’ Charitable Gift Plan In October 2008, EID discontinued its legacy charitable gift plan with respect to future directors. After the death of a director, EID donated five consecutive annual installments of up to $200,000 each to tax-exempt educational institutions or charitable organizations recommended by the director and approved by EID. A director was fully vested in the plan after five years of service as a director or upon death or disability. Each of Messrs. Cutler and du Pont, who served as directors of EID, participate in the plan and we have assumed the obligations of EID under the plan with respect to these directors. The plan is unfunded. We do not purchase insurance policies to satisfy the obligations under the plan. The directors do not receive any personal financial or tax benefit from this program because any charitable, tax-deductible donations accrue solely to the benefit of DuPont. Equity Compensation Plan Information The tables below show the Equity Compensation Plan Information as of December 31, 2023.

  53. Director Compensation

    | | (1) | (2) | (3) | | Plan Category | # of securities to be issued upon exercise of outstanding options, warrants, rights | Weighted-average exercise price of outstanding options, warrants, rights ($) | # of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) | | Equity Compensation Plans Approved by Security Holders | 6,023,128 | 75.38 | 15,647,365 |

  54. Director Compensation

    | 32 | |

  55. Frequently Used Acronyms

    Frequently Used Acronyms CD&A – Compensation Discussion & Analysis CEO – Chief Executive Officer CFO – Chief Financial Officer EPS – Earnings Per Share U.S. GAAP or GAAP – Generally Accepted Accounting Principles in the United States of America IRC – U.S. Internal Revenue Code, as amended LTI – Long-Term Incentive NEO – Named Executive Officer PEO – Principal Executive Officer PSU – Performance Share Unit RSU – Restricted Stock Unit STIP – Short-Term Incentive Program TSR – Total Shareholder Return Significant Items – Significant items are items that arise outside the ordinary course of the Company’s business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence. Management classifies as significant items certain costs and expenses associated with acquisition, integration and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance.

  56. CEO Actions

    | • | Effective January 1, 2024, Mr. Breen’s employment transitioned to an at-will basis and he is entitled to no cash severance payments upon his eventual termination from service. Moreover, Mr. Breen is no longer entitled to any special one-time compensation payments, and as explained elsewhere in this proxy statement, the Committee has determined that no special one-time awards will be granted to Mr. Breen in the future. |

  57. CEO Actions

    | • | For a description of the current letter agreement and the terms of Mr. Breen’s prior employment agreement, see “E. Breen Employment Agreement” under “Executive Compensation” below. |

  58. STIP

    STIP

  59. STIP

    | • | Taking into consideration that business conditions were expected to remain volatile and uncertain through 2023, the Committee decided to utilize quarterly measurement periods to set targets and measure results for Corporate and Segment metrics. The Committee believed this would be the most appropriate approach to respond to changing market conditions throughout 2023, while maintaining a formulaic design. The Committee followed a rigorous process to establish quarterly targets for 2023 to ensure alignment to external commitments and expectations. |

  60. STIP

    | • | As in prior years, Corporate Adjusted EPS, Segment Organic Revenue, Segment Operating EBITDA, and Segment Adjusted Free Cash Flow remained performance metrics. STIP payouts for the Business Segment Presidents continued to vary based on the performance of their respective individual Business Segments while Corporate aligned NEOs performance was determined based on the weighted average of the Business Segments metrics. |

  61. STIP

    | • | A Sustainability Modifier remained part of the STIP design to ensure continued focus on progress toward our 2030 Sustainability Goals. Based on a holistic review of the 2023 performance, the Committee determined that overall progress was generally consistent with expectations and no modifier was applied. |

  62. STIP

    | • | Overall STIP payout results for 2023 were meaningfully below target based on business performance. The results were largely due to significant volume pressure associated with channel inventory destocking and continued economic softness in China. STIP payouts for the Business Segment Presidents varied based on the performance of their respective individual Business Segments. |

  63. STIP

    | • | The Committee approved annual payout factors of 36.2% (Electronics & Industrial), 53.8% (Water & Protection), and 45.0% (Corporate Aligned) based on the aggregate quarterly Corporate and Segment performance results, review of annual progress against Sustainability goals, and, at the request of management, applying a 1.8% reduction under the reallocation feature to provide additional funding for top performers. |

  64. LTI

    LTI

  65. LTI

    | • | The 2023 LTI program for executives remained majority aligned to performance. Awards were delivered through a mix of PSUs (weighted at 60%) and RSUs (weighted at 40%). The Committee delayed the grant of long-term incentive awards in 2023 to allow more time to set targets for the PSUs. |

  66. LTI

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

  67. LTI

    | • | The Committee approved a payout factor of 120.84% for the 2021 PSU which had a three-year performance period that ended December 31, 2023. The 2021 PSU was granted to executive officers and other key leaders as part of their annual LTI award in March 2021. |

  68. LTI

    | 2024 Proxy Statement | 39 |

  69. LTI

    Program Philosophy and Objectives Our executive compensation philosophy and practices reflect a commitment to paying for performance — both short-term and long-term. Our executive compensation programs are designed to attract, retain, motivate and reward talented and experienced executives to successfully manage the business, execute our strategy and drive stockholder value. Within this philosophy, the key objectives are to:

  70. LTI

    | – | Establish a strong link between pay and performance. |

  71. LTI

    | – | Align the financial interest of executives with stockholders, particularly over the longer term. |

  72. LTI

    | – | Reinforce business strategies and drive sustained stockholder value. |

  73. LTI

    Executive Compensation Governance Practices Compensation of our executive officers, including the NEOs, is overseen by the Committee (or, in the case of Mr. Breen, by the Committee and the independent members of the Board). The Board and the Committee were assisted in performance of their oversight duties by an independent compensation consultant. The following table summarizes key governance elements related to the executive compensation programs in which the executive officers participate:

