DEF 14A of DuPont de Nemours, Inc., Apr 10, 2026

DEF 14A of DuPont de Nemours, Inc.

Filed Apr 10, 2026 · FY20250001193125-26-151204

Open on EDGAR

  1. STOCKHOLDER MEETING TO BE HELD ON MAY 21, 2026

    | Executive Compensation | 56 | | Compensation Tables and Narratives | 56 | | Summary Compensation Table | 56 | | Grants of Plan-Based Awards | 58 | | Outstanding Equity Awards | 59 | | Option Exercises and Stock Vested | 62 | | Benefits | 63 | | Pension Benefits | 63 | | Supplemental Retirement Plans | 63 | | 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 Letter | 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 | 77 | | Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 78 | | Audit Committee Report | 80 | | Agenda Item 4: Adoption and approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split and a reduction in the number of authorized shares | 82 | | Annex A – Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc. | 89 | | Additional Information | 90 | | Appendix A – Non-GAAP Reconciliation | A-1 |

  2. Director Nominees

    Director Nominees You are being asked to vote on the election of 11 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 | Other Current Public Boards | | Amy G. Brady | | | | | | | Age 59 Former Chief Information Officer and Executive Vice President, KeyCorp | ● | ● | | | | | Edward D. Breen | | | | | | | Age 70 Chairman and Former Chief Executive Officer, DuPont de Nemours, Inc. | | | | | 1 | | Ruby R. Chandy | | | | | | | Age 64 Former President, Industrial Division, Pall Corporation | ● | | ● | | 2 | | Alexander M. Cutler | | | | | | | Age 74 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | 1 | | Eleuthère I. du Pont | | | | | | | Age 59 President, Longwood Foundation | ● | ● | ● | | 1 | | Luther C. Kissam IV | | | | | | | Age 61 Former Chairman, President and CEO, Albemarle Corporation | ● | ● | ● | | 2 | | Lori D. Koch | | | | | | | Age 51 Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | | James A. Lico | | | | | | | Age 60 Former Chief Executive Officer and President, Fortive Corporation | ● | | | ● | 1 | | Frederick M. Lowery | | | | | | | Age 55 Chief Executive Officer, Henry Schein, Inc. | ● | | | CH | 1 | | D. G. Macpherson | | | | | | | Age 58 Chairman and Chief Executive Officer, W.W. Grainger, Inc. | ● | | ● | | 1 | | Kurt B. McMaken | | | | | | | Age 56 Chief Financial Officer, The Brink’s Company | ● | CH | | | |

  4. Director Nominees

    | CH | = Chair |

  5. Director Nominees

    | 2026 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 | 59 | 70 | 64 | 74 | 59 | 61 | 51 | 60 | 55 | 58 | 56 | | Year Joined Board | 2019 | 2017 | 2019 | 2017 | 2019 | 2019 | 2024 | 2024 | 2019 | 2026 | 2025 |

  8. Director Nominee Skills Matrix and Other Matters

    | 16 | |

  9. Election of Directors

    Election of Directors

  10. Election of Directors

    | Board Composition The Board currently consists of eleven members, with Mr. Breen serving as Chairman and Mr. Cutler serving as Lead Director. The authorized number of directors is currently eleven. On November 1, 2025, each of Terrence R. Curtin, Kristina M. Johnson and Steven M. Sterin resigned from the Board in connection with the 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

    | 20 | |

  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 | Other Current Public Boards | | Amy G. Brady | | | | | | | Age 59 Former Chief Information Officer and Executive Vice President, KeyCorp | ● | ● | | | | | Edward D. Breen(a) | | | | | | | Age 70 Chairman and Former Chief Executive Officer, DuPont de Nemours, Inc. | | | | | 1 | | Ruby R. Chandy | | | | | | | Age 64 Former President, Industrial Division, Pall Corporation | ● | | ● | | 2 | | Alexander M. Cutler | | | | | | | Age 74 Retired Chair and Chief Executive Officer, Eaton | ● | | CH | ● | 1 | | Eleuthère I. du Pont | | | | | | | Age 59 President, Longwood Foundation | ● | ● | ● | | 1 | | Luther C. Kissam IV | | | | | | | Age 61 Former Chairman, President and CEO, Albemarle Corporation | ● | ● | ● | | 2 | | Lori D. Koch | | | | | | | Age 51 Chief Executive Officer, DuPont de Nemours, Inc. | | | | | | | James A. Lico | | | | | | | Age 60 Former Chief Executive Officer and President, Fortive Corporation | ● | | | ● | 1 | | Frederick M. Lowery | | | | | | | Age 55 Chief Executive Officer, Henry Schein, Inc. | ● | | | CH | 1 | | D. G. Macpherson | | | | | | | Age 58 Chairman and Chief Executive Officer, W.W. Grainger, Inc. | ● | | ● | | 1 | | Kurt B. McMaken | | | | | | | Age 56 Chief Financial Officer, The Brink’s Company | ● | CH | | | |

  13. Election of Directors

    CH = Chair

  14. Election of Directors

    | (a) Effective November 1, 2025, Mr. Breen transitioned from Executive Chairman to non-executive Chairman. |

  15. Election of Directors

    | 2026 Proxy Statement | 21 |

  16. 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.

  17. Director Nominees

    | Age: 59 Director Since: 2019 Committees: Audit Other Public Boards: None | Amy G. Brady Former Executive Vice President and Chief Information Officer, KeyCorp Ms. Brady served as Chief Information Officer (CIO), Executive Vice President at KeyCorp, a bank-based financial services company from 2012 through February 2026. Ms. Brady remains employed with KeyCorp in a non-executive capacity through her retirement on May 31, 2026 to assist in the transition of her duties. In her previous role, Ms. Brady led the company’s shared services for technology, operations, data, client and account servicing, security services (including cybersecurity), and procurement. Prior to joining KeyCorp in 2012, Ms. Brady spent 25 years with Bank of America, including as CIO, Enterprise Technology and Operations, where she was responsible for technology and operations delivery for critical enterprise functions including Finance, Risk, Human Resources, Marketing, Legal and Audit. Ms. Brady joined the DuPont Board of Directors in October 2019. Skills and Expertise: Ms. Brady’s technology, operations and cybersecurity expertise is a strong asset to the Board. Ms. Brady also has extensive management experience. |

  18. Director Nominees

    | Age: 70 Director Since: 2017 Committees: None Other Public Boards: 1 | Edward D. Breen Chairman, DuPont de Nemours, Inc. Mr. Breen has served as the non-executive Chairman of the Board of Directors of DuPont since November 1, 2025. Previously, Mr. Breen served as the Executive Chairman of the Company from June 1, 2019 until November 1, 2025 and as its 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. |

  19. Director Nominees

    | 22 | |

  20. Director Nominees

    | Age: 64 Director Since: 2019 Committees: Nomination and Governance 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. |

  21. Director Nominees

    | Age: 74 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, power management company, 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. |

  22. Director Nominees

    | 2026 Proxy Statement | 23 |

  23. Director Nominees

    | Age: 59 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

    | Age: 61 Director Since: 2019 Committees: Audit; Nomination and Governance Other Public Boards: 2 | Luther C. Kissam IV Former Chairman, President and CEO, Albemarle Corporation Most recently, Mr. Kissam served as a Partner of Bernhard Capital Partners Management, LP, from January 2021 to September 2023 and Senior Advisor from September 2023 to July 2025. He previously served as President and CEO of Albemarle Corporation, a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts, from September 2011 until his retirement in June 2020. He was also 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. |

