DEF 14A of DuPont de Nemours, Inc., Apr 3, 2025

DEF 14A of DuPont de Nemours, Inc.

Filed Apr 3, 2025 · FY20240001193125-25-071813

Open on EDGAR

  1. STOCKHOLDER MEETING TO BE HELD ON MAY 22, 2025

    | Executive Compensation | 58 | | Compensation Tables and Narratives | 58 | | Summary Compensation Table | 58 | | Grants of Plan-Based Awards | 60 | | Outstanding Equity Awards | 61 | | Option Exercises and Stock Vested | 63 | | Benefits | 63 | | Pension Benefits | 63 | | Supplemental Retirement Plans | 64 | | Non-Qualified Deferred Compensation | 64 | | Non-Qualified Deferred Compensation Programs | 64 | | Other Retirement and Termination Benefits | 65 | | Potential Payments Upon Termination or Change in Control | 67 | | E. Breen Employment Agreement | 68 | | Involuntary Termination or Change in Control Values | 69 | | CEO Pay Ratio | 70 | | Pay Versus Performance | 71 | | Agenda Item 2: Advisory Resolution to Approve Executive Compensation | 76 | | Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 77 | | Audit Committee Report | 79 | | Additional Information | 81 | | Appendix A – Non-GAAP Reconciliation | A-1 |

  2. Director Nominees

    Director Nominees You are being asked to vote on the election of 13 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.

  3. 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 58 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 69 Executive Chairman, DuPont de Nemours, Inc. | | | | | | 1 | | Ruby R. Chandy | | | | | | | | Age 63 Former President, Industrial Division, Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin(a) | | | | | | | | Age 56 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 73 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 58 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson(a) | | | | | | | | Age 67 Former President, The Ohio State University | ● | | | ● | ● | 2 | | Luther C. Kissam IV | | | | | | | | Age 60 Senior Advisor, Bernhard Capital Partners Management, LP | ● | ● | ● | | | 2 | | Lori D. Koch | | | | | | | | Age 50 Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | | | James A. Lico | | | | | | | | Age 59 Chief Executive Officer and President, Fortive Corporation | ● | | | ● | ● | 1 | | Frederick M. Lowery | | | | | | | | Age 54 Executive Vice President and President, Laboratory Products and BioProduction, Thermo Fisher Scientific Inc. | ● | | | CH | ● | | | Kurt B. McMaken | | | | | | | | Age 55 Chief Financial Officer, The Brink’s Company | ● | ● | ● | | | | | Steven M. Sterin(a) | | | | | | | | Age 53 Senior Advisor, McKinsey & Company | ● | CH | | | ● | 1 |

  4. Director Nominees

    | (a) Expected to resign from the DuPont Board of Directors in connection with the Intended Electronics Separation. |

  5. Director Nominees

    | 2025 Proxy Statement | 3 |

  6. Director Nominee Skills Matrix and Other Matters

    Director Nominee Skills Matrix and Other Matters As part of the nominee selection process for the Annual Meeting, the Nomination and Governance Committee reviewed the skills and experience 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 highly qualified Board.

  7. Director Nominee Skills Matrix and Other Matters

    | | | | | | | | | | | | | | | | 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 | 58 | 69 | 63 | 56 | 73 | 58 | 67 | 60 | 50 | 59 | 54 | 55 | 53 | | Year Joined Board | 2019 | 2017 | 2019 | 2019 | 2017 | 2019 | 2022 | 2019 | 2024 | 2024 | 2019 | 2025 | 2019 |

  8. Director Nominee Skills Matrix and Other Matters

    | 2025 Proxy Statement | 17 |

  9. Election of Directors

    Election of Directors

  10. Election of Directors

    | Board Composition The Board currently consists of fourteen members, with Mr. Breen serving as Executive Chairman and Mr. Cutler serving as Lead Director. In March 2025, Deanna M. Mulligan notified the Board of her decision not to stand for re-election at the Annual Meeting. Ms. Mulligan intends to serve on the Board through the date of the Annual Meeting. The authorized number of directors is currently fourteen, and in connection with the election of directors at the Annual Meeting, the authorized number of directors will be reduced to thirteen. In connection with the Intended Electronics Separation, on March 26, 2025, we announced the proposed Board of Directors for the Electronics company following its separation from DuPont. Terrence R. Curtin, Kristina M. Johnson and Steven M. Sterin, each of whom are directors of DuPont standing for re-election at the Annual Meeting, are currently expected to become directors of the planned Electronics company upon completion of the Intended Electronics Separation. We currently expect that each of Ms. Johnson and Messrs. Curtin and Sterin will resign from the DuPont Board of Directors in connection with the Intended Electronics Separation. 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. | |

  11. Election of Directors

    | 2025 Proxy Statement | 21 |

  12. 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 58 Chief Information Officer & Executive Vice President, KeyCorp | ● | ● | | | ● | | | Edward D. Breen | | | | | | | | Age 69 Executive Chairman, DuPont de Nemours, Inc. | | | | | | 1 | | Ruby R. Chandy | | | | | | | | Age 63 Former President, Industrial Division, Pall Corporation | ● | ● | | | CH | 2 | | Terrence R. Curtin(a) | | | | | | | | Age 56 Chief Executive Officer, TE Connectivity | ● | ● | ● | | | 1 | | Alexander M. Cutler | | | | | | | | Age 73 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | | 1 | | Eleuthère I. du Pont | | | | | | | | Age 58 President, Longwood Foundation | ● | ● | ● | | | 1 | | Kristina M. Johnson(a) | | | | | | | | Age 67 Former President, The Ohio State University | ● | | | ● | ● | 2 | | Luther C. Kissam IV | | | | | | | | Age 60 Senior Advisor, Bernhard Capital Partners Management LP | ● | ● | ● | | | 2 | | Lori D. Koch | | | | | | | | Age 50 Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | | | James A. Lico | | | | | | | | Age 59 Chief Executive Officer and President, Fortive Corporation | ● | | | ● | ● | 1 | | Frederick M. Lowery | | | | | | | | Age 54 Executive Vice President and President, Laboratory Products and BioProduction, Thermo Fisher Scientific Inc. | ● | | | CH | ● | | | Kurt B. McMaken | | | | | | | | Age 55 Chief Financial Officer, The Brink’s Company | ● | ● | ● | | | | | Steven M. Sterin(a) | | | | | | | | Age 53 Senior Advisor, McKinsey & Company | ● | CH | | | ● | 1 |

  13. Election of Directors

    | (a) Expected to resign from the DuPont Board of Directors in connection with the Intended Electronics Separation. |

  14. Election of Directors

    | 22 | |

  15. Director Nominees

    Director Nominees Information in the biographies summarizes key qualifications 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.