  74. LTI

    | What We Do | | What We Don’t Do | | | | Maintain a pay mix that is heavily performance-based | | Provide single-trigger change in control agreements or excise tax gross ups | | | Actively engage with stockholders | | Grant options below market value, extend original option term, reprice, reload or exchange underwater options without stockholder approval | | | Align executive compensation outcomes with Company and individual performance | | | | | Annually assess peer group composition and competitive compensation practices | | Permit hedging or pledging of the Company’s securities | | | | | Liberal share counting | | | Seek annual stockholder advisory approval of executive compensation | | | | | Maintain strong stock ownership requirements of six times base salary for the CEO and three times base salary for the other executive officers | | Guaranteed annual salary increases or bonuses | | | | | Provide minimum payouts under the LTI Plan | | | Conduct an annual executive talent review and discussion on succession planning | | Provide uncapped short-and long-term incentive payouts | | | | | Excessive perks | | | Maintain a robust compensation clawback policy covering both cash and equity | | | | | Review executive compensation statements (“tally sheets”) | | | | | Conduct annual compensation risk assessments | | |

  75. LTI

    | 40 | |

  76. Components of Executive Compensation and Benefits

    | Pay Component | | Role | Determination Factors | | Salary | | Fixed cash compensation that provides a reliable source of income. | • Competitive positioning against benchmark data for similar roles, individual performance, experience, and potential. | | Short-Term Incentive Program | | Cash incentive compensation that ties to annual achievement of financial and operational goals as well as individual performance. Range: 0%—200% | Annual Achievement | | | | | • Corporate Adjusted EPS (50%) • Segment Organic Revenue (20%) • Segment Operating EBITDA (15%) • Segment Adjusted Free Cash Flow (15%) • Sustainability (Modifier) | | Long-Term Incentives | | | | | | | A combination of vehicles delivering long-term equity-based compensation that enhances retention, increases stock ownership and aligns interests of executives and stockholders. | | | | Performance Share Units (60%) | Rewards executives for achieving multi-year financial priorities. Granted at the beginning of a three-year performance period with units earned based on performance achievement over the three-year period. | Three-year performance period | | | | | • Adjusted ROIC (50%) • Adjusted Corporate Net Income (50%) • Relative TSR (Modifier) | | | | Range: 0%—200% | | | | Restricted Stock Units (40%) | Supports executive retention and stock ownership. | Three-year incremental vesting | | | | | • Stock price | | Benefits and Perquisites | | | | | | | Minimal perquisites are provided where reasonable to attract key executive talent. Competitive benefit programs offered to support the health and well-being of employees and their families. Executives are offered the same programs as other salaried employees. | • Competitive market practice for similar roles. |

  77. Components of Executive Compensation and Benefits

    2023 NEO Target Total Direct Compensation Summary At the beginning of 2023, the Committee evaluated target total direct compensation – consisting of base salary, target short-term incentive opportunity and target long-term incentive award value for each NEO. As part of this annual evaluation, the Committee considered the NEO’s scope of responsibility, experience, performance, results and potential. The Committee also considered the need to retain talent, business conditions, and the competitive compensation levels for comparable positions benchmarked against the Company’s peer group and general industry information. In anticipation of a challenging year, NEOs did not receive any compensation increases in 2023.

  78. Components of Executive Compensation and Benefits

    | Name | 2023 Base Salary ($) | 2023 Target Short-Term Incentive ($) | 2023 Target Long-Term Incentive ($) | Target Total Direct Compensation ($) | | Edward D. Breen | 1,000,000 | 1,500,000 | 12,500,000 | 15,000,000 | | Lori D. Koch | 750,000 | 750,000 | 3,000,000 | 4,500,000 | | Erik T. Hoover | 625,000 | 625,000 | 1,500,000 | 2,750,000 | | Jon Kemp | 650,000 | 650,000 | 1,750,000 | 3,050,000 | | Leland Weaver | 550,000 | 550,000 | 1,500,000 | 2,600,000 | | Raj Ratnakar | 600,000 | 600,000 | 1,250,000 | 2,450,000 |

  79. 2023 Average Target Compensation for Other Active NEOs

    Short-Term Incentive Compensation The STIP is designed to reward executives for the achievement of annual financial and operational performance goals and is a key component of our overall compensation program. Each year the Committee reviews the target short-term incentive award opportunities (which are expressed as a percentage of annual base salary) for NEOs as part of its annual executive compensation review. No NEO received a target increase in 2023. Short-term incentive opportunities for the NEOs as of December 31, 2023 are shown in the table below.

  80. 2023 Average Target Compensation for Other Active NEOs

    | Name | 2023 Target STIP (%) | 2023 Target STIP ($) | | Edward D. Breen | 150% | 1,500,000 | | Lori D. Koch | 100% | 750,000 | | Erik T. Hoover | 100% | 625,000 | | Jon Kemp | 100% | 650,000 | | Leland Weaver | 100% | 550,000 | | Raj Ratnakar | 100% | 448,767(a) |

  81. 2023 Average Target Compensation for Other Active NEOs

    | (a) Under the Senior Executive Severance Plan, and is connection with his departure, Mr. Ratnakar was entitled to a prorated STIP for 2023 based on the greater of actual or target performance for time employed in 2023. Value reflects prorated target. |

  82. 2023 Average Target Compensation for Other Active NEOs

    | Design and Metrics The 2023 STIP design was approved by the Committee in February 2023. The design continues to balance rewards between Company and Business Segment priorities with equal weighting for Corporate and total Business Segment metrics as described below. | | | | | Metric | Weighting | | Corporate | Corporate Adjusted EPS | 50% | | | Segment Organic Revenue | 20% | | Business Segment | Segment Operating EBITDA | 15% | | | Segment Adjusted Free Cash Flow | 15% | | Business Segment performance remains a key part of the overall design for Business Segment Presidents to align short-term incentives with the results of their respective businesses. Business Segment performance for Corporate Aligned NEOs is calculated based on the weighted average of the total Business Segment metric results for Electronics & Industrial and Water & Protection. As noted above, taking into consideration that business conditions were expected to remain volatile and uncertain through 2023, the Committee decided to utilize quarterly measurement periods, each with equal weighting, to set targets and measure results for Corporate and Business Segment metrics. The Committee believed this would be the most appropriate approach to respond to changing market conditions throughout 2023, while maintaining a formulaic approach to determining performance results. After approval of the 2023 STIP design and Q1 targets in February 2023, the Committee followed a rigorous process to establish remaining quarter targets before the start of each quarter, maintaining alignment to external commitments and expectations. The Committee also reviewed the alignment of payout opportunities and strong financial results at threshold, target, and maximum performance goal levels for each measure. Based on performance, quarterly payout percentages can be 0% for below threshold performance or can range from 50% for performance at threshold, to 200% for maximum performance. Threshold was considered the level of performance that warranted the minimum payout, and the maximum defined the level of performance considered exceptional. Payout of awards remained annual based on the aggregate quarterly performance results together with the Sustainability Modifier as described below. The maximum payout was capped at 200%. Sustainability: The Sustainability Modifier remained part of the STIP design to ensure continued focus on progress toward our 2030 Sustainability Goals. The Sustainability Modifier maintained alignment to annual progress expectations and achievement as described in further detail under “Sustainability Modifier”. Reallocation: The Committee maintained the ability to reduce payout factors in order to provide funding for increased awards to top performers throughout the Company through a reallocation feature. | | |