  25. Director Nominees

    | 24 | |

  26. Director Nominees

    | Age: 51 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. |

  27. Director Nominees

    | Age: 60 Director Since: 2024 Committees: People and Compensation Other Public Boards: 1 | James A. Lico Former Chief Executive Officer, President and Board Member, Fortive Corporation Mr. Lico served as the President and Chief Executive Officer and a member of the board of directors of Fortive Corporation, a global technology and manufacturing company, from 2016 to 2025. 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 also serves as a director for PTC Inc. (NASDAQ:PTC), and 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. |

  28. Director Nominees

    | 2026 Proxy Statement | 25 |

  29. Director Nominees

    | Age: 55 Director Since: 2019 Committees: People and Compensation (Chair) Other Public Boards: 1 | Frederick M. Lowery Chief Executive Officer, Henry Schein, Inc. Mr. Lowery has served as Chief Executive Officer of Henry Schein, Inc., and has served on its Board of Directors, since March 2, 2026. Prior to this, Mr. Lowery was with Thermo Fisher Scientific, Inc. from 2005 to 2026, holding several senior leadership positions, including serving as Senior Vice President and President, Customer Channels from 2021 to 2024 and most recently as Executive Vice President and President, Laboratory Products and BioProduction from 2024 to 2026. Prior to his time at Thermo Fisher, Mr. Lowery was with Maytag Corporation from 1999 to 2005 and began his career as an engineer at General Motors Company. Mr. Lowery is a member of the Board of Trustees for Boston Medical Center. He is also on the Board of Trustees for both Tennessee Tech and its Foundation. Mr. Lowery joined the DuPont Board of Directors in June 2019. Skills and Expertise: With his engineering and science backgrounds, Mr. Lowery brings science and technology perspective combined with senior management capabilities to the Board. Mr. Lowery has a wealth of global experience and has developed operating teams, launched innovative new products and acquired businesses. Additionally, he brings significant manufacturing and global supply chain knowledge and experience. |

  30. Director Nominees

    | Age: 58 Director Since: 2026 Committees: Nomination and Governance Other Public Boards: 1 | D. G. Macpherson Chairman and Chief Executive Officer, W.W. Grainger, Inc. Mr. Macpherson has served as Chief Executive Officer of W.W. Grainger, Inc. (“Grainger”), a leading broad-line distributor of MRO products and services with operations primarily in North America and Japan, since 2016, and as Chairman since 2017. Previously, he served as Grainger’s Chief Operating Officer, as well as Senior Vice President and Group President, Global Supply Chain and International. Prior to joining Grainger in 2008, Mr. Macpherson was a Partner and Managing Director at Boston Consulting Group (BCG), a global management consulting firm. He began his career as a test engineer with the U.S. Air Force. Mr. Macpherson holds a bachelor’s degree from Stanford University and an MBA from Northwestern’s Kellogg School of Management. Mr. Macpherson was originally appointed to the Board on January 20, 2026. Mr. Macpherson 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. Macpherson be appointed to the Board. Skills and Expertise: As the CEO of a global company, Mr. Macpherson has extensive experience in corporate strategy, continuous improvement, and international operations, and has developed expertise in pricing strategy, product line expansion, and sales effectiveness. |

  31. Director Nominees

    | 26 | |

  32. Director Nominees

    | Age: 56 Director Since: 2025 Committees: Audit (Chair) 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. Skills and Expertise: Mr. McMaken has decades of finance and accounting experience in the management of a global, complex business. |

  33. AGENDA ITEM 1: ELECTION OF DIRECTORS

    AGENDA ITEM 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR all 11 director nominees.

  34. AGENDA ITEM 1: ELECTION OF DIRECTORS

    | 2026 Proxy Statement | 27 |

  35. 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 2025. For a description of compensation paid to Mr. Breen, who served as Executive Chairman until November 2025, and Ms. Koch, Chief Executive Officer, see the Compensation Discussion & Analysis and Executive Compensation sections in this Proxy Statement. Non-Employee Directors’ Fees The 2025 directors’ fees, as stated below, are paid only to directors who are not our employees. An overview of the 2025 compensation elements for non-employee directors is below.

  36. Director Compensation

    | Compensation Element | | ($) | | Cash Retainer | | 130,000 | | Equity Retainer | | 190,000 | | Total Retainer | | 320,000 | | Annual Committee Chair Fees | Audit | 35,000 | | | Compensation | 25,000 | | | Nomination and Governance | 20,000 | | Lead Director Fees | | 50,000 |

  37. 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 People and Compensation 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.

  38. Director Compensation

    | 28 | |

  39. Director Compensation

    Director Compensation for 2025

  40. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Amy G. Brady | 130,000 | 190,020 | 300 | 320,320 | | Ruby R. Chandy | 150,000 | 190,020 | 300 | 340,320 | | Terrence R. Curtin(d) | 97,500 | 190,020 | 250 | 287,770 | | Alexander M. Cutler | 200,000 | 190,020 | 22,396 | 412,416 | | Eleuthère I. du Pont | 130,000 | 190,020 | 13,204 | 333,224 | | Kristina M. Johnson(d) | 119,167 | 190,020 | 250 | 309,437 | | Luther C. Kissam IV | 130,000 | 190,020 | 300 | 320,320 | | James A. Lico | 130,000 | 190,020 | 300 | 320,320 | | Frederick M. Lowery | 155,000 | 190,020 | 300 | 345,320 | | Kurt B. McMaken | 97,500 | 295,520 | 167 | 388,187 | | Deanna M. Mulligan(e) | 65,000 | — | 125 | 65,125 | | Steven M. Sterin(d) | 151,250 | 190,020 | 250 | 341,520 |

  41. 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. |

  42. Director Compensation

    | (b) The full grant date fair value of Restricted Stock Units granted on May 22, 2025 is based on $68.01 per share with a total value of $190,020 for all active non-employee directors and the full grant date fair value of the common stock awarded to Mr. McMaken at the time of his joining the board on March 18, 2025 is based on $77.12 per share for a total value of $28,380, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. In addition, Mr. McMaken received the Non-Employee Directors’ Initial Stock Grant of 1,000 shares valued at $77.12 at the time of his joining the board for an additional value of $77,120. |

  43. Director Compensation

    | (c) Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2025 for non-employee directors under EID’s discontinued directors’ charitable gift plan. |

  44. Director Compensation

    | (d) Resigned from the Board of Directors on November 1, 2025 in connection with the Electronics Separation. |

  45. Director Compensation

    | (e) Ms. Mulligan did not stand for re-election at the 2025 annual meeting. |

  46. Director Compensation

    Outstanding equity awards for individual directors are noted below:

  47. Director Compensation

    | Name | Outstanding DD Stock Awards at December 31, 2025(a) | | Amy G. Brady | 18,460 | | Ruby R. Chandy | 20,325 | | Alexander M. Cutler | 27,869 | | Eleuthère I. du Pont | 27,869 | | Luther C. Kissam IV | 20,325 | | James A. Lico | 5,015 | | Frederick M. Lowery | 19,276 | | Kurt B. McMaken | 3,214 |

  48. Director Compensation

    | (a) Awards adjusted using the “Shareholder Method” as described in the “Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution” section of the Compensation Discussion & Analysis (“CD&A”) in this Proxy Statement. |

  49. Director Compensation

    | 2026 Proxy Statement | 29 |

  50. Director Compensation

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

  51. Director Compensation

    | 30 | |

  52. Director Compensation

    Equity Compensation Plan Information The tables below show the Equity Compensation Plan Information as of December 31, 2025.