  16. Director Nominees

    | Age: 58 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 has served as Chief Information Officer (CIO), Executive Vice President at KeyCorp, a bank-based financial services company since 2012. 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. |

  17. Director Nominees

    | Age: 69 Director Since: 2017 Committees: None Other Public Boards: 1 | Edward D. Breen Executive Chairman, DuPont de Nemours, Inc. Mr. Breen has served as the Executive Chairman of the Board of Directors of DuPont since June 1, 2019 and served as Chief Executive Officer from February 17, 2020 to May 31, 2024. 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. |

  18. Director Nominees

    | 2025 Proxy Statement | 23 |

  19. Director Nominees

    | Age: 63 Director Since: 2019 Committees: Audit; Environment, Health, Safety & Sustainability (Chair) Other Public Boards: 2 | Ruby R. Chandy Former President of the Industrial Division, 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. |

  20. Director Nominees

    | Age: 56 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. |

  21. Director Nominees

    | 24 | |

  22. Director Nominees

    | Age: 73 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 Corporation plc 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. |

  23. Director Nominees

    | Age: 58 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 has served on the board of WSFS Financial Corporation since 2013. 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. |

  24. Director Nominees

    | 2025 Proxy Statement | 25 |

  25. Director Nominees

    | Age: 67 Director Since: 2022 Committees: Environment, Health, Safety & Sustainability; People and Compensation Other Public Boards: 2 | 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 and a 2025 recipient of the National Medal of Technology and Innovation. Dr. Johnson has served as as a director of Cisco Systems, Inc. since 2012 and Minerals Technologies Inc. since 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. |

  26. Director Nominees

    | Age: 60 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public Boards: 2 | Luther C. Kissam IV 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 has served as a director of OGE Energy Corp. since 2020 and Advanced Drainage Systems, Inc. since 2024. 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. |

  27. Director Nominees

    | 26 | |

  28. Director Nominees

    | Age: 50 Director Since: 2024 Committees: None Other Public Boards: None | Lori D. Koch Chief Executive Officer, DuPont de Nemours, Inc. Ms. Koch has served as our Chief Executive Officer since June 1, 2024. Prior to that, Ms. Koch served as our Executive Vice President and Chief Financial Officer since February 2020. Ms. Koch previously served as the Company’s Vice President, Investor Relations and Corporate Financial Planning & Analysis since June 2019, Director of Investor Relations of EID from July 2016 to May 2019, Global Finance Director of EID’s Performance Materials business from November 2015 to July 2016, and the Global Finance Manager for various EID businesses from April 2008 to November 2015. Ms. Koch currently serves as a director of Actylis (formerly Aceto Corporation), a leading global virtual manufacturer of life sciences materials and technology. Ms. Koch holds an M.S. in Accounting from Babson College and a B.S. in Finance and International Business from Pennsylvania State University. Skills and Expertise: As the CEO, and former CFO, of the Company, Ms. Koch has broad operating and functional experience with the Company, as well as extensive knowledge in the areas of leadership, global business, corporate finance, risk oversight, mergers and acquisitions, management and corporate governance. |

  29. Director Nominees

    | Age: 59 Director Since: 2024 Committees: Environment, Health, Safety & Sustainability; People and Compensation 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. 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. |

  30. Director Nominees

    | 2025 Proxy Statement | 27 |

  31. Director Nominees

    | Age: 54 Director Since: 2019 Committees: People and Compensation (Chair); Environment, Health, Safety & Sustainability Other Public Boards: None | Frederick M. Lowery Executive Vice President and President, Laboratory Products and BioProduction, Thermo Fisher Scientific Inc. Mr. Lowery has served as Executive Vice President and President, Laboratory Products and BioProduction, of Thermo Fisher Scientific Inc. since April 2024. 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, and Senior Vice President and President, Customer Channels from 2021 to 2024. 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. |

  32. Director Nominees

    | Age: 55 Director Since: 2025 Committees: Audit; Nomination and Governance Other Public Boards: None | Kurt B. McMaken Chief Financial Officer, The Brink’s Company Mr. McMaken has served as Chief Financial Officer of The Brink’s Company, a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services since 2022. Prior to joining Brink’s in 2022, he served in a number of financial and management roles of increasing responsibility at Eaton Corporation plc from 2001 to 2022, most recently as Senior Vice President, Operations Finance and Transformation. Mr. McMaken began his career in the Audit & Business Advisory Services practice at PricewaterhouseCoopers LLP. Mr. McMaken was originally appointed to the Board on February 21, 2025. Mr. McMaken 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. McMaken be appointed to the Board. Skills and Expertise: Mr. McMaken has decades of finance and accounting experience in the management of a global, complex business. |

  33. Director Nominees

    | 28 | |

  34. Director Nominees

    | Age: 53 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 is the co-founder and president of G&S Energy Holdings, LLC, a private company, from its inception in August 2021. Mr. Sterin served as Executive Vice President and Chief Financial Officer of Andeavor from 2014 until the merger of Andeavor with Marathon Petroleum Company in October 2018. He also served as President, Chief Financial Officer and a member of the board of directors for Andeavor Logistics GP, LLC from 2014 to 2018. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer of Celanese Corporation, a global technology and specialty material company. He previously served as Corporate Controller and Principal Accounting Officer of Celanese. Mr. Sterin also spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including director of tax and treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with Price Waterhouse. Mr. Sterin has served on the board of directors of Kosmos Energy since July 2019. Mr. Sterin joined the Specialty Products Advisory Committee in December 2017 and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. Sterin joined the DuPont Board of Directors in June 2019. Skills and Expertise: Mr. Sterin has over 10 years of large public company CFO experience and has led financial functions including investor relations, business planning and analysis, capital markets and treasury, accounting and controlling, customer credit, internal audit, enterprise risk management, and tax. Mr. Sterin also has vast industry experience as well as experience with information technology and cyber security services. |

  35. AGENDA ITEM 1: ELECTION OF DIRECTORS

    AGENDA ITEM 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR all 13 director nominees.

