Corteva, Inc.
For the period ended Apr 30, 2025. Filed Mar 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2025 · Filed Mar 21, 2025
Contents
Board Composition
Our Board is elected annually and currently consists of twelve members, with Mr. Page serving as its Chair.
Our Board believes in maintaining a diverse and well-rounded membership, complete with qualifications, skills, and experience that support not only the Company’s business needs, but that also provide a current, holistic approach to the Company’s business model as a whole. Our Board has developed a deep and varied skill set, with a membership that reflects a comprehensive spectrum of both professional and personal experiences. The Board is committed to inclusion at the Board level and has taken steps to identify and attract candidates, which are diverse with respect to skills, experience, education, gender, ethnicity, race, nationality, and age, skills, and experience in the context of the needs of the Board in the pool of potential candidates under consideration, while balancing the need to identify and attract candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board.
The Governance and Compliance Committee, along with our Board, believe that our stockholders benefit from a Board drawing upon a broad array of experiences and backgrounds. Consistent with our priorities, the Board has nominated a strong slate of candidates consisting of: Lamberto Andreotti; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Marcos M. Lutz; Charles V. Magro, Nayaki R. Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. The below metrics regarding our director nominee slate demonstrates the results of our ongoing refreshment priorities.
| Gender Diversity | Ethnic/Racial Diversity | Non-U.S. Born |
| 92% | 5 years | 66 years |
| Independence | Average Tenure | Average Age |
18 | Corteva 2025 Proxy Statement
The Governance and Compliance Committee and the Board carefully considered the qualifications, skills, and experience of each nominee when concluding that this year’s nominees should serve on the Board. The chart below highlights certain of the diverse sets of skills, knowledge, background, attributes, and experience that are represented on our Board:
CORTEVA BOARD OF DIRECTORSSKILLS, EXPERIENCE & ATTRIBUTES MATRIX
Skills and Experience
C-Suite Executive Leadership ExperienceBusiness and strategic management experience from service in a significant leadership position, such as CEO, CFO or other senior executive role
Other Public Company Board Service (within last 5 years)Experience serving on the boards of other public companies, which provides an understanding of corporate governance practices and the dynamics and operation of a corporate board, management accountability and protecting