  83. 2023 Average Target Compensation for Other Active NEOs

    | Key Metrics For use in determining the 2023 STIP targets and results. 2023 Q3 results excluded the impact of Spectrum Plastic Group which was acquired August 1, 2023: | | | | | Corporate Adjusted EPS* Earnings per common share from continuing operations-diluted, excluding the after-tax impact of significant items, after-tax impact of amortization expense of intangibles and the after-tax impact of non-operating pension / OPEB benefits / charges and future reimbursable indirect costs. | Segment Organic Revenue* Net sales excluding Corporate, adjusted for the change in currency from 2023 budget forecast and the change in portfolio from 2023 budget forecast. | Segment Operating EBITDA* Earnings (“Income (loss) from continuing operations before income taxes”) before interest, depreciation, amortization, non-operating pension/OPEB benefits/charges and foreign exchange gains/losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. | Segment Adjusted Free Cash Flow* Cash provided by/(used for) operating activities from continuing operations less capital expenditures, excluding the impact of cash inflows/outflows that are unusual in nature and/or infrequent in occurrence that neither relate to the ordinary course of our business nor reflect our underlying business liquidity and adjusted to exclude the results of our Corporate & Other. | | * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures. | | | |

  84. 2023 Average Target Compensation for Other Active NEOs

    | Final Payout Factors The Committee approved annual payout factors after year end based on the aggregate quarterly Corporate and Segment performance results, and review of annual progress against Sustainability goals. The Committee reduced payout factors by 1.8% under the reallocation feature. The table below reflects the Final Payout Factors approved by the Committee: |

  85. 2023 Average Target Compensation for Other Active NEOs

    | | Final Payout Factors | | Electronics & Industrial | 36.2% | | Water & Protection | 53.8% | | Corporate Aligned | 45.0% |

  86. Corporate

    | | Metric / Weighting | Q1 | Q2 | Q3(b) | Q4 | Total Payout | Final Payout Factor(c) | | Electronics & Industrial | Corporate Adjusted EPS | 25.5% | 30.9% | 38.1% | 0.0% | | | | | Segment Organic Revenue | 0.0% | 15.3% | 10.0% | 0.0% | | | | | Segment Operating EBITDA | 0.0% | 7.5% | 8.7% | 0.0% | | | | | Segment Adjusted Free Cash Flow | 0.0% | 0.0% | 15.9% | 0.0% | | | | | Quarterly Result | 25.5% | 53.7% | 72.8% | 0.0% | | | | | 25% Weighted Result | 6.4% | 13.4% | 18.2% | 0.0% | 38.0% | 36.2% | | Water & Protection | Corporate Adjusted EPS | 25.5% | 30.9% | 38.1% | 0.0% | | | | | Segment Organic Revenue | 12.6% | 16.1% | 10.4% | 0.0% | | | | | Segment Operating EBITDA | 9.9% | 14.7% | 11.0% | 0.0% | | | | | Segment Adjusted Free Cash Flow | 30.0% | 7.5% | 15.6% | 0.0% | | | | | Quarterly Result | 78.0% | 69.2% | 75.0% | 0.0% | | | | | 25% Weighted Result | 19.5% | 17.3% | 18.8% | 0.0% | 55.6% | 53.8% | | Corporate Aligned(a) | Corporate Adjusted EPS | 25.5% | 30.9% | 38.1% | 0.0% | | | | | Segment Weighted Average | 26.3% | 30.5% | 35.8% | 0.0% | | | | | Quarterly Result | 51.8% | 61.4% | 73.9% | 0.0% | | | | | 25% Weighted Result | 12.9% | 15.4% | 18.5% | 0.0% | 46.8% | 45.0% |

  87. Corporate

    | (c) Final Payout Factor takes into account the 1.8% reduction approved by the Committee to fund payouts for top performers under the reallocation feature. |

  88. Individual Performance Factor

    | Name | Year End Base Salary ($) | STIP Target Percent | STIP Target Amount ($) | Payout Factor | Individual Performance Factor | Total STIP Payout Amount ($) | | Edward D. Breen | 1,000,000 | 150% | 1,500,000 | 45.0% | 100% | 675,000 | | Lori D. Koch | 750,000 | 100% | 750,000 | 45.0% | 100% | 337,500 | | Erik T. Hoover | 625,000 | 100% | 625,000 | 45.0% | 100% | 281,250 | | Jon Kemp | 650,000 | 100% | 650,000 | 36.2% | 100% | 235,300 | | Leland Weaver | 550,000 | 100% | 550,000 | 53.8% | 100% | 295,900 | | Raj Ratnakar | — | — | 448,767 | —(a) | — | 448,767 |

  89. Individual Performance Factor

    | (a) As noted above, in connection with his departure under the Senior Executive Severance Plan, Mr. Ratnakar was entitled to a prorated STIP for 2023 based on the greater of actual or target performance for time employed in 2023. Value reflects prorated target value. |

  90. Individual Performance Factor

    Long-Term Incentive Compensation The Committee views long-term compensation as a critical executive compensation program element that emphasizes long-term performance, enhances retention and aligns executives’ interests with those of stockholders. Long-term incentives represent a sizable portion of an executives’ overall compensation package. In determining the annual LTI award opportunities for executive officers, the Committee reviews each executive officer’s scope of responsibility, market competitiveness, performance, impact on results and expected future contributions to the business. Performance based awards formed a majority of the 2023 LTI award for each executive officer with 60% of the grant value awarded as PSUs, and 40% as RSUs. Beginning in 2023, the Committee decided to remove Stock Options and replace the percentage previously delivered in the form of Stock Options with RSUs which have a greater retention impact during negative market conditions. No NEO received an increase in Total Target Grant Value in 2023. The table below details the 2023 LTI awards to NEOs.