  36. AGENDA ITEM 1: ELECTION OF DIRECTORS

    | 2025 Proxy Statement | 29 |

  37. Director Compensation

    Director Compensation We compare our non-employee director compensation programs, designs and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion & Analysis. We target the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to our non-employee directors in 2024. For a description of compensation paid to Mr. Breen, Executive Chairman, and Ms. Koch, Chief Executive Officer, see the Compensation Discussion & Analysis and Executive Compensation sections in this Proxy Statement. Non-Employee Directors’ Fees The 2024 directors’ fees, as stated below, are paid only to directors who are not our employees. An overview of the 2024 compensation elements for non-employee directors is below.

  38. Director Compensation

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

  39. Director Compensation

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

  40. Director Compensation

    | 30 | |

  41. Director Compensation

    Director Compensation for 2024

  42. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Amy Brady | 130,000 | 170,028 | 300 | 300,328 | | Ruby Chandy | 150,000 | 170,028 | 300 | 320,328 | | Terrence Curtin | 130,000 | 170,028 | 300 | 300,328 | | Alexander M. Cutler | 200,000 | 170,028 | 21,133 | 391,161 | | Eleuthere I. du Pont | 130,000 | 170,028 | 12,467 | 312,495 | | Kristina M. Johnson | 130,000 | 170,028 | 300 | 300,328 | | Luther C. Kissam IV | 130,000 | 170,028 | 300 | 300,328 | | James A. Lico | 63,587 | 250,648 | 200 | 314,435 | | Fred Lowery | 155,000 | 170,028 | 300 | 325,328 | | Raymond J. Milchovich(d) | 32,500 | — | 25 | 32,525 | | Deanna M. Mulligan | 130,000 | 170,028 | 300 | 300,328 | | Steven M. Sterin | 165,000 | 170,028 | 300 | 335,328 |

  43. Director Compensation

    | (a) In addition to the annual retainer, the amount in this column includes Lead Director and Committee chair fees. Directors may elect to defer all or a portion of their cash fees into stock units which must be held until retirement. |

  44. Director Compensation

    | (b) The full grant date fair value of Restricted Stock Units granted on June 5, 2024 is based on $80.62 per share with a total value of $170,028 for all non-employee directors and the full grant date fair value of the common stock awarded to Mr. Lico on June 5, 2024 is based on $80.62 per share for a total value of $80,620, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |

  45. Director Compensation

    | (c) Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2024 for non-employee directors under EID’s discontinued directors’ charitable gift plan. |

  46. Director Compensation

    | (d) Mr. Milchovich passed away on January 30, 2024. |

  47. Director Compensation

    Outstanding equity awards for individual directors are noted below:

  48. Director Compensation

    | Name | Outstanding Stock Awards at December 31, 2024 | | Amy Brady | 15,289 | | Ruby Chandy | 17,113 | | Terrence Curtin | 16,087 | | Alexander M. Cutler | 24,497 | | Eleuthere I. du Pont | 24,497 | | Kristina M. Johnson | 7,452 | | Luther C. Kissam IV | 17,113 | | James A. Lico | 2,129 | | Fred Lowery | 16,087 | | Raymond J. Milchovich(a) | 0 | | Deanna M. Mulligan | 10,022 | | Steven M. Sterin | 17,502 |

  49. Director Compensation

    | (a) Mr. Milchovich passed away on January 30, 2024. |

  50. Director Compensation

    | 2025 Proxy Statement | 31 |

  51. 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. Non-Employee Directors’ Stock Grant In June 2024, all non-employee directors received a grant of 2,109 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 attends their first Board meeting. 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.

  52. Director Compensation

    | 32 | |

  53. Director Compensation

    Equity Compensation Plan Information The tables below show the Equity Compensation Plan Information as of December 31, 2024.

  54. 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 | 5,519,525 | 75.66 | 14,522,084 |

  55. Director Compensation

    | 2025 Proxy Statement | 33 |

  56. 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.

  57. E. Breen (Executive Chairman and Former CEO)

    | • | Mr. Breen’s 2024 LTI Award was granted in February while he still served as the CEO. In advance of the February 2025 LTI award, the Committee, considering his transition to Executive Chairman, recommended to the Board that Mr. Breen’s LTI target be reduced to $5 million (from $12.5 million) resulting in a roughly 50% total target compensation reduction. |

  58. L. Koch (CEO and Former CFO) and A. Franzen (CFO)

    | • | Mses. Koch and Franzen’s compensation was adjusted to competitive market levels for their new roles as CEO and CFO respectively effective June 1, 2024. |

  59. L. Koch (CEO and Former CFO) and A. Franzen (CFO)

    | • | Considering their 2024 LTI awards were granted when serving in prior roles, and the significant increase in market competitive compensation levels for each Mses. Koch and Franzen’s new roles, the Committee granted off-cycle LTI awards in conjunction with their appointments to align their 2024 total granted value to market levels. The additional LTI awards were majority (60%) performance based with underlying terms and conditions consistent with the February 2024 annual LTI awards they received. The Committee viewed this as an important action to increase the retention and alignment of compensation with the interest of stockholders for both executives as they assumed new key roles. |

  60. Short Term Incentive Program

    Short Term Incentive Program

  61. Short Term Incentive Program

    | • | After careful consideration, the Committee decided to retain the use of quarterly measurement periods to set targets and measure results for Corporate and Segment metrics through 2024 considering that business conditions were expected to remain volatile and uncertain. The Committee believed this would be the most appropriate approach to respond to changing market conditions throughout 2024, while maintaining a formulaic design. The Committee followed a rigorous process to establish quarterly targets for 2024 to ensure alignment to external commitments and expectations. |