  53. Director Compensation

    | | (1) | (2) | (3) | | Plan Category | # of securities to be issued upon exercise of outstanding options, warrants, rights | Weighted-average exercise price of outstanding options, warrants, rights ($) | # of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))(a) | | Equity Compensation Plans Approved by Security Holders | 7,675,324 | 32.85 | 32,389,505 |

  54. Director Compensation

    | (a) Reserves adjusted as required by the Equity Incentive Plan using the “Employer Method” as described in the “Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution” section of the CD&A. |

  55. Director Compensation

    | 2026 Proxy Statement | 31 |

  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. Short-Term Incentive Program

    Short-Term Incentive Program

  58. Short-Term Incentive Program

    | • | In light of the anticipated Electronics Separation in the fourth quarter of 2025, the Committee continued using quarterly targets with the same performance metrics and weightings that have been used in prior years. Performance for the first three quarters was measured on the basis of the Company’s overall Corporate Adjusted EPS, Organic Revenue, Corporate Adjusted Operating EBITDA, and Corporate Adjusted Free Cash Flow. For the fourth quarter, however, the Committee simplified the process by using Organic Revenue on the basis of the Company’s post-separation operating structure as the single metric in order to help account for the anticipated Electronics Separation. In 2026, the Company returned to setting annual targets for the performance metrics. |

  59. Short-Term Incentive Program

    | 2025 Proxy Statement | 37 |

  60. Short-Term Incentive Program

    | • | Based on the Company’s performance metrics, overall STIP payouts for 2025 were determined to be slightly above target, which was consistent with the Company’s strong financial performance. The Committee approved an annual payout factor of 101.2% based on the aggregate quarterly performance results. |

  61. Long-Term Incentives

    Long-Term Incentives

  62. Long-Term Incentives

    | • | The 2025 LTI program continued to emphasize performance-based compensation for our executive officers. Given the complexity of the then-anticipated Electronics Separation, the Committee decided to limit the use of PSU awards to the CEO and CFO and to grant RSUs to the other executive officers. In 2026, the Company returned to granting all NEOs 60% of their awards in the form of PSUs and 40% as RSUs. |

  63. Long-Term Incentives

    | • | The 2025 PSUs’ key metrics were Adjusted ROIC, Corporate Adjusted Net Income and Total Shareholder Return relative to the S&P 500, which were the same metrics used for the 2023 and 2024 awards. However, in light of the anticipated impact of the planned Electronics Separation on longer-term measurement continuity, the Adjusted ROIC metric was updated in 2025 so that it would be measured over three discrete performance periods, with targets established at the beginning of the three-year period, rather than use a three-year average as in previous years. |

  64. Long-Term Incentives

    | • | For the 2023 PSUs granted to executive officers and other key leaders as part of their annual LTI awards in May 2023, the Committee approved a payout factor of 49.11% for the three-year period ending on December 31, 2025. Due to the Electronics Separation, the Company’s actual results were used for the 2023 and 2024 performance years, and a projection was used for 2025. A more fulsome discussion of the treatment of all outstanding equity awards in connection with the Qnity Distribution is provided in the section titled ‘Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution.’ |

  65. Long-Term Incentives

    | • | For the 2024 PSUs granted to executive officers and other key leaders as part of their annual LTI awards in February 2024, the Committee approved a payout factor of 116.10% for a truncated two-year period ending on December 31, 2025. Due to the Electronics Separation, the Company’s actual results were used for the 2024 performance year and a projection was used for 2025. A more fulsome discussion of the treatment of all outstanding equity awards in connection with the Qnity Distribution is provided in the section titled ‘Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution.’ |

  66. Long-Term Incentives

    Program Philosophy and Objectives Our executive compensation philosophy and practices reflect a commitment to paying for performance — both short- 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:

  67. Long-Term Incentives

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

  68. Long-Term Incentives

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

  69. Long-Term Incentives

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

  70. Long-Term Incentives

    | 38 | |

  71. 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:

  72. 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 | | |

  73. Long-Term Incentives

    | 2026 Proxy Statement | 39 |

  74. Components of Executive Compensation and Benefits

    | Pay Component | Role | Determination Factors | | Salary | Fixed cash compensation 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 tied to annual achievement of financial and operational goals and individual performance. Range: 0% — 200% | Annual Achievement(a) | | | | • Corporate Adjusted EPS • Organic Revenue • Corporate Adjusted Operating EBITDA • Corporate Adjusted Free Cash Flow | | 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(b) | 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 applicable period. | Three-year performance period(c) | | | | • Adjusted ROIC • Corporate Adjusted Net Income • Relative TSR | | | Range: 0% — 200% | | | Restricted Stock Units(b) | Supports executive retention and stock ownership. | Three-year incremental vesting | | | | • Stock price | | Benefits and Perquisites | | | | | Minimal perquisites 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 offered the same programs as other salaried employees. | • Competitive market practice for similar roles |

  75. Components of Executive Compensation and Benefits

    | (a) The weighting for each factor is discussed in the “Short-Term Incentive Compensation” section of the CD&A. |

  76. Components of Executive Compensation and Benefits

    | (b) Each of the CEO and the CFO received 60% of their awards in the form of PSUs and 40% as RSUs in 2025. All other NEOs received 100% of their 2025 awards in the form of RSUs as discussed in the “Long-Term Incentive Compensation” section of the CD&A. All NEO’s received 60% of their 2026 awards in the form of PSUs and 40% as RSUs. |

  77. Components of Executive Compensation and Benefits

    | (c) The weighting for each factor is discussed in the “Long-Term Incentive Compensation” section of the CD&A. |

  78. Components of Executive Compensation and Benefits

    2025 NEO Target Total Direct Compensation Summary At the beginning of 2025, 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, as well as general industry information. For Mr. Kemp, the Committee took into consideration his future position as Chief Executive Officer of Qnity when evaluating his compensation for 2025. Compensation for Mr. Bloemhard was evaluated at the time of his promotion to President, Healthcare & Water Technologies to ensure market competitiveness in alignment with his new role. The table below reflects the targeted annual direct compensation of employees as of December 31, 2025.

  79. Components of Executive Compensation and Benefits

    | Name | 2025 Base Salary ($) | 2025 Target Short-Term Incentive ($) | 2025 Target Long-Term Incentive ($) | Target Total Direct Compensation ($) | | Lori D. Koch | 1,250,000 | 1,875,000 | 10,000,000 | 13,125,000 | | Antonella B. Franzen | 750,000 | 750,000 | 2,500,000 | 4,000,000 | | Jeroen P. Bloemhard | 625,000 | 468,750 | 750,000 | 1,843,750 | | Erik T. Hoover | 700,000 | 700,000 | 1,500,000 | 2,900,000 | | Christopher P. Raia | 575,000 | 488,750 | 1,250,000 | 2,313,750 | | Edward D. Breen(a) | 1,000,000 | 1,500,000 | 5,000,000 | 7,500,000 | | Jon D. Kemp(b) | 800,000 | 800,000 | 5,000,000 | 6,600,000 | | Leland G. Weaver(c) | 600,000 | 600,000 | 1,750,000 | 2,950,000 |

  80. Average for Other Current 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 for NEOs (expressed as a percentage of annual base salary) as part of its annual executive compensation review. Short-term incentive opportunities for the NEOs as of December 31, 2025, are shown in the table below.