  91. Individual Performance Factor

    | Name | RSU Grant Value ($)(a) | PSU Grant Value ($)(a)(b) | Total Target Grant Value ($)(a) | | Edward D. Breen | 5,000,000 | 7,500,000 | 12,500,000 | | Lori D. Koch | 1,200,000 | 1,800,000 | 3,000,000 | | Erik T. Hoover | 600,000 | 900,000 | 1,500,000 | | Jon Kemp | 700,000 | 1,050,000 | 1,750,000 | | Leland Weaver | 600,000 | 900,000 | 1,500,000 | | Raj Ratnakar | 500,000 | 750,000 | 1,250,000 |

  92. Individual Performance Factor

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

  93. Individual Performance Factor

    | (b) Actual values shown in the Grants of Plan Based Awards table will vary due to the fair market value being calculated using a Monte Carlo simulation value. |

  94. Individual Performance Factor

    | Key Metrics The following definitions apply to both the 2021 and 2023 PSU Awards. For an explanation of adjustments due to Significant Items, see “Adjustments” below: | | | | Adjusted Corporate Net Income* Net (loss) income from continuing operations available for DuPont common stockholders excluding after-tax significant items, after-tax impact of amortization expense associated with intangibles** and the after-tax impact of non-operating pension/other post-employment benefits/(“OPEB”)/charges and the after-tax impact of future reimbursable indirect costs. The Biomaterials, Clean Technologies and Solamet businesses are excluded from the 2021 PSU Award results. See “2021 PSU Award Results”. | Adjusted ROIC*** Adjusted Net Operating Profit After Tax (“NOPAT”), (defined as Income from continuing operations after taxes, excluding after-tax significant items, after-tax amortization expense and after-tax interest expense and amortization of debt discount and after-tax Future reimbursable indirect costs)/(Debt + Equity – Goodwill – Intangibles – Restricted Cash). The Biomaterials, Clean Technologies and Solamet businesses are excluded from the 2021 PSU Award results. | Total Shareholder Return (TSR) Total return on a company’s common stock to an investor defined as the adjusted close price at the end of the performance period divided by the adjusted close price at the beginning of the performance period. Adjusted close price incorporates re-invested dividends, stock splits and new offerings. Beginning close price is based on average closing price over 20 trading days immediately prior to the first day of the performance period. Ending close price is based on average closing price over the last 20 trading days of the performance period. | | * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures ** The 2021 award only included intangibles acquired as part of the DWDP merger until such time as the definition was amended in 2022, see “Adjustments.” *** Return on Invested Capital (ROIC) is not a defined GAAP measure and therefore Adjusted ROIC is excluded from Appendix A. ROIC and Adjusted ROIC should not be considered a substitute for other measures prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. | | |

  95. 2023 PSU Awards

    2023 PSU Awards PSU awards are designed to align executive compensation and decision making with Company performance over the long term. The 2023 PSU metrics remain the same as in the three prior years. The 2023 PSUs are earned and vest based on the achievement of Adjusted ROIC and Adjusted Corporate Net Income goals, weighted equally at 50%. Relative TSR is used as a modifier to increase or reduce the award by up to 25% and promote alignment with stockholder interests. Relative TSR is measured at the end of the three-year period against the S&P 500.

  96. 2023 PSU Awards

    | Performance Metrics | Weighting | Measurement | Period | | Adjusted ROIC | 50% | • Average over period | January 1, 2023 – December 31, 2025 | | Adjusted Corporate Net Income | 50% | • Performance is measured in three discrete periods. | January 1, 2023 – December 31, 2023 January 1, 2024 – December 31, 2024 January 1, 2025 – December 31, 2025 | | | | • A target growth rate for each year is established at the start of the three-year performance period. Targets for the 2nd and 3rd periods are determined using the prior period actual performance and the established growth rate. | | | Relative TSR | Modifier | • Point-to-point against S&P 500 | January 1, 2023 – December 31, 2025 |

  97. 2023 PSU Awards

    | Relative TSR Ranking | Applied Modifier | | <25 percentile against S&P 500 | 0.75 | | 25-75 percentiles against S&P 500 | 1.00 | | >75 percentile against S&P 500 | 1.25 |

  98. 2023 PSU Awards

    The initial payout range of the PSUs is 0% to 200% depending on achievement versus Adjusted ROIC and Adjusted Corporate Net Income. The payout is then subject to a modification based on Relative TSR. The maximum payout is capped at 200%. We believe that disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. Performance targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs.

  99. 2021 PSU Award Performance Results

    2021 PSU Award Performance Results In March 2021, we issued the 2021 PSU award. The 2021 PSU award included performance goals based on Adjusted ROIC and Adjusted Corporate Net Income, each weighted at 50%, as well as a Relative TSR modifier based on Company TSR performance relative to the S&P 500. Performance under the 2021 PSU award is assessed over a three-year period which ended on December 31, 2023. Targets for the 2021 PSU were originally approved in March 2021, subject to potential adjustment for events, such as M&A activity, which may impact performance in a manner inconsistent with the intended application of the performance metrics. After a review of the results and adjustments detailed below, the Committee approved the following payout factor for the 2021 PSU award:

  100. 2021 PSU Award Performance Results

    | Adjusted ROIC | | Adjusted Corporate Net Income | | TSR | | Payout Factor | | 65.18% | | 55.66% | | 1 | | 120.84% |

  101. 2021 PSU Award Performance Results

    | 50 | |

  102. Adjustments

    Adjustments As part of our on-going strategy to optimize our portfolio of businesses, we completed several significant acquisitions and divestitures since the performance targets for the 2021 PSU award were originally approved, including the acquisition of Laird Performance Materials, the M&M Divestitures, and the acquisition of Spectrum. In addition, following the announcement of the M&M Divestitures, the financial results of the related businesses were reclassified as discontinued operations for all periods presented in our financial statements (the “M&M Reclassification”). These portfolio actions and the related impact on our financial results from continuing operations have had a material impact on our ability to fairly assess performance relative to the original performance goals for the 2021 PSU award. The Committee reviewed the impact of events at the end of the performance period to determine if adjustments were needed to appropriately align results to performance. The Committee practices a disciplined approach to adjustments including removal of both positive and negative impacts of events aimed at neutralizing the effect on performance results. After careful consideration, the Committee approved the adjustments described below over the course of the performance period. The approved Adjusted ROIC target was to be measured as the average ROIC over the three-year performance period. The three-year performance period was bifurcated into two discrete periods, as a result of the M&M Reclassification in 2022. Period 1 covered the year 2021 and was weighted at 16.67% while period 2 covered 2022 through 2023 and was weighted at 33.33%. Although we adjusted the performance period, we retained the original 100 bps annual improvement goal. Adjustments to the target basis for each period are described below.