  62. Short Term Incentive Program

    | • | 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. |

  63. Short Term Incentive Program

    | • | A Sustainability Modifier remained part of the STIP design to ensure continued focus on progress toward our 2030 Sustainability Goals with the ability to increase or decrease STIP awards by up to 10% if there is extraordinary or limited progress achieved. Based on a holistic review of the 2024 performance, the Committee determined a modest 4% positive application of the modifier was appropriate considering the extraordinary achievement within our innovate and protect sustainability pillars as further described in the Sustainability Modifier section of the CD&A. |

  64. Short Term Incentive Program

    | • | Overall STIP payout results for 2024 were slightly above target aligned with our strong financial performance. STIP payouts for the Business Segment Presidents varied based on the performance of their respective individual Business Segments. |

  65. Short Term Incentive Program

    | • | The Committee approved annual payout factors of 112.8% (Electronics & Industrial), 110.8% (Water & Protection), and 111.9% (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 4% reduction under the reallocation feature to provide additional funding for top performers. |

  66. Long Term Incentives

    Long Term Incentives

  67. Long Term Incentives

    | • | The 2024 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%). |

  68. Long Term Incentives

    | • | 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. |

  69. Long Term Incentives

    | 40 | |

  70. Long Term Incentives

    | • | The Committee approved a payout factor of 84.67% for the 2022 PSUs which had a three-year performance period that ended December 31, 2024. The 2022 PSUs were granted to executive officers and other key leaders as part of their annual LTI award in February 2022. |

  71. Long Term Incentives

    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:

  72. Long Term Incentives

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

  73. Long Term Incentives

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

  74. Long Term Incentives

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

  75. Long Term Incentives

    Executive Compensation Governance Practices Compensation of our executive officers, including the NEOs, is overseen by the Committee (or, in the case of Mr. Breen and Ms. Koch, by the Committee and the independent members of the Board). The Board and the Committee were assisted in the 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:

  76. Long Term Incentives

    | 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 | | | | | Include a liberal share counting provision in our equity plan | | | 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 | | Guarantee 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 | | | | | Provide excessive perks | | | Maintain a robust compensation clawback policy covering both cash and equity | | | | | Review executive compensation statements (“tally sheets”) | | | | | Conduct annual compensation risk assessments | | |

  77. Long Term Incentives

    | 2025 Proxy Statement | 41 |

  78. 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. |

  79. Components of Executive Compensation and Benefits

    2024 NEO Target Total Direct Compensation Summary At the beginning of 2024, 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. Compensation for Mr. Breen and Mses. Koch and Franzen was evaluated at the time of the leadership transitions to ensure market competitiveness in alignment with their new roles. The table below reflects the targeted annual direct compensation of employees as of December 31, 2024.

  80. Components of Executive Compensation and Benefits

    | Name | 2024 Base Salary ($) | 2024 Target Short-Term Incentive ($) | 2024 Target Long-Term Incentive ($) | Target Total Direct Compensation ($) | | Edward D. Breen | 1,000,000 | 1,500,000 | 12,500,000(a) | 15,000,000 | | Lori D. Koch | 1,200,000 | 1,800,000 | 7,000,000 | 10,000,000 | | Antonella Franzen | 700,000 | 700,000 | 1,700,000 | 3,100,000 | | 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 | 600,000 | 600,000 | 1,750,000 | 2,950,000 |

  81. Components of Executive Compensation and Benefits

    | (a) Mr. Breen’s 2024 LTI Award was granted in February while he served as CEO. In advance of the February 2025 LTI award, the Committee reduced Mr. Breen’s LTI target to $5 million in consideration of his role change. |

  82. Average for Other NEOs

    Short-Term Incentive Compensation The STIP is designed to reward executives for the achievement of annual financial and operational performance goals and is a key component of our overall compensation program. Each year, the Committee reviews the target short-term incentive award opportunities (which are expressed as a percentage of annual base salary) for NEOs as part of its annual executive compensation review. In May 2024, the Committee approved increases to Mses. Koch and Franzen’s STIP target percentage for 2024 in line with their new roles. Short-term incentive opportunities for the NEOs as of December 31, 2024 are shown in the table below.

  83. Average for Other NEOs

    | Name | 2024 Target STIP (%) | 2024 Target STIP ($) | | Edward D. Breen | 150% | 1,500,000 | | Lori D. Koch | 150% | 1,800,000 | | Antonella Franzen | 100% | 700,000 | | Erik T. Hoover | 100% | 625,000 | | Jon Kemp | 100% | 650,000 | | Leland Weaver | 100% | 600,000 |

  84. Average for Other NEOs

    | Design and Metrics The 2024 STIP design was approved by the Committee in January 2024. 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. |

  85. Average for Other NEOs

    | 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 2024, the Committee decided to retain the use of 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 2024, while maintaining a formulaic approach to determining performance results. After approval of the 2024 STIP design and Q1 targets in January 2024, 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. The application of the reallocation feature is noted under “Final Payout Factors.” |

  86. Average for Other NEOs

    | Key Metrics The following key metrics were used to determine the 2024 STIP targets and results: | | | | | 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 / other post employment benefits (“OPEB”) benefits credits / costs and the after-tax impact of Future Reimbursable Indirect Costs reduced for any exclusions or adjustments approved by the People and Compensation Committee. | Segment Organic Revenue* Net sales excluding Corporate, adjusted for the change in currency from 2024 budget forecast and the change in portfolio from 2024 budget forecast. | Segment Operating EBITDA* Earnings (“Income (loss) from continuing operations before income taxes”) before interest, depreciation, amortization, non-operating pension / OPEB benefits credits / costs and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, adjusted for significant items, the results of Corporate & Other, and any adjustments approved by the People and Compensation Committee. | 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 adjusted to exclude the results of 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. | | | |

  87. Average for Other 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 4% under the reallocation feature. The table below reflects the Final Payout Factors approved by the Committee: |

  88. Average for Other NEOs

    | | Final Payout Factors | | Electronics & Industrial | 112.8% | | Water & Protection | 110.8% | | Corporate Aligned | 111.9% |