  81. Average for Other Current NEOs

    | Name | 2025 Target STIP (%) | 2025 Target STIP ($) | | Lori D. Koch | 150% | 1,875,000 | | Antonella B. Franzen | 100% | 750,000 | | Jeroen P. Bloemhard | 75% | 468,750 | | Erik T. Hoover | 100% | 700,000 | | Christopher P. Raia | 85% | 488,750 | | Edward D. Breen | 150% | 1,253,425(a) | | Jon D. Kemp | 100% | 0(b) | | Leland G. Weaver | 100% | 501,370(c) |

  82. Average for Other Current NEOs

    | (a) In connection with his departure after attaining age 55 with 10 years of service, Mr. Breen was entitled to a prorated STIP award for time employed in 2025. Value reflects prorated target. |

  83. Average for Other Current NEOs

    | (b) Mr. Kemp did not receive a 2025 STIP from the Company. Any 2025 STIP award would be payable by Qnity. |

  84. Average for Other Current NEOs

    | (c) Under the Senior Executive Severance Plan, and in connection with his departure, Mr. Weaver was entitled to a prorated STIP award based on the greater of actual or target performance for time employed in 2025. Value reflects prorated target. |

  85. Average for Other Current NEOs

    | Design and Metrics The 2025 STIP design was approved by the Committee in January 2025 and adjusted in September 2025 in light of the planned Electronics Separation. The design rewards Company performance against key metrics for the first three quarters of 2025 and Organic Revenue on the basis of the Company’s post-separation operating structure for the final quarter of 2025 as described below. |

  86. Average for Other Current NEOs

    Given the anticipated impacts of the Electronics Separation on the Company, the Committee decided to continue using quarterly measurement periods, each with equal weighting, to set targets and measure results for metrics. The Committee believed this would be the most appropriate approach for these expected effects while continuing to determine performance results. After approval of the 2025 STIP design and first quarter targets in January 2025, the Committee followed a rigorous process to formulaically establish targets before the start of each remaining 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. In September 2025, the Committee determined, in light of the planned Electronics Separation, that the only metric that would be used for the fourth quarter would be the Organic Revenue of the Company’s post-separation operating structure. For 2026, the Company has returned to using annual measurement periods for all metrics. Based on performance, quarterly payout percentages ranged from 0% for below threshold performance, 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. Annual award payouts, which are capped at a maximum payout of 200% of target, were based on the aggregate quarterly performance results. The Sustainability Modifier was removed to simplify the 2025 STIP design in light of the Electronics Separation, however we continue to track and measure progress toward our 2030 sustainability goals.

  87. Average for Other Current NEOs

    | Key Metrics The following metrics were used to determine the 2025 STIP targets and results: | | | | | Corporate Adjusted EPS* Adjusted Earnings per common share-diluted is calculated as income from continuing operations, excluding the after-tax impact of significant items, after-tax impact of amortization expense of intangibles, the after-tax impact of non-operating pension/other post- employment benefits (“OPEB”) credits/costs and Future Reimbursable Indirect Costs. | Organic Revenue* Total net sales excluding the impacts of currency and portfolio. | Corporate Adjusted Operating EBITDA* Total earnings (i.e. income (loss) before income taxes) before interest, depreciation, amortization, non-operating pension/OPEB benefit credits/costs and foreign exchange gains/losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items. | Corporate Adjusted Free Cash Flow* Total cash provided by/used for operating activities, less capital expenditures and removing the impact of separation-related transaction costs and other payment and cash inflows/outflows that are unusual in nature and/or infrequent in occurrence that neither related to the ordinary course of the Company’s business nor reflect the Company’s underlying business liquidity. | | * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures. | | | |

  88. Final Payout Factors

    Final Payout Factors The Committee approved an annual payout factor of 101.2% after year end based on the aggregate quarterly performance results.

  89. Performance Results

    | Metric | Q1 | Q2 | Q3 | Q4(a) | Total Payout | | Corporate Adjusted EPS | 63.4% | 38.5% | 55.2% | — | | | Organic Revenue | 19.5% | 18.9% | 25.1% | 93.6% | | | Corporate Adjusted Operating EBITDA | 18.7% | 14.7% | 16.9% | — | | | Corporate Adjusted Free Cash Flow | 0.0% | 22.4% | 17.8% | — | | | Quarterly Result | 101.6% | 94.5% | 115.1% | 93.6% | | | 25% Weighted Result | 25.4% | 23.6% | 28.8% | 23.4% | 101.2% |

  90. Individual Performance Factor

    | Name | Year-End Base Salary ($) | STIP Target Percentage | STIP Target Amount ($) | Payout Factor | Individual Performance Factor | Total STIP Payout Amount ($) | | Lori D. Koch | 1,250,000 | 150% | 1,875,000 | 101.2% | 100% | 1,897,500 | | Antonella B. Franzen | 750,000 | 100% | 750,000 | 101.2% | 115% | 872,850 | | Jeroen P. Bloemhard | 625,000 | 75% | 468,750 | 101.2% | 100% | 474,375 | | Erik T. Hoover | 700,000 | 100% | 700,000 | 101.2% | 100% | 708,400 | | Christopher P. Raia | 575,000 | 85% | 488,750 | 101.2% | 100% | 494,615 | | Edward D. Breen | — | — | 1,253,425(a) | 101.2% | 100% | 1,268,466 | | Jon D. Kemp(b) | — | — | — | — | — | — | | Leland G. Weaver | — | — | 501,370(c) | 101.2% | — | 507,386 |

  91. Individual Performance Factor

    | (a) As noted above, Mr. Breen was entitled to a prorated STIP award for time employed in 2025. Value reflects prorated target. |

  92. Individual Performance Factor

    | (b) As noted above, Mr. Kemp did not receive a 2025 STIP from the Company. Any 2025 STIP award would be payable by Qnity. |

  93. Individual Performance Factor

    | (c) As noted above, Mr. Weaver was entitled to a prorated STIP award on the greater of actual or target performance for time employed in 2025. Value reflects prorated target. |

  94. Individual Performance Factor

    Long-Term Incentive Compensation The Committee views long-term incentive compensation as a critical element of the executive compensation program that emphasizes long-term performance, enhances retention, and aligns executives’ interests with those of stockholders. Long-term incentives represent a sizable portion of an executive’s 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. If the reverse stock split and the reduction in the number of authorized shares described in this Proxy Statement is approved and becomes effective, outstanding equity awards will be adjusted in accordance with the terms of the Company’s equity plans to maintain economic equivalence; this adjustment will not change the intrinsic value of any awards. Considering the complexity of the then-anticipated Electronics Separation, the Committee determined to limit the use of PSU awards to the CEO and CFO, while the remaining executive officers received awards in the form of RSUs. In addition, the Committee approved adjustments to long-term incentive opportunities for certain executive officers to reflect role-specific considerations, align with market incentive opportunities, and support leadership continuity during the transition period. For Ms. Koch, the Committee recommended, and the Board approved, an increase in her long-term incentive target to $10 million and a $2 million enhancement to her 2025 award in light of her continued management of the Company throughout the completion of the Electronics Separation. For Ms. Franzen, the Committee increased her long-term incentive target to $2.5 million and approved a $0.5 million enhancement to her 2025 award to better align her compensation with market benchmarks. For Mr. Hoover and Mr. Raia, the Committee approved an enhanced 2025 long-term incentive award in recognition of their sustained contributions and expected future impact on the business. For Mr. Kemp, the Committee increased his long-term incentive target to $5 million in recognition of his expanded responsibilities as CEO-elect of Qnity during the pre-separation transition period. In 2026, the Company returned to granting all NEOs 60% of their awards in the form of PSUs and 40% as RSUs. No NEOs received enhanced values in 2026. The chart below illustrates the total 2025 long-term incentive award values for these executives, including one-time enhancements as described above.