  103. Adjustments

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

  104. Adjustments

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

  105. Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Weighting | Weighted Payout | | 2021 | 21.35% | 22.10% | 23.60% | 23.40% | 186.67% | 16.67% | 31.11% | | 2022-2023 | 22.58% | 23.70% | 25.95% | 23.75% | 102.22% | 33.33% | 34.07% | | | | | | Weighted Payout % | | | 65.18% |

  106. Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Average Annual Payout | | 2021 | 1,420 | 1,775 | 2,130 | 2,072 | 183.66% | 111.32% | | 2022 | 1,419 | 1,774 | 2,129 | 1,661 | 84.08% | | | 2023 | 1,422 | 1,777 | 2,133 | 1,537 | 66.20% | | | | | | | Weighted Payout % | | 55.66% |

  107. Adjustments

    | Named Executive Officer | Target PSUs Granted (#) | Payout% | PSUs Earned (#) | | Edward D. Breen | 90,436 | 120.84% | 109,282 | | Lori D. Koch | 24,665 | 120.84% | 29,805 | | Erik T. Hoover | 9,866 | 120.84% | 11,922 | | Jon Kemp | 22,609 | 120.84% | 27,320 | | Leland Weaver | 10,226 | 120.84% | 12,357 | | Raj Ratnakar | 5,756 | 120.84% | 5,988(a) |

  108. Adjustments

    | (a) Per the Terms and Conditions of the award, Mr. Ratnakar was entitled to a prorated award payout. Earned units reflects prorated target. |

  109. The Compensation Process

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

  110. The Compensation Process

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

  111. The Compensation Process

    FW Cook has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the Committee has determined that the compensation consultant’s work has not raised any conflicts of interest. The Committee has considered factors relevant to FW Cook’s independence from management under SEC rules and has determined that FW Cook is independent from management. Peer Group and Benchmarking The Committee utilizes a peer group when making compensation decisions for the executive officers. The Committee reviews the peer group annually. During the peer group determination and evaluation process, the following criteria was reviewed:

  112. The Compensation Process

    The table below reflects the companies that comprise the peer group that was used for market comparisons, benchmarking and setting executive compensation for 2023.

  113. Other Considerations

    Other Considerations Stock Ownership Guidelines We require our executive officers to accumulate and hold shares of DuPont common stock with a value equal to a specified multiple of base pay. For purposes of meeting the stock ownership guidelines, direct ownership of shares, unvested RSUs, and stock units owned via qualified and non-qualified employee plans are included in actual ownership totals. Stock Options and PSUs are not included in determining whether an executive has achieved the ownership levels. Our stock ownership guidelines include a retention ratio requirement. Under the policy, until the required ownership is reached, executives are required to retain 75% of net shares acquired upon any future vesting of stock units or exercise of stock options, after deducting shares used to pay applicable taxes and/or exercise price. The multiples for specific executive levels are shown below. As of December 31, 2023, each NEO either met or exceeded their ownership goal or was within the five-year period allowed to meet the guidelines.

  114. Other Considerations

    Compensation and Risk Management The Committee periodically reviews our compensation policies and practices and has determined that the incentive compensation programs do not create risks that are reasonably likely to have a material adverse effect on us. In conducting the review in 2023, the Committee reviewed an inventory of Company incentive compensation plans and policies. The evaluation covered a wide range of practices, including: the balanced mix between pay elements, the balanced mix between short-term and long-term programs, caps on incentive payouts, governance controls in place to establish, review and approve goals, use of multiple performance measures, discretion on individual awards, use of stock ownership guidelines, provisions in severance/change in control policies, use of a clawback policy, and Committee oversight of compensation programs. Tax and Accounting Considerations In designing and evaluating compensation programs, the Committee considers the tax and accounting implications of its decisions among other factors. For instance, Section 162(m) of the IRC generally limits to $1 million the annual federal income tax deduction that the Company may claim in respect to certain current and former employees. While the Committee considers the extent to which compensation is deductible, the Committee focuses primarily on factors that provide incentives for the achievement of business objectives. Accordingly, the Committee retains the flexibility and discretion to structure compensation appropriate, whether or not deductible. Likewise, the Committee may consider the impact of accounting rules, including the way in which compensation is expensed, but the Committee retains the flexibility and discretion to structure compensation appropriately without regard to its accounting treatment.

  115. Compensation Tables and Narratives

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | | Edward D. Breen | 2023 | 1,000,000 | 5,000,000 | 12,830,188 | — | 675,000 | — | 349,783 | 19,854,971 | | Chief Executive Officer | 2022 | 1,000,000 | 10,000,000 | 10,652,681 | 2,500,006 | 958,500 | — | 473,110 | 25,584,297 | | | 2021 | 1,000,000 | — | 9,274,863 | 2,200,006 | 2,269,500 | — | 362,617 | 15,106,986 | | Lori D. Koch | 2023 | 750,000 | — | 3,079,297 | — | 337,500 | 3,606 | 130,016 | 4,300,419 | | Chief Financial Officer | 2022 | 741,667 | — | 2,556,721 | 600,001 | 479,250 | — | 162,069 | 4,539,708 | | | 2021 | 700,000 | — | 2,529,585 | 600,000 | 1,059,100 | — | 148,389 | 5,037,074 | | Erik T. Hoover | 2023 | 625,000 | — | 1,539,714 | — | 281,250 | — | 97,585 | 2,543,549 | | Senior Vice President, General Counsel | 2022 | 616,667 | — | 1,278,439 | 300,009 | 459,281 | — | 165,637 | 2,820,033 | | | 2021 | 566,667 | — | 1,011,848 | 240,010 | 1,130,968 | — | 95,062 | 3,044,555 | | Jon Kemp | 2023 | 650,000 | — | 1,796,278 | — | 235,300 | 18,328 | 109,945 | 2,809,851 | | President, Electronics and Industrial | 2022 | 641,667 | — | 1,491,419 | 350,011 | 466,050 | — | 153,488 | 3,102,635 | | | 2021 | 600,000 | — | 4,318,817 | 550,002 | 958,200 | — | 101,300 | 6,528,319 | | Leland Weaver | 2023 | 550,000 | — | 1,539,714 | — | 295,900 | 1,943 | 95,009 | 2,482,566 | | President, Water and Protection | 2022 | 550,000 | — | 1,278,439 | 300,009 | 396,880 | — | 116,432 | 2,641,760 | | Raj Ratnakar | 2023 | 448,269 | — | 1,283,083 | — | 448,767 | — | 1,885,006 | 4,065,125 | | Former Senior Vice President Chief Strategy Officer | | | | | | | | | |