  89. Corporate

    | | Metric / Weighting | Q1 | Q2 | Q3 | Q4 | Total Payout | | Electronics & Industrial | Corporate Adjusted EPS – 50% | 30.3% | 100.0% | 59.3% | 34.2% | | | | Segment Organic Revenue – 20% | 14.5% | 36.2% | 19.7% | 19.2% | | | | Segment Operating EBITDA – 15% | 10.9% | 30.0% | 17.9% | 14.8% | | | | Segment Adjusted Free Cash Flow – 15% | 9.4% | 24.8% | 17.7% | 12.6% | | | | Quarterly Result | 65.1% | 191.0% | 114.5% | 80.8% | | | | 25% Weighted Result | 16.3% | 47.7% | 28.6% | 20.2% | 112.8% | | Water & Protection | Corporate Adjusted EPS – 50% | 30.3% | 100.0% | 59.3% | 34.2% | | | | Segment Organic Revenue – 20% | 11.0% | 19.3% | 15.6% | 17.1% | | | | Segment Operating EBITDA – 15% | 11.9% | 27.3% | 18.0% | 15.5% | | | | Segment Adjusted Free Cash Flow – 15% | 0.0% | 30.0% | 30.0% | 24.0% | | | | Quarterly Result | 53.2% | 176.5% | 122.9% | 90.8% | | | | 25% Weighted Result | 13.3% | 44.1% | 30.7% | 22.7% | 110.8% | | Corporate Aligned(a) | Corporate Adjusted EPS – 50% | 30.3% | 100.0% | 59.3% | 34.2% | | | | Segment Weighted Average – 50% | 28.8% | 83.8% | 59.5% | 51.6% | | | | Quarterly Result | 59.1% | 183.8% | 118.7% | 85.8% | | | | 25% Weighted Result | 14.8% | 45.9% | 29.7% | 21.5% | 111.9% |

  90. Reallocation

    | | Final Adjusted Payout Factor | | Electronics & Industrial | 112.8% | | Water & Protection | 110.8% | | Corporate Aligned | 111.9% |

  91. 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 | 111.9% | 100% | 1,678,500 | | Lori D. Koch | 1,200,000 | 150% | 1,800,000 | 111.9% | 100% | 2,014,200 | | Antonella Franzen | 700,000 | 100% | 700,000 | 111.9% | 100% | 783,300 | | Erik T. Hoover | 625,000 | 100% | 625,000 | 111.9% | 115% | 804,281 | | Jon Kemp | 650,000 | 100% | 650,000 | 112.8% | 100% | 733,200 | | Leland Weaver | 600,000 | 100% | 600,000 | 110.8% | 100% | 664,800 |

  92. 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 2024 LTI award for each executive officer with 60% of the grant value awarded as PSUs and 40% as RSUs. Mr. Weaver received an increase to his target long-term incentive opportunity in 2024. The Committee considered this change appropriate after a careful review of his competitive position to market. The table below details the 2024 LTI awards to NEOs, inclusive of awards granted to Mses. Koch and Franzen upon their appointment.

  93. Individual Performance Factor

    | Name | RSU Grant Value ($)(a) | PSU Grant Value ($)(a)(b) | Total Grant Value ($)(a) | | Edward D. Breen | 5,000,000 | 7,500,000 | 12,500,000 | | Lori D. Koch | 3,600,000 | 5,400,000 | 9,000,000(c) | | Antonella Franzen | 880,000 | 1,320,000 | 2,200,000(d) | | Erik T. Hoover | 600,000 | 900,000 | 1,500,000 | | Jon Kemp | 700,000 | 1,050,000 | 1,750,000 | | Leland Weaver | 700,000 | 1,050,000 | 1,750,000 |

  94. 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 issue awards only in whole shares. |

  95. 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. |

  96. Individual Performance Factor

    | (c) Total Target Grant Value includes the 2024 Annual LTI award of $3,000,000 approved by the Committee in February while Ms. Koch was serving in the CFO role and the additional off-cycle award of $6,000,000 granted in conjunction with her appointment to CEO with underlying terms and conditions consistent with the February 2024 Annual LTI Award. |

  97. Individual Performance Factor

    | (d) Total Target Grant Value includes the 2024 Annual LTI award of $200,000 approved in February while Ms. Franzen was serving in the W&P Business CFO role and the additional off-cycle award of $2,000,000 granted in conjunction with her appointment to CFO with underlying terms and conditions consistent with the February 2024 Annual LTI Award. |

  98. Individual Performance Factor

    | Key Metrics The following definitions apply to both the 2022 and 2024 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 amortization expense of intangibles and the after-tax impact of non-operating pension/other post-employment benefits/charges and for the 2024 PSU Award the after-tax impact of future reimbursable indirect costs. The Biomaterials business is excluded from the 2022 PSU Award results. See “2022 PSU Award Performance 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, after-tax interest expense and for the 2024 PSU Award after-tax amortization of debt discount and after-tax future reimbursable indirect costs) divided by (Debt + Equity – Goodwill – Intangibles – Restricted Cash). The Biomaterials business is excluded from the 2022 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 ** 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. | | |

  99. 2024 PSU Awards

    2024 PSU Awards PSU awards are designed to align executive compensation and decision making with Company performance over the long term. The 2024 PSU metrics remain the same as in the three prior years. The 2024 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.

  100. 2024 PSU Awards

    | Performance Metrics | Weighting | Measurement | Period | | Adjusted ROIC | 50% | • Average over period | January 1, 2024 – December 31, 2026 | | Adjusted Corporate Net Income | 50% | • Performance is measured in three discrete periods. | January 1, 2024 – December 31, 2024 January 1, 2025 – December 31, 2025 January 1, 2026 – December 31, 2026 | | | | • 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, 2024 – December 31, 2026 |

  101. 2024 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 |

  102. 2024 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.

  103. 2022 PSU Award Performance Results

    2022 PSU Award Performance Results In February 2022, we issued the 2022 PSU award. The 2022 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 2022 PSU award was assessed over a three-year period which ended on December 31, 2024. Targets for the 2022 PSU were originally approved in February 2022, 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 2022 PSU award:

  104. 2022 PSU Award Performance Results

    | Adjusted ROIC | | Adjusted Corporate Net Income | | TSR | | Payout Factor | | 41.17% | | 43.50% | | 1 | | 84.67% |

  105. 2022 PSU Award Performance Results

    | 2025 Proxy Statement | 51 |

  106. 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 2022 PSU award were originally approved, including the M&M Divestitures in 2022 and 2023 and the acquisition of Spectrum Plastics Group in 2024. 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 2022 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. Adjustments to the target and results are described below:

  107. 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.