  95. Individual Performance Factor

    | Name | RSU Grant Value ($)(a) | PSU Grant Value ($)(a)(b) | Total Grant Value ($)(a) | | Lori D. Koch | 4,800,000 | 7,200,000 | 12,000,000 | | Antonella B. Franzen | 1,200,000 | 1,800,000 | 3,000,000 | | Jeroen P. Bloemhard | 750,000 | — | 750,000 | | Erik T. Hoover | 2,000,000 | — | 2,000,000 | | Christopher P. Raia | 1,750,000 | — | 1,750,000 | | Edward D. Breen | 5,000,000 | — | 5,000,000 | | Jon D. Kemp | 5,000,000 | — | 5,000,000 | | Leland G. Weaver | 1,750,000 | — | 1,750,000 |

  96. 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. |

  97. 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. |

  98. Individual Performance Factor

    | Key Metrics The following definitions apply to the 2023, 2024 and 2025 PSU Awards. For an explanation of adjustments due to Significant Items, see “Adjustments” below: | | | | Corporate Adjusted 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 (“OPEB”) credits/costs and for the 2024 and 2025 PSU Awards the after-tax impact of future reimbursable indirect costs. | 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 and 2025 PSU Awards after-tax amortization of debt discount and after-tax future reimbursable indirect costs) divided by (Debt + Equity – Goodwill – Intangibles – Restricted Cash). | 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. 2025 PSU Awards

    2025 PSU Awards PSU awards are designed to align executive compensation and decision-making with Company performance over the long term, although, as discussed above, the Committee determined to only issue such awards to our CEO and CFO in 2025. The 2025 PSU metrics remain the same as in the three prior years. The 2025 PSUs are earned and vest based on the achievement of Adjusted ROIC and Corporate Adjusted 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. 2025 PSU Awards

    | Performance Metrics | Weighting | Measurement | Period | | Adjusted ROIC | 50% | • Performance is measured in three discrete periods. | January 1, 2025 – December 31, 2025 January 1, 2026 – December 31, 2026 January 1, 2027 – December 31, 2027 | | | | • 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. • Final performance is the average of the performance period results. | | | Corporate Adjusted Net Income | 50% | • Performance is measured in three discrete periods. | January 1, 2025 – December 31, 2025 January 1, 2026 – December 31, 2026 January 1, 2027 – December 31, 2027 | | | | • 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. • Final performance will be the average of the performance period results. | | | Relative TSR | Modifier | • Point-to-point against S&P 500 | January 1, 2025 – December 31, 2027 |

  101. 2025 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. 2025 PSU Awards

    The initial payout range of the PSUs is 0% to 200% depending on achievement versus Adjusted ROIC and Corporate Adjusted 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. Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution

    Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution

  104. Employer Method

    Employer Method Stock options, PSUs issued in 2025, and RSUs held by non-executives were generally adjusted using the “employer method” in connection with the Qnity distribution. This method adjusted outstanding equity awards held by employees who remained with DuPont following the Electronics Separation so that such awards only included DuPont units with these awards being adjusted to appropriately account for the value of the Qnity units the employees would have otherwise received.

  105. Shareholder Method

    Shareholder Method RSUs held by executives and non-employee directors, including the 2023 and 2024 PSU awards whose performance outcomes were determined as of immediately prior to the Electronics Separation, were generally adjusted using the “shareholder method.” This method adjusted all applicable outstanding DuPont equity awards by granting applicable recipients a Qnity-denominated award with one Qnity unit for every two outstanding DuPont units. The new Qnity awards carried the same terms and conditions as the corresponding DuPont awards.

  106. 2023 and 2024 PSU Award Performance Results

    2023 and 2024 PSU Award Performance Results

  107. Impact of Electronics Separation on Outstanding PSU Awards

    Impact of Electronics Separation on Outstanding PSU Awards The Committee determined that performance outcomes for the 2023 and 2024 PSU awards would be measured effective immediately prior to the closing of the Electronics Separation, and that all such outstanding PSU awards would be automatically converted into RSUs. This decision followed careful consideration of the significant impact the transaction would have on the ability to adjust targets and assess performance results consistently across two separate companies. As described below, the outstanding awards were converted based on projected performance outcomes relative to the applicable targets. The converted awards will continue to vest in accordance with the terms of the original awards, as applicable.

  108. 2023 PSU

    2023 PSU In May 2023, we issued the 2023 PSU awards. The 2023 PSU awards included performance goals based on Adjusted ROIC and Corporate Adjusted 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 2023 PSU award was assessed over a three-year period ending on December 31, 2025. Due to the Electronics Separation, actual results were used for determining a grantee’s performance outcomes for 2023 and 2024, while, for 2025, nine months of actual performance and three months of projected performance were used. Targets for the 2023 PSU were originally approved in May 2023, 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 2023 PSU award:

  109. 2023 PSU

    | Adjusted ROIC | | Corporate Adjusted Net Income | | TSR | | Payout Factor | | 0% | | 49.11% | | 1 | | 49.11% |

  110. 2023 Adjustments

    2023 Adjustments The Committee reviewed the impact of significant events to determine whether any adjustments were appropriate in order to align final award outcomes with a given recipient’s performance. The Committee used a disciplined approach to these adjustments including removal of events that could either positively or negatively impact an outcome in order to derive a more neutral assessment of a recipient’s performance results. After careful consideration, the Committee approved the adjustments described below, which were applied over the course of the applicable performance periods. Adjusted ROIC target was approved as the average ROIC over the three-year performance period. There were no adjustments to Adjusted ROIC in determination of the results. Corporate Adjusted Net Income was 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 the first year was based on projected performance, with the targets for second and third years determined by applying a pre-established growth rate of 7% to the actual performance in the prior year. There was no change to the approved discrete periods or pre-established growth rate of 7%. For 2023 performance results excluded the performance of Spectrum (acquired on August 1, 2023) and our historic Non-Core segment. Relative TSR was a point-to-point measurement based on the Company’s percentile ranking compared to the S&P 500. The price of the Company’s stock was based on the average closing price over the last 20 trading days as of October 27, 2025.

  111. 2023 Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Weighting | Weighted Payout | | 2023-2025 | 25.80% | 27.30% | 30.30% | 23.37% | 0.0% | 50.0% | 0.0% |

  112. 2023 Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Average Annual Payout | Weighted Payout | | 2023 | 1,368 | 1,697 | 2,052 | 1,537 | 75.7% | 98.22% | 49.11% | | 2024 | 1,316 | 1,645 | 1,974 | 1,716 | 121.7% | | | | 2025(b) | 1,469 | 1,836 | 2,203 | 1,816 | 97.3% | | |

  113. 2024 PSU

    2024 PSU In February 2024, we issued PSU awards. The metrics for the 2024 PSU awards included performance goals based on Adjusted ROIC and Corporate Adjusted Net Income, with each weighted at 50%, as well as a Relative TSR modifier based on Company TSR performance relative to the S&P 500. The grantees’ performance was assessed over a three-year period, which was scheduled to end on December 31, 2026. However, due to the Electronics Separation, the targets and results for these awards were adjusted to be assessed over a two-year period using actual 2024 results and, for 2025, nine months of actual performance and three months of projected performance. The Committee believed these changes were appropriate in light of the Electronics Separation and how such M&A activity could impact performance metrics 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 2024 PSU awards:

  114. 2024 PSU

    | Adjusted ROIC | | Corporate Adjusted Net Income | | TSR | | Payout Factor | | 55.43% | | 60.66% | | 1 | | 116.10% |

  115. 2024 PSU

    | 50 | |

  116. 2024 Adjustments

    2024 Adjustments The Committee reviewed the impact of significant events to determine whether any adjustments were appropriate in order to align final award outcomes with a given recipient’s performance. The Committee used a disciplined approach to these adjustments, including the removal of events that could either positively or negatively impact an outcome in order to derive a more neutral assessment of a recipient’s performance results. After careful consideration, the Committee approved the adjustments described below, which were applied over the course of the applicable performance periods. Adjusted ROIC was the average ROIC over the three-year performance period. The target was recalculated over two years assuming a 100 bps point improvement per year. Corporate Adjusted Net Income was 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 the first year was based on projected performance, with the targets for the second and third years determined by applying a pre-established growth rate of 7% to actual performance in the prior year. There was no change to the approved discrete periods or pre-established growth rate of 7%. As an adjustment, a recipient’s performance was measured in two discrete periods, with the final payout percentage calculated as the average of the annual payout percentages. Relative TSR was a point-to-point measurement based on the Company’s percentile ranking compared to the S&P 500. The price of the Company’s stock was based on the average closing price over the last 20 trading days as of October 27, 2025. The tables below detail the performance targets and actual results for each metric used to determine the payout factor: Adjusted ROIC