  116. Compensation Tables and Narratives

    | (2) Mr. Ratnakar’s post-employment payment value reflects his severance as described in “Potential Payments Upon Termination” below. |

  117. Grants of Plan-Based Awards

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

  118. Grants of Plan-Based Awards

    | Name | Grant Date(a) | Date of Action by the Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(b) | Grant Date Fair Value of Stock Awards ($)(c) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward D. Breen | 2/14/2023 | 2/14/2023 | | 1,500,000 | 3,000,000 | | | | | | | | 5/4/2023 | 5/4/2023 | | | | | | | 78,052 | 5,000,011 | | | 5/4/2023 | 5/4/2023 | | | | 58,539 | 117,078 | 234,156 | | 7,830,177 | | Lori D. Koch | 2/13/2023 | 2/13/2023 | | 750,000 | 1,500,000 | | | | | | | | 5/4/2023 | 5/4/2023 | | | | | | | 18,733 | 1,200,036 | | | 5/4/2023 | 5/4/2023 | | | | 14,050 | 28,099 | 56,198 | | 1,879,261 | | Erik T. Hoover | 2/13/2023 | 2/13/2023 | | 625,000 | 1,250,000 | | | | | | | | 5/4/2023 | 5/4/2023 | | | | | | | 9,367 | 600,050 | | | 5/4/2023 | 5/4/2023 | | | | 7,025 | 14,050 | 28,100 | | 939,664 | | Jon Kemp | 2/13/2023 | 2/13/2023 | | 650,000 | 1,300,000 | | | | | | | | 5/4/2023 | 5/4/2023 | | | | | | | 10,928 | 700,048 | | | 5/4/2023 | 5/4/2023 | | | | 8,196 | 16,391 | 32,782 | | 1,096,230 | | Leland Weaver | 2/13/2023 | 2/13/2023 | | 550,000 | 1,100,000 | | | | | | | | 5/4/2023 | 5/4/2023 | | | | | | | 9,367 | 600,050 | | | 5/4/2023 | 5/4/2023 | | | | 7,025 | 14,050 | 28,100 | | 939,664 | | Raj Ratnakar | 2/13/2023 | 2/13/2023 | | 600,000 | 1,200,000 | | | | | | | | 5/4/2023 | 5/4/2023 | | | | | | | 7,806 | 500,052 | | | 5/4/2023 | 5/4/2023 | | | | 5,854 | 11,708 | 23,416 | | 783,031 |

  119. Grants of Plan-Based Awards

    | (a) Aligned with the Committee’s decision to move to quarterly measurement periods for the STIP, the Committee decided to delay the annual grant in 2023 to May to allow more time to set targets for 2023 PSU awards. |

  120. Grants of Plan-Based Awards

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

  121. Grants of Plan-Based Awards

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

  122. Grants of Plan-Based Awards

    | 2024 Proxy Statement | 59 |

  123. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2023. The table includes outstanding equity grants from past years as well as the current year including awards denominated in Dow or Corteva common stock as a result of the spin-off of those companies in 2019.

  124. Outstanding Equity Awards

    | | | | Option Awards | | | | Stock Awards | | | | | | Grant Date | Stock Ticker | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | Edward D. Breen | 05/13/2015 | DD | | | | | 1,006 | 77,391 | | | | | 06/05/2015 | DD | | | | | 154 | 11,876 | | | | | 02/02/2017 | DD | 113,955 | — | 85.81 | 02/01/2027 | | | | | | | 11/06/2017 | DD | 35,890 | — | 101.44 | 11/05/2027 | | | | | | | 02/15/2018 | DD | 273,825 | — | 103.76 | 02/14/2028 | | | | | | | 08/03/2020 | DD | 226,245 | — | 53.50 | 08/02/2030 | | | | | | | 03/02/2021 | DD | 86,682 | 43,342 | 72.98 | 03/01/2031 | 10,249 | 788,482 | | | | | 02/23/2022 | DD | 47,865 | 95,731 | 75.05 | 02/22/2032 | 22,226 | 1,709,821 | 99,934 | 7,687,923 | | | 05/04/2023 | DD | | | | | 75,876 | 5,837,174 | 117,078 | 9,006,811 | | | 05/13/2015 | CTVA | | | | | 977 | 46,835 | | | | | 06/05/2015 | CTVA | | | | | 150 | 7,187 | | | | | 11/06/2017 | CTVA | 35,890 | — | 41.00 | 11/05/2027 | | | | | | | 02/15/2018 | CTVA | 273,825 | — | 41.94 | 02/14/2028 | | | | | | | 05/13/2015 | DOW | | | | | 1,188 | 65,151 | | | | | 06/05/2015 | DOW | | | | | 182 | 9,998 | | | | | 02/02/2017 | DOW | 113,955 | — | 60.19 | 02/01/2027 | | | | | | | 11/06/2017 | DOW | 35,890 | — | 71.15 | 11/05/2027 | | | | | | | 02/15/2018 | DOW | 273,825 | — | 72.78 | 02/14/2028 | | | | | | Lori D. Koch | 02/03/2016 | DD | 3,810 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 2,932 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 1,240 | — | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 25,317 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 56,562 | — | 53.50 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 23,640 | 11,821 | 72.98 | 03/01/2031 | 2,911 | 223,951 | | | | | 02/23/2022 | DD | 11,487 | 22,976 | 75.05 | 02/22/2032 | 5,553 | 427,181 | 23,985 | 1,845,166 | | | 05/04/2023 | DD | | | | | 19,014 | 1,462,722 | 28,099 | 2,161,656 | | | 02/15/2018 | DOW | 1,240 | — | 72.78 | 02/14/2028 | | | | |