  108. 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.

  109. Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Weighting | Weighted Payout | | 2022-2024 | 22.70% | 24.20% | 27.20% | 23.67% | 82.33% | 50.0% | 41.17% |

  110. Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Average Annual Payout | Weighted Payout | | 2022 | 1,489 | 1,861 | 2,233 | 1,661 | 73.1% | 87.0% | 43.5% | | 2023 | 1,422 | 1,777 | 2,133 | 1,537 | 66.2% | | | | 2024 | 1,316 | 1,645 | 1,974 | 1,716 | 121.7% | | |

  111. Adjustments

    | Named Executive Officer | Target PSUs Granted (#) | Payout% | PSUs Earned (#) | | Edward D. Breen | 99,934 | 84.67% | 89,865 | | Lori D. Koch | 23,985 | 84.67% | 20,308 | | Antonella Franzen(a) | — | — | — | | Erik T. Hoover | 11,993 | 84.67% | 10,154 | | Jon Kemp | 13,991 | 84.67% | 11,846 | | Leland Weaver | 11,993 | 84.67% | 10,154 |

  112. Adjustments

    | (a) Ms. Franzen did not receive a PSU grant in 2022. |

  113. 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. |

  114. The Compensation Process

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

  115. The Compensation Process

    FW Cook has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the Committee has determined that the compensation consultant’s work has not raised any conflicts of interest. The Committee has considered factors relevant to FW Cook’s independence from management under SEC rules and has determined that FW Cook is independent from management. Peer Group and Benchmarking In June 2023, taking into consideration the impact of recent divestitures and DuPont’s multi-industrial business strategy, the Committee, with the support of the management team and FW Cook, determined adjustments were needed to the DuPont peer group. This revised peer group has been used throughout 2024, including when making 2024 compensation decisions. The criteria utilized when revising the peer group were as follows:

  116. 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 2024.

  117. 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, 2024, each NEO either met or exceeded their ownership goal or was within the five-year period allowed to meet the guidelines.

  118. 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 2024, 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. Equity Award Grant Practices We do not currently grant stock options, stock appreciation rights or similar option-like instruments as part of our equity compensation program. We have not granted stock options since fiscal year 2022 and the Committee does not presently intend to reintroduce such awards to the Company’s equity compensation program. We grant equity awards on an annual basis at approximately the same time every year and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  119. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal years ended December 31, 2024 and, to the extent the individuals were NEOs in respect of such earlier years, the fiscal years ended December 31, 2023 and December 31, 2022.

  120. Summary Compensation Table

    | Name and Principal Position(a) | Year | Salary ($) | Bonus ($) | 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 | 2024 | 1,000,000 | — | 12,679,828 | — | 1,678,500 | — | 321,943 | 15,680,270 | | Executive Chairman | 2023 | 1,000,000 | 5,000,000 | 12,830,188 | — | 675,000 | — | 349,783 | 19,854,971 | | | 2022 | 1,000,000 | 10,000,000 | 10,652,681 | 2,500,006 | 958,500 | — | 473,110 | 25,584,297 | | Lori D. Koch | 2024 | 1,012,500 | — | 9,338,611 | — | 2,014,200 | 1,324 | 202,048 | 12,568,683 | | Chief Executive Officer | 2023 | 750,000 | — | 3,079,297 | — | 337,500 | 3,606 | 130,016 | 4,300,419 | | | 2022 | 741,667 | — | 2,556,721 | 600,001 | 479,250 | — | 162,069 | 4,539,708 | | Antonella Franzen | 2024 | 564,583 | — | 2,301,503 | — | 783,300 | — | 63,069 | 3,712,455 | | Senior Vice President, Chief Financial Officer | | | | | | | | | | | Erik T. Hoover | 2024 | 625,000 | — | 1,521,646 | — | 804,281 | — | 88,006 | 3,038,933 | | Senior Vice President, General Counsel | 2023 | 625,000 | — | 1,539,714 | — | 281,250 | — | 97,585 | 2,543,549 | | | 2022 | 616,667 | — | 1,278,439 | 300,009 | 459,281 | — | 165,637 | 2,820,033 | | Jon Kemp | 2024 | 650,000 | — | 1,775,219 | — | 733,200 | 3,364 | 89,177 | 3,250,960 | | President, Electronics and Industrial | 2023 | 650,000 | — | 1,796,278 | — | 235,300 | 18,328 | 109,945 | 2,809,851 | | | 2022 | 641,667 | — | 1,491,419 | 350,011 | 466,050 | — | 153,488 | 3,102,635 | | Leland Weaver | 2024 | 591,667 | — | 1,775,219 | — | 664,800 | — | 89,881 | 3,121,567 | | President, Water and Protection | 2023 | 550,000 | — | 1,539,714 | — | 295,900 | 1,943 | 95,009 | 2,482,566 | | | 2022 | 550,000 | — | 1,278,439 | 300,009 | 396,880 | — | 116,432 | 2,641,760 |

  121. Summary Compensation Table

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

  122. Summary Compensation Table

    | (a) Effective June 1, 2024, Mr. Breen transitions from the role of Chief Executive Officer to Executive Chairman of the Board of Direction. Mr. Breen remains our Principal Executive Officer. Effective as of the same date, Ms. Koch succeeded Mr. Breen as our Chief Executive Officer. Ms. Koch was our Chief Financial Officer prior to her appointment as our Chief Executive Officer. Also effective June 1, 2024, Ms. Franzen was appointed our Chief Financial Officer. |

  123. Summary Compensation Table

    | (b) Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes, FASB ASC Topic 718. Value of the Performance Share program, shown at Target, if valued assuming a maximum payout, the value of the awards would be: Mr. Breen, $20,359,590; Ms. Koch, $15,077,099; Ms. Franzen, $3,722,914; Mr. Hoover, $2,443,260; Mr. Kemp, $2,850,399; and Mr. Weaver, $2,850,399. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |

  124. Summary Compensation Table

    | 58 | |

  125. Summary Compensation Table

    | (c) Individual Short-Term Incentive Compensation results are detailed in the Short-Term Incentive Compensation section of the CD&A and reflect income paid in 2025 for actual performance achieved in 2024. |

  126. Summary Compensation Table

    | (d) Messrs. Breen and Hoover and Ms. Franzen were not participants in the DuPont Pension Restoration Plan. Mr. Weaver experienced a decrease of $422 in 2024. DuPont does not credit participants in the non-qualified plans with above-market earnings; therefore, no such amounts are reflected here. |

  127. Summary Compensation Table

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

  128. Summary Compensation Table

    The following table details these amounts:

  129. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits ($)(1) | Contributions to Defined Contribution Plans ($) | | Edward D. Breen | 171,193 | 150,750 | | Lori D. Koch | 80,548 | 121,500 | | Antonella Franzen | — | 63,069 | | Erik T. Hoover | 6,444 | 81,563 | | Jon Kemp | 9,500 | 79,677 | | Leland Weaver | 10,000 | 79,881 |

  130. Summary Compensation Table

    | (1) The NEOs received the following perquisites and other personal benefits: |

  131. Summary Compensation Table

    | i. | Mr. Breen: Personal use of Company aircraft ($171,079), use of executive protection ground transportation services. |

  132. Summary Compensation Table

    | ii. | Ms. Koch: Personal use of Company aircraft ($80,320), use of executive protection ground transportation services. |

  133. Summary Compensation Table

    | iii. | Mr. Hoover: Financial and tax planning. |

  134. Summary Compensation Table

    | iv. | Mr. Kemp: Financial and tax planning. |

  135. Summary Compensation Table

    | v. | Mr. Weaver: Financial and tax planning. |

  136. Summary Compensation Table

    | The incremental cost to the Company of personal use of Company aircraft is calculated for the direct operating costs for each personal flight including fuel, landing, catering, handling, aircraft maintenance hourly maintenance service plan charges and crew travel costs and cannot exceed $200,000 in the case of the Executive Chairman or the CEO, or $50,000 in the case of any other Executive Officer without approval of the Committee. Fixed costs, which do not change based upon usage, such as pilot salaries or depreciation of the aircraft or maintenance costs not related to personal travel, are excluded. No NEO is provided a tax reimbursement for personal use of aircraft. |

  137. Summary Compensation Table

    | 2025 Proxy Statement | 59 |

  138. 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.

  139. Grants of Plan-Based Awards

    | Name | Grant Date | Date of Action by the Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(a) | Grant Date Fair Value of Stock Awards ($)(b) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward D. Breen | 2/15/2024 | 2/15/2024 | | 1,500,000 | 3,000,000 | | | | | | | | 2/15/2024 | 2/15/2024 | | | | | | | 73,047 | 5,000,067 | | | 2/15/2024 | 2/15/2024 | | | | 54,785 | 109,570 | 219,140 | | 7,679,761 | | Lori D. Koch | 2/14/2024 | 2/14/2024 | | 1,800,000 | 3,600,000 | | | | | | | | 2/15/2024 | 2/14/2024 | | | | | | | 17,532 | 1,200,065 | | | 2/15/2024 | 2/14/2024 | | | | 13,149 | 26,297 | 52,594 | | 1,843,157 | | | 5/31/2024 | 5/22/2024 | | | | | | | 29,212 | 2,400,058 | | | 5/31/2024 | 5/22/2024 | | | | 21,909 | 43,817 | 87,634 | | 3,895,331 | | Antonella Franzen | 2/14/2024 | 2/14/2024 | | 700,000 | 1,400,000 | | | | | | | | 2/15/2024 | 2/14/2024 | | | | | | | 1,169 | 80,018 | | | 2/15/2024 | 2/14/2024 | | | | 877 | 1,754 | 3,508 | | 122,938 | | | 5/31/2024 | 5/22/2024 | | | | | | | 9,738 | 800,074 | | | 5/31/2024 | 5/22/2024 | | | | 7,303 | 14,606 | 29,212 | | 1,298,473 | | Erik T. Hoover | 2/14/2024 | 2/14/2024 | | 625,000 | 1,250,000 | | | | | | | | 2/15/2024 | 2/14/2024 | | | | | | | 8,766 | 600,033 | | | 2/15/2024 | 2/14/2024 | | | | 6,575 | 13,149 | 26,298 | | 921,613 | | Jon Kemp | 2/14/2024 | 2/14/2024 | | 650,000 | 1,300,000 | | | | | | | | 2/15/2024 | 2/14/2024 | | | | | | | 10,227 | 700,038 | | | 2/15/2024 | 2/14/2024 | | | | 7,670 | 15,340 | 30,680 | | 1,075,181 | | Leland Weaver | 2/14/2024 | 2/14/2024 | | 600,000 | 1,200,000 | | | | | | | | 2/15/2024 | 2/14/2024 | | | | | | | 10,227 | 700,038 | | | 2/15/2024 | 2/14/2024 | | | | 7,670 | 15,340 | 30,680 | | 1,075,181 |

  140. Grants of Plan-Based Awards

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

  141. Grants of Plan-Based Awards

    | (b) 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. |

  142. Grants of Plan-Based Awards

    | 60 | |

  143. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2024. 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.

  144. 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 | | | | | 1,026 | 78,196 | | | | | 06/05/2015 | DD | | | | | 157 | 12,000 | | | | | 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 | 130,024 | — | 72.98 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 95,730 | 47,866 | 75.05 | 02/22/2032 | 11,329 | 863,822 | | | | | 05/04/2023 | DD | | | | | 51,568 | 3,932,028 | 117,078 | 8,927,198 | | | 02/15/2024 | DD | | | | | 71,321 | 5,438,193 | 109,570 | 8,354,713 | | | 05/13/2015 | CTVA | | | | | 989 | 56,333 | | | | | 06/05/2015 | CTVA | | | | | 152 | 8,645 | | | | | 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 | | | | | 1,256 | 50,410 | | | | | 06/05/2015 | DOW | | | | | 193 | 7,736 | | | | | 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 | 35,461 | — | 72.98 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 22,975 | 11,488 | 75.05 | 02/22/2032 | 2,830 | 215,781 | | | | | 05/04/2023 | DD | | | | | 12,923 | 985,346 | 28,099 | 2,142,549 | | | 02/15/2024 | DD | | | | | 17,872 | 1,362,776 | 26,297 | 2,005,146 | | | 05/31/2024 | DD | | | | | 29,626 | 2,258,981 | 43,817 | 3,341,046 | | | 02/15/2018 | DOW | 1,240 | — | 72.78 | 02/14/2028 | | | | |