  117. 2024 Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Weighting | Weighted Payout | | 2024-2025 | 22.60% | 23.70% | 26.00% | 23.95% | 110.87% | 50.0% | 55.43% |

  118. 2024 Adjustments

    | Period | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Result | Payout % | Average Annual Payout | Weighted Payout | | 2024 | 1,258 | 1,573 | 1,888 | 1,716 | 145.4% | 121.33% | 60.66% | | 2025(b) | 1,469 | 1,836 | 2,203 | 1,816 | 97.3% | | |

  119. 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. |

  120. The Compensation Process

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

  121. 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 December 2024, taking into consideration the planned Electronics Separation, 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 2025, including when making 2025 compensation decisions for those executives who would continue with DuPont after the separation. The criteria utilized when revising the peer group were as follows:

  122. 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 2025.

  123. 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, 2025, each NEO either met or exceeded their ownership goal or was within the five-year period allowed to meet the guidelines.

  124. 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 the Company. In conducting the review in 2025, 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 Com mitt ee 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 flexibility and discretion to structure compensation appropriately, 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.

  125. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal years ended December 31, 2025, and, to the extent the individuals were NEOs in respect of such earlier years, the fiscal years ended December 31, 2024, and December 31, 2023.

  126. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(b) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(c) | All Other Compensation ($)(d) | Total ($) | | Lori D. Koch | 2025 | 1,242,313 | — | 12,547,711 | — | 1,897,500 | 0 | 446,726 | 16,134,250 | | Chief Executive Officer | 2024 | 1,012,500 | — | 9,338,611 | — | 2,014,200 | 1,324 | 202,048 | 12,568,683 | | | 2023 | 750,000 | — | 3,079,297 | — | 337,500 | 3,606 | 130,016 | 4,300,419 | | Antonella B. Franzen | 2025 | 741,667 | — | 3,136,972 | — | 872,850 | — | 188,685 | 4,940,174 | | Senior Vice President, Chief Financial Officer | 2024 | 564,583 | — | 2,301,503 | — | 783,300 | — | 63,069 | 3,712,455 | | Jeroen P. Bloemhard(e) | 2025 | 545,833 | 400,000 | 750,037 | — | 474,375 | — | 84,354 | 2,254,599 | | President, Healthcare & Water Technologies | | | | | | | | | | | Erik T. Hoover | 2025 | 687,500 | — | 2,000,017 | — | 708,400 | — | 134,260 | 3,530,177 | | Senior Vice President, General Counsel | 2024 | 625,000 | — | 1,521,646 | — | 804,281 | — | 88,006 | 3,038,933 | | | 2023 | 625,000 | — | 1,539,714 | — | 281,250 | — | 97,585 | 2,543,549 | | Christopher P. Raia | 2025 | 566,667 | — | 1,750,004 | — | 494,615 | — | 104,930 | 2,916,216 | | Senior Vice President, Chief Human Resources Officer | | | | | | | | | | | Edward D. Breen(f) | 2025 | 833,333 | — | 5,000,001 | — | 1,268,466 | — | 403,291 | 7,505,091 | | Former Executive Chairman | 2024 | 1,000,000 | — | 12,679,828 | — | 1,678,500 | — | 321,943 | 15,680,270 | | | 2023 | 1,000,000 | 5,000,000 | 12,830,188 | — | 675,000 | — | 349,783 | 19,854,971 | | Jon D. Kemp(g) | 2025 | 641,667 | — | 5,000,001 | — | — | 0 | 129,238 | 5,770,906 | | Former President, Electronics and Industrial | 2024 | 650,000 | — | 1,775,219 | — | 733,200 | 3,364 | 89,177 | 3,250,960 | | | 2023 | 650,000 | — | 1,796,278 | — | 235,300 | 18,328 | 109,945 | 2,809,851 | | Leland G. Weaver(h) | 2025 | 505,864 | — | 1,750,004 | — | 507,386 | 0 | 2,576,948 | 5,340,202 | | Former President, Water and Protection | 2024 | 591,667 | — | 1,775,219 | — | 664,800 | — | 89,881 | 3,121,567 | | | 2023 | 550,000 | — | 1,539,714 | — | 295,900 | 1,943 | 95,009 | 2,482,566 |

  127. Summary Compensation Table

    | 56 | |

  128. Summary Compensation Table

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

  129. Summary Compensation Table

    | (a) 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 in table, shown at target; at maximum payout, the value of the awards would be: Ms. Koch, $20,295,381 and Ms. Franzen, $5,073,933. 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, 2025. |

  130. Summary Compensation Table

    | (b) Individual Short-Term Incentive Compensation results are detailed in the Short-Term Incentive Compensation section of the CD&A and reflect income paid in 2026 for actual performance achieved in 2025. |

  131. Summary Compensation Table

    | (c) Messrs. Hoover, Bloemhard, Raia and Breen and Ms. Franzen were not participants in the DuPont Pension Restoration Plan. Ms. Koch and Messrs. Kemp and Weaver experienced a decrease of $39,703, $132,635, and $12,673 in 2025, respectively. DuPont does not credit participants in the non-qualified plans with above-market earnings; therefore, no such amounts are reflected here. |

  132. Summary Compensation Table

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

  133. Summary Compensation Table

    The following table details these amounts:

  134. Summary Compensation Table

    | Name | Post-Employment Payments ($)(1) | Perquisites and Other Personal Benefits ($)(2) | Contributions to Defined Contribution Plans ($) | | Lori D. Koch | — | 153,698 | 293,028 | | Antonella B. Franzen | — | 51,438 | 137,247 | | Jeroen P. Bloemhard | — | 10,000 | 74,354 | | Erik T. Hoover | — | — | 134,260 | | Christopher P. Raia | — | — | 104,930 | | Edward D. Breen | — | 177,226 | 226,065 | | Jon D. Kemp | — | 9,500 | 119,738 | | Leland G. Weaver | 2,462,116 | 10,000 | 104,832 |

  135. Summary Compensation Table

    | (1) Mr. Weaver’s Post-Employment Payments include severance and vacation paid out at termination. |

  136. Summary Compensation Table

    | (2) The NEOs received the following perquisites and other personal benefits: |

  137. Summary Compensation Table

    | i. | Ms. Koch: Personal use of Company aircraft ($153,223), and use of executive protection ground transportation services. |

  138. Summary Compensation Table

    | ii. | Ms. Franzen: Personal use of Company aircraft ($41,788). |

  139. Summary Compensation Table

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

  140. Summary Compensation Table

    | iv. | Mr. Breen: Personal use of Company aircraft ($177,226). |

  141. Summary Compensation Table

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

  142. Summary Compensation Table

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

  143. 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 former 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. |

  144. Summary Compensation Table

    | (e) Bonus amount for Mr. Bloemhard reflects a retention award related to the planned Electronics Separation that was executed before Mr. Bloemhard was named an executive officer and became payable in October 2025. |

  145. Summary Compensation Table

    | (f) Effective November 1, 2025, Mr. Breen transitioned from the role of Executive Chairman to non-executive Chairman. |

  146. Summary Compensation Table

    | (g) Effective November 1, 2025, Mr. Kemp resigned from his position as President, Electronics & Industrials in connection with the Electronics Separation. |

  147. Summary Compensation Table

    | (h) Effective November 1, 2025, Mr. Weaver left his position as President, Water & Protection in connection with the Electronics Separation. |

  148. Summary Compensation Table

    | 2026 Proxy Statement | 57 |

  149. 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. All equity awards are based on the actual units and values as of the original grant date and have not been converted to reflect the adjustments as described in the “Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution” section of the CD&A.