  125. Outstanding Equity Awards

    | 60 | |

  126. Outstanding Equity Awards

    | | | | Option Awards | | | | Stock Awards | | | | | | Grant Date | Stock Ticker | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | Erik T. Hoover | 02/03/2016 | DD | 2,539 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 5,332 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 8,624 | — | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 23,756 | — | 53.50 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 9,456 | 4,729 | 72.98 | 03/01/2031 | 1,165 | 89,643 | | | | | 02/23/2022 | DD | 5,744 | 11,488 | 75.05 | 02/22/2032 | 2,777 | 213,669 | 11,993 | 922,621 | | | 05/04/2023 | DD | | | | | 9,507 | 731,400 | 14,050 | 1,080,867 | | | 02/15/2018 | CTVA | 8,624 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 8,624 | — | 72.78 | 02/14/2028 | | | | | | Jon Kemp | 02/03/2016 | DD | 7,066 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 9,597 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 12,128 | — | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 50,633 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 39,593 | — | 53.50 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 21,670 | 10,836 | 72.98 | 03/01/2031 | 2,670 | 205,405 | | | | | 09/01/2021 | DD | | | | | 28,483 | 2,191,202 | | | | | 02/23/2022 | DD | 6,701 | 13,403 | 75.05 | 02/22/2032 | 3,241 | 249,306 | 13,991 | 1,076,328 | | | 05/04/2023 | DD | | | | | 11,092 | 853,287 | 16,391 | 1,260,960 | | | 02/15/2018 | DOW | 12,128 | — | 72.78 | 02/14/2028 | | | | | | Leland Weaver | 02/03/2016 | DD | 2,815 | — | 66.21 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 3,866 | — | 85.81 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 1,293 | — | 103.76 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 8,439 | — | 66.06 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 2,602 | — | 53.50 | 02/18/2030 | | | | | | | 02/11/2021 | DD | | | | | 2,486 | 191,219 | | | | | 03/02/2021 | DD | 1,970 | 986 | 72.98 | 03/01/2031 | 243 | 18,702 | | | | | 09/01/2021 | DD | 9,170 | 4,586 | 73.44 | 08/31/2031 | 958 | 73,683 | | | | | 02/23/2022 | DD | 5,744 | 11,488 | 75.05 | 02/22/2032 | 2,777 | 213,669 | 11,993 | 922,621 | | | 05/04/2023 | DD | | | | | 9,507 | 731,400 | 14,050 | 1,080,867 | | | 02/15/2018 | CTVA | 1,293 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 1,293 | — | 72.78 | 02/14/2028 | | | | | | Raj Ratnakar | 05/01/2019 | DD | 121,128 | — | 80.29 | 09/30/2024 | | | | | | | 03/02/2021 | DD | 8,275 | — | 72.98 | 09/30/2024 | | | | | | | 02/23/2022 | DD | 14,360 | — | 75.05 | 09/30/2024 | | | 5,552 | 427,115 | | | 05/04/2023 | DD | | | | | | | 1,626 | 125,088 |

  127. Outstanding Equity Awards

    | (a) Stock Option award grants vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. |

  128. Outstanding Equity Awards

    | 2024 Proxy Statement | 61 |

  129. Outstanding Equity Awards

    | (b) RSU award grants vest in three equal installments on the first, second, and third anniversaries of the grant date shown in the table. Awards granted to Mr. Breen in 2015 in his capacity as a non-employee director (prior to his being named CEO of EID) must be held until his retirement from service on the Board. Awards granted in September 2021 to Mr. Kemp vest on September 1, 2024. |

  130. Outstanding Equity Awards

    | (c) Market values based on the December 29, 2023 (the last trading day of 2023) close stock price of $76.93 per share of DuPont common stock, $47.92 per share of Corteva common stock, and $54.84 per share of Dow common stock. |

  131. Outstanding Equity Awards

    | (d) PSUs granted February 23, 2022 and May 4, 2023 are shown at the target level of performance. The total actual number of shares to be delivered will be determined at the end of the performance period. |

  132. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received from stock option exercises and stock grants vested during 2023.

  133. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Edward D. Breen | 113,955(b) | 3,175,403 | 182,191 | 19,332,603 | | Lori D. Koch | — | — | 45,887 | 3,470,202 | | Erik T. Hoover | — | — | 19,433 | 1,469,115 | | Jon Kemp | — | — | 32,416 | 2,451,322 | | Leland Weaver | — | — | 5,587 | 419,370 | | Raj Ratnakar | 66,471 | 909,033 | 23,953 | 1,803,431 |

  134. Option Exercises and Stock Vested

    | (a) Reflects delivery of shares from the 2020 Performance Share Unit grant, which vested on December 31, 2022 and was paid out in February 2023 and the 2020, 2021, and 2022 Annual Restricted Stock Unit grants. In addition, Mr. Breen had shares delivered for the payment of FICA and Medicare taxes on outstanding awards related to his eligibility for award treatment under 55/10. |

  135. Option Exercises and Stock Vested

    | (b) Reflects the exercise of options to acquire shares of Corteva common stock during 2023. |

  136. Base Salary, Short-Term Incentive and Other Benefits – Retirement, Death, or Disability

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

  137. Base Salary, Short-Term Incentive and Other Benefits – Retirement, Death, or Disability

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

  138. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information is provided about the relationship of the annual total compensation of the Company’s employees (other than the CEO) and the annual total compensation for the CEO, Edward D. Breen. For 2023:

  139. CEO Pay Ratio

    | • | The annual total compensation for the median employee was $93,601, determined in the same manner used to calculate Total compensation for purposes of the Summary Compensation Table, and |