  145. Outstanding Equity Awards

    | 2025 Proxy Statement | 61 |

  146. 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) | | Antonella Franzen | 02/25/2022 | DD | | | | | 9,071 | 691,648 | | | | | 05/04/2023 | DD | | | | | 1,034 | 78,877 | 2,248 | 171,410 | | | 02/15/2024 | DD | | | | | 1,192 | 90,867 | 1,754 | 133,743 | | | 05/31/2024 | DD | | | | | 9,876 | 753,045 | 14,606 | 1,113,708 | | 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 | 14,185 | — | 72.98 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 11,488 | 5,744 | 75.05 | 02/22/2032 | 1,416 | 107,968 | | | | | 05/04/2023 | DD | | | | | 6,461 | 492,673 | 14,050 | 1,071,313 | | | 02/15/2024 | DD | | | | | 8,936 | 681,388 | 13,149 | 1,002,611 | | | 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 | 32,506 | — | 72.98 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 13,402 | 6,702 | 75.05 | 02/22/2032 | 1,651 | 125,924 | | | | | 05/04/2023 | DD | | | | | 7,539 | 574,876 | 16,391 | 1,249,814 | | | 02/15/2024 | DD | | | | | 10,426 | 794,953 | 15,340 | 1,169,675 | | | 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 | | | | | | | 03/02/2021 | DD | 2,956 | — | 72.98 | 03/01/2031 | | | | | | | 09/01/2021 | DD | 13,756 | — | 73.44 | 08/31/2031 | | | | | | | 02/23/2022 | DD | 11,488 | 5,744 | 75.05 | 02/22/2032 | 1,416 | 107,968 | | | | | 05/04/2023 | DD | | | | | 6,461 | 492,673 | 14,050 | 1,071,313 | | | 02/15/2024 | DD | | | | | 10,426 | 794,953 | 15,340 | 1,169,675 | | | 02/15/2018 | CTVA | 1,293 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 1,293 | — | 72.78 | 02/14/2028 | | | | |

  147. 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. |

  148. Outstanding Equity Awards

    | 62 | |

  149. 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 joining the Company as an employee) must be held until his retirement from service on the Board. |

  150. Outstanding Equity Awards

    | (c) Market values based on the December 31, 2024 close stock price of $76.25 per share of DuPont common stock, $56.96 per share of Corteva common stock, and $40.13 per share of Dow common stock. |

  151. Outstanding Equity Awards

    | (d) PSUs granted May 4, 2023, February 15, 2024, and May 31, 2024 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. |

  152. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received from stock grants vested during 2024. No stock option awards were exercised in 2024

  153. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Edward D. Breen | 165,185 | 17,214,490 | | Lori D. Koch | 43,493 | 3,003,724 | | Antonella Franzen | 9,407 | 664,547 | | Erik T. Hoover | 18,313 | 1,270,626 | | Jon Kemp | 65,719 | 4,948,298 | | Leland Weaver | 21,220 | 1,479,977 |

  154. Option Exercises and Stock Vested

    | (a) Reflects delivery of shares from the 2021 Performance Share Unit grant, which vested on December 31, 2023 and was paid out in February 2024 and the 2021, 2022, and 2023 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 and Ms. Franzen had shares delivered under her 2022 special award grant. |

  155. Option Exercises and Stock Vested

    We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the People and Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  156. 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. |

  157. 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. |

  158. 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 principal executive officer, Edward D. Breen (“PEO”). For 2024:

  159. CEO Pay Ratio

    | • | The annual total compensation for the median employee was $115,630, determined in the same manner used to calculate Total compensation for purposes of the Summary Compensation Table, and |

  160. CEO Pay Ratio

    | • | The annual total compensation of the PEO, as reported in the Summary Compensation Table, was $15,680,270. |

  161. CEO Pay Ratio

    Based upon the calculation of compensation for both the PEO and the median employee, the estimated ratio of PEO pay to median employee pay for 2024 was 136:1. 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. The median employee was identified in 2024 from the population of all employees worldwide as of October 1, 2024 utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2024 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.

  162. CEO Pay Ratio

    | 70 | |

  163. 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 2024 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.

  164. 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) ($) | | 2024 | 15,680,270 | N/A | 15,441,997 | N/A | 5,138,520 | 4,996,889 | 131 | 176 | 703 | 4.07 | | 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 |

  165. 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: |

  166. Pay Versus Performance

    First PEO SCT Total to CAP Reconciliation:

  167. 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) ($) | CAP ($) | | 2024 | 15,680,270 | -12,679,828 | 0 | +12,441,555 | +0 | 15,441,997 |

  168. Non-PEO

    O Equity Award

  169. Non-PEO

    djustments (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)

  170. Non-PEO

    | 2024 | 3,416,932 | — | (65,594) | (149,591) | — | 3,201,747 | | (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 indicates

  171. Non-PEO

    e 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 | Antonella Franzen | | 2024 | — | NEO | — | — | — | NEO | NEO | NEO | — | NEO | | 2023 | — | NEO | — | — | — | NEO | NEO | NEO | Former NEO | — | | 2022 | — | NEO | — | — | — | NEO | NEO | NEO | — | — | | 2021 | — | NEO | Former NEO | NEO | Former NEO | NEO | NEO | — | — | — |

  172. 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 averagin

  173. Non-PEO

    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 on

  174. Non-PEO

    orm 10-K for the year ended December 31, 2024 (S&P Industrials). | | (d) This measure has been designated as the “Company-Selected Measure” for 2024, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs in 2022. Adjusted EPS is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EPS to the most d

  175. Non-PEO

    ectly 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 2024 to the Company’s performance as further described in our CD&A above within the sections titled “Short

  176. 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 2026 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 4, 2025, and the close of business on December 4, 2025. 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.