  150. 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 (#) | | | | Lori D. Koch | 2/21/2025 | 2/21/2025 | | 1,875,000 | 3,750,000 | | | | | | | | 2/21/2025 | 2/21/2025 | | | | | | | 58,788 | 4,800,040 | | | 2/21/2025 | 2/21/2025 | | | | 44,091 | 88,182 | 176,364 | | 7,747,671 | | Antonella B. Franzen | 2/20/2025 | 2/20/2025 | | 750,000 | 1,500,000 | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | 14,697 | 1,200,010 | | | 2/21/2025 | 2/20/2025 | | | | 11,023 | 22,046 | 44,092 | | 1,936,962 | | Jeroen P. Bloemhard(c) | 2/20/2025 | N/A | | 468,750 | 937,500 | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | 9,186 | 750,037 | | Erik T. Hoover | 2/20/2025 | 2/20/2025 | | 700,000 | 1,400,000 | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | 24,495 | 2,000,017 | | Christopher P. Raia | 2/20/2025 | 2/20/2025 | | 488,750 | 977,500 | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | 21,433 | 1,750,004 | | Edward D. Breen | 2/21/2025 | 2/21/2025 | | 1,500,000 | 3,000,000 | | | | | | | | 2/21/2025 | 2/21/2025 | | | | | | | 61,237 | 5,000,001 | | Jon D. Kemp | 2/20/2025 | 2/20/2025 | | 800,000 | 1,600,000 | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | 61,237 | 5,000,001 | | Leland G. Weaver | 2/20/2025 | 2/20/2025 | | 600,000 | 1,200,000 | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | 21,433 | 1,750,004 |

  151. Grants of Plan-Based Awards

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

  152. 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. |

  153. Grants of Plan-Based Awards

    | (c) Mr. Bloemhard was not an executive officer at the time his 2025 Non-Equity Incentive Plan Award was granted. |

  154. Grants of Plan-Based Awards

    | 58 | |

  155. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2025. The table contains outstanding equity grants from the current year and past years, including awards denominated in Dow or Corteva common stock as a result of the spin-off of those companies in 2019 and Qnity common stock as a result of the separation in 2025. Awards denominated in DuPont common stock have been adjusted as described in the “Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution” section of the CD&A.

  156. Outstanding Equity Awards

    | Name | 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) | | Lori Koch | 02/02/2017 | DD | 6,935 | — | 36.28 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 2,932 | — | 43.87 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 59,882 | — | 27.93 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 133,785 | — | 22.62 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 83,875 | — | 30.86 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 81,515 | — | 31.73 | 02/22/2032 | | | | | | | 05/04/2023 | DD | | | | | 6,602 | 265,412 | | | | | 02/15/2024 | DD | | | | | 12,174 | 489,389 | | | | | 02/15/2024 | DD | | | | | 31,799* | 1,278,322 | | | | | 05/31/2024 | DD | | | | | 20,240 | 813,662 | | | | | 05/31/2024 | DD | | | | | 52,713* | 2,119,052 | | | | | 02/21/2025 | DD | | | | | 60,065 | 2,414,618 | 208,577 | 8,384,795 | | | 02/15/2018 | DOW | 1,240 | — | 72.78 | 02/14/2028 | | | | | | | 05/04/2023 | Q | | | | | 3,288 | 268,468 | | | | | 02/15/2024 | Q | | | | | 6,062 | 494,949 | | | | | 02/15/2024 | Q | | | | | 15,834* | 1,292,845 | | | | | 05/31/2024 | Q | | | | | 10,079 | 822,947 | | | | | 05/31/2024 | Q | | | | | 26,248* | 2,143,169 | | | | | 02/21/2025 | Q | | | | | 29,909 | 2,442,052 | | | | Antonella Franzen | 05/04/2023 | DD | | | | | 529 | 21,246 | | | | | 02/15/2024 | DD | | | | | 812 | 32,653 | | | | | 02/15/2024 | DD | | | | | 2,121* | 85,250 | | | | | 05/31/2024 | DD | | | | | 6,747 | 271,248 | | | | | 05/31/2024 | DD | | | | | 17,571* | 706,351 | | | | | 02/21/2025 | DD | | | | | 15,016 | 603,655 | 52,146 | 2,096,269 | | | 05/04/2023 | Q | | | | | 263 | 21,487 | | | | | 02/15/2024 | Q | | | | | 404 | 33,024 | | | | | 02/15/2024 | Q | | | | | 1,056* | 86,218 | | | | | 05/31/2024 | Q | | | | | 3,360 | 274,330 | | | | | 05/31/2024 | Q | | | | | 8,750* | 714,417 | | | | | 02/21/2025 | Q | | | | | 7,478 | 610,554 | | |

  157. Outstanding Equity Awards

    | 2026 Proxy Statement | 59 |

  158. Outstanding Equity Awards

    | Name | 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) | | Jeroen Bloemhard | 02/15/2024 | DD | | | | | 1,420 | 57,092 | | | | | 02/15/2024 | DD | | | | | 3,628* | 145,848 | | | | | 02/21/2025 | DD | | | | | 9,386 | 377,300 | | | | | 02/15/2024 | Q | | | | | 707 | 57,741 | | | | | 02/15/2024 | Q | | | | | 1,806* | 147,491 | | | | | 02/21/2025 | Q | | | | | 4,673 | 381,586 | | | | Erik Hoover | 02/02/2017 | DD | 12,611 | — | 36.28 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 20,398 | — | 43.87 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 119,762 | — | 27.93 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 56,189 | — | 22.62 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 33,551 | — | 30.86 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 40,758 | — | 31.73 | 02/22/2032 | | | | | | | 05/04/2023 | DD | | | | | 3,301 | 132,706 | | | | | 02/15/2024 | DD | | | | | 6,087 | 244,715 | | | | | 02/15/2024 | DD | | | | | 15,900* | 639,162 | | | | | 02/21/2025 | DD | | | | | 25,027 | 1,006,091 | | | | | 02/15/2018 | CTVA | 8,624 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 8,624 | — | 72.78 | 02/14/2028 | | | | | | | 05/04/2023 | Q | | | | | 1,644 | 134,254 | | | | | 02/15/2024 | Q | | | | | 3,031 | 247,495 | | | | | 02/15/2024 | Q | | | | | 7,918* | 646,464 | | | | | 02/21/2025 | Q | | | | | 12,462 | 1,017,563 | | | | Christopher Raia | 08/05/2019 | DD | 39,921 | — | 27.93 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 10,702 | — | 22.62 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 27,960 | — | 30.86 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 33,965 | — | 31.73 | 02/22/2032 | | | | | | | 05/04/2023 | DD | | | | | 2,750 | 110,561 | | | | | 02/15/2024 | DD | | | | | 5,072 | 203,888 | | | | | 02/15/2024 | DD | | | | | 13,250* | 532,641 | | | | | 02/21/2025 | DD | | | | | 21,899 | 880,324 | | | | | 05/04/2023 | Q | | | | | 1,369 | 111,817 | | | | | 02/15/2024 | Q | | | | | 2,525 | 206,204 | | | | | 02/15/2024 | Q | | | | | 6,598* | 538,733 | | | | | 02/21/2025 | Q | | | | | 10,905 | 890,367 | | | | Edward D. Breen | 05/13/2015 | DD | | | | | 1,048 | 42,122 | | | | | 06/05/2015 | DD | | | | | 161 | 6,464 | | | | | 02/02/2017 | DD | 269,537 | — | 36.28 | 02/01/2027 | | | | | | | 11/06/2017 | DD | 84,890 | — | 42.89 | 11/05/2027 | | | | |

  159. Outstanding Equity Awards

    | 60 | |

  160. Outstanding Equity Awards

    | Name | 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) | | | 02/15/2018 | DD | 647,677 | — | 43.87 | 02/14/2028 | | | | | | | 08/03/2020 | DD | 535,136 | — | 22.62 | 08/02/2030 | | | | | | | 03/02/2021 | DD | 307,545 | — | 30.86 | 03/01/2031 | | | | | | | 02/23/2022 | DD | 339,646 | — | 31.73 | 02/22/2032 | | | | | | | 05/04/2023 | DD | | | | | 26,345 | 1,059,073 | | | | | 02/15/2024 | DD | | | | | 48,580 | 1,952,913 | | | | | 02/15/2024 | DD | | | | | 77,551* | 3,117,556 | | | | | 02/21/2025 | DD | | | | | 59,925 | 2,408,998 | | | | | 05/13/2015 | CTVA | | | | | 999 | 66,981 | | | | | 06/05/2015 | CTVA | | | | | 153 | 10,279 | | | | | 05/13/2015 | DOW | | | | | 1,348 | 31,508 | | | | | 06/05/2015 | DOW | | | | | 207 | 4,835 | | | | | 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 | | | | | | | 05/13/2015 | Q | | | | | 522 | 42,641 | | | | | 06/05/2015 | Q | | | | | 81 | 6,578 | | | | | 05/04/2023 | Q | | | | | 13,118.76 | 1,071,147 | | | | | 02/15/2024 | Q | | | | | 24,190 | 1,975,101 | | | | | 02/15/2024 | Q | | | | | 38,609* | 3,152,401 | | | | | 02/21/2025 | Q | | | | | 29,834 | 2,435,965 | | | | Jon Kemp | 02/15/2018 | DOW | 12,128 | — | 72.78 | 02/14/2028 | | | | | | Leland Weaver | 02/03/2016 | DD | 6,658 | — | 28.00 | 02/02/2026 | | | | | | | 02/02/2017 | DD | 9,144 | — | 36.28 | 02/01/2027 | | | | | | | 02/15/2018 | DD | 3,058 | — | 43.87 | 02/14/2028 | | | | | | | 08/05/2019 | DD | 19,960 | — | 27.93 | 08/04/2029 | | | | | | | 02/19/2020 | DD | 6,154 | — | 22.62 | 02/18/2030 | | | | | | | 03/02/2021 | DD | 6,991 | — | 30.86 | 03/01/2031 | | | | | | | 09/01/2021 | DD | 32,537 | — | 31.05 | 08/31/2031 | | | | | | | 02/23/2022 | DD | 40,758 | — | 31.73 | 02/22/2032 | | | | | | | 02/15/2024 | DD | | | | | 11,336* | 455,704 | | | | | 02/15/2018 | CTVA | 1,293 | — | 41.94 | 02/14/2028 | | | | | | | 02/15/2018 | DOW | 1,293 | — | 72.78 | 02/14/2028 | | | | | | | 02/15/2024 | Q | | | | | 5,645* | 460,923 | | |

  161. 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. |

  162. 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. Values marked with “*” are PSU awards that were converted to RSU awards as described in the “Impact of Electronics Separation on Outstanding PSU Awards“ section of the CD&A and will vest December 31, 2026. 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. |

  163. Outstanding Equity Awards

    | (c) Market values based on the December 31, 2025, close stock price of $40.20 per share of DuPont common stock, $67.03 per share of Corteva common stock, $23.38 per share of Dow common stock, and $81.65 per share of Qnity common stock. |

  164. Outstanding Equity Awards

    | (d) PSUs granted February 21, 2025, 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. |

  165. Outstanding Equity Awards

    | 2026 Proxy Statement | 61 |

  166. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the number of shares of DuPont Common Stock acquired upon exercise of stock options and the vesting of RSUs and PSUs during 2025.

  167. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Lori D. Koch | 9,011 | 103,283 | 61,365 | 4,204,747 | | Antonella B. Franzen | — | — | 14,463 | 1,082,012 | | Jeroen P. Bloemhard | — | — | 777 | 61,807 | | Erik T. Hoover | 6,005 | 70,829 | 25,719 | 1,768,900 | | Christopher P. Raia | — | — | 21,435 | 1,474,223 | | Edward D. Breen | — | — | 209,287 | 14,442,147 | | Jon D. Kemp | — | — | 21,498 | 1,719,959 | | Leland G. Weaver | — | — | 53,246 | 2,726,609 |

  168. Option Exercises and Stock Vested

    | (a) Reflects delivery of shares from the 2022 PSU grant, which vested on December 31, 2024 and was paid out in February 2025, the 2022, 2023, and 2024 Annual RSU grants, and the 2023 PSU grants that were converted to RSUs as described in the “Treatment of Equity Awards Outstanding at the Time of the Qnity Distribution” section of the CD&A. In addition, Messrs. Bloemhard and Breen had shares delivered for the payment of FICA and Medicare taxes on outstanding awards related to their eligibility for award treatment under 55/10; Ms. Franzen had shares delivered under her 2022 special award grant; and Mr. Weaver had shares delivered upon his separation from the Company. |

  169. Option Exercises and Stock Vested

    We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like equity awards. 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. In the event we 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.

  170. Option Exercises and Stock Vested

    | 62 | |

  171. 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. |

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

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

  173. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information is provided about the relationship of the annual total compensation of the Company’s employees (other than the CEO) and the annual total compensation for the CEO, Lori D. Koch. Ms. Koch became our principal executive officer upon Mr. Breen’s transition from Executive Chairman to non-executive Chairman. We calculated the estimated ratio of CEO pay to median employee pay for 2025 using the following data:

  174. CEO Pay Ratio

    | • | The annual total compensation for the median employee was $85,492, determined in the same manner used to calculate total compensation for purposes of the Summary Compensation Table, and |

  175. CEO Pay Ratio

    | • | The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $16,134,250. |

  176. CEO Pay Ratio

    Based on the calculation of compensation for both the CEO and the median employee, the estimated ratio of CEO pay to median employee pay for 2025 was 189:1. For further information on the calculation of Ms. Koch’s annual total compensation, see the Summary Compensation Table above. 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 2025 from the population of all employees worldwide as of November 2, 2025, utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2025 for hourly workers, and upon salary levels for the remaining employees. The Company used a valid statistical sampling methodology to identify employees 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.

  177. CEO Pay Ratio

    | 70 | |

  178. 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 five 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 2025 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.

  179. 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) ($) | | 2025 | 16,134,250 | 7,505,091 | 18,320,887 | 834,807 | 4,125,379 | 2,551,013 | 169 | 190 | 88 | 1.68 | | 2024 | N/A | 15,680,270 | N/A | 15,441,997 | 5,138,520 | 4,996,889 | 131 | 176 | 703 | 4.07 | | 2023 | N/A | 19,854,971 | N/A | 24,510,953 | 3,240,502 | 3,724,388 | 129 | 150 | 423 | 3.48 | | 2022 | N/A | 25,584,297 | N/A | 19,098,666 | 3,276,034 | 2,296,364 | 113 | 127 | 5,868 | 3.41 | | 2021 | N/A | 15,106,986 | N/A | 19,419,485 | 5,938,960 | 5,015,787 | 131 | 135 | 6,467 | 4.30 |

  180. 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: |

  181. 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 2027 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 11, 2026, and the close of business on December 11, 2026. 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.