  140. CEO Pay Ratio

    | • | The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $19,854,971. |

  141. CEO Pay Ratio

    Based upon the calculation of compensation for both the CEO and the median employee, the estimated ratio of CEO pay to median employee pay for 2023 was 212:1. The annual total compensation of the CEO for 2023 includes the retention payment Mr. Breen became entitled to in 2023 in connection with his 2020 Agreement. If we were to exclude the retention payment, the CEO annual total compensation would have been $14,854,971 and the resulting CEO pay ratio would have been 159:1. The pay ratios presented above are a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio may not be comparable to the pay ratio reported by other companies. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing the pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2022 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2023. As a result, we used the same median employee for the 2023 CEO pay ratio as we did for the 2022 CEO pay ratio. This excludes approximately 2,250 employees who joined DuPont through the acquisition of Spectrum on August 1, 2023. The median employee was identified in 2022 from the population of all employees worldwide as of November 2, 2022 utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2022 for hourly workers, and upon salary levels for the remaining employees. The Company used a valid statistical sampling methodology to identify employees who the Company expected to be paid within a 5% range of the median. The Company selected an employee from that group as the median employee for purposes of preparing the ratio of CEO pay to median employee pay and that same employee was selected for the 2023 CEO pay ratio disclosure.

  142. CEO Pay Ratio

    | 2024 Proxy Statement | 69 |

  143. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following information is provided regarding the relationship between the “compensation actually paid” (“CAP”) to the NEOs during the preceding four fiscal years, and our TSR and Net Income and also Adjusted EPS, which in our assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the first table below) used by us to link the CAP of the NEOs for 2023 to our performance. While Adjusted EPS was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short and long-term objectives aligned with our strategy and shareholder interests as further described in our CD&A above.

  144. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First PEO ($) | Summary Compensation Table Total for Second PEO (a) ($) | Compensation Actually Paid to First PEO ($) | Compensation Actually Paid to Second PEO (a) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (b) ($) | Average Compensation Actually Paid to Non-PEO NEOs (a),(b) ($) | Total Shareholder Return ($) | Peer Group (c) Total Shareholder Return ($) | Net Income (in Millions) ($) | Adjusted EPS (d) ($) | | 2023 | 19,854,971 | N/A | 24,510,953 | N/A | 3,240,502 | 3,724,388 | 129 | 150 | 423 | 3.48 | | 2022 | 25,584,297 | N/A | 19,098,666 | N/A | 3,276,034 | 2,296,364 | 113 | 127 | 5,868 | 3.41 | | 2021 | 15,106,986 | N/A | 19,419,485 | N/A | 5,938,960 | 5,015,787 | 131 | 135 | 6,467 | 4.30 | | 2020 | 12,869,436 | 6,486,756 | 19,465,111 | 2,976,773 | 3,176,294 | 4,049,333 | 113 | 111 | (2,951) | 3.37 |

  145. Pay Versus Performance

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

  146. Pay Versus Performance

    First PEO SCT Total to CAP Reconciliation:

  147. Pay Versus Performance

    | | | Deductions from SCT Total | | Additions to SCT Total | | | | Year | SCT Total ($) | Stock Award and Option Awards (1) ($) | Change in Pension Value ($) | Equity Value (2) ($) | Pension Value (2) ($) | CAP ($) | | 2023 | 19,854,971 | -12,830,188 | 0 | +17,486,170 | +0 | 24,510,953 |

  148. Non-PEO

    -PEO Equity Aw

  149. Non-PEO

    d Adjustments (all amounts shown as averages for Non-PEO NEOs): | Year | Year End Fair Value of Awards Granted in the Year ($) (a) | Vest Date Fair Value of Awards Granted in the Year ($) (b) | Year over Year Change in Fair Value of Outstanding and Unvested Awards ($) (c) | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) (d) | Prior Year End Fair Value of Awards Failing to Meet Vesting Conditions During the Year ($) (e) | Total Equity Award Adjustments ($) (a) + (b) + (c) + (d) - (e) | | 2

  150. Non-PEO

    3 | 1,991,241 | 117,616 | 203,975 | 102,421 | 78,975 | 2,336,279 | | (b) The First PEO reflected in the tables is Edward D. Breen and the Second PEO reflected in the tables is C. Marc Doyle. The Non-PEO NEOs included in the average calculations has changed annually; the following table indicat

  151. Non-PEO

    the Non-PEO NEOs included in the average for the indicated year: | | Year | Jean Marie Desmond | Lori Koch | Matthias Heinzel (1) | Randy Stone | Rose Lee | Jon Kemp | Erik Hoover | Leland Weaver | Raj Ratnakar | | 2023 | — | NEO | — | — | — | NEO | NEO | NEO | Former NEO | | 2022 | — | NEO | — | — | — | NEO | NEO | NEO | — | | 2021 | — | NEO | Former NEO | NEO | Former NEO | NEO | NEO |

  152. Non-PEO

    | — | | 2020 | Former NEO | NEO | NEO | NEO | NEO | — | — | — | — | | (1) Mr. Heinzel was a German employee and his salary, bonus and other non-equity related compensation items were paid in Euros. U.S. Dollar amounts in the table with respect to Mr. Heinzel were converted from Euros at a rate of 1.11 Dollars to one Euro for compensation reported in 2020 and a rate of 1.22 Dollars to one Euro for compensation reported in 2021. The exchange rate used was calculated by avera

  153. Non-PEO

    ng exchange rates for each date in December of the reporting year. | | (c) Peer Group reflects the same peer group used for purposes of the performance graph under Regulation S-K Item 201(e)(1)(ii) as set forth in the Company’s Annual Report

  154. Non-PEO

    n Form 10-K for the year ended December 31, 2023 (S&P Industrials). | | (d) This measure has been designated as the “Company-Selected Measure” for 2023, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs in 2022. Adjusted EPS is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EPS to the mos

  155. Non-PEO

    directly comparable U.S. GAAP financial measure, earnings per share. | The three measures listed below, in no particular order, represent the three most important financial performance measures used by DuPont to link the CAP of the NEOs for 2023 to the Company’s performance as further described in our CD&A above within the sections titled “Sh

  156. Future Director Nominees through Proxy Access

    Future Director Nominees through Proxy Access Under the Company’s Bylaws, if you wish to nominate a director through proxy access, you must give advance written notification to the Office of the Corporate Secretary. For the 2025 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 6, 2024, and the close of business on December 6, 2024. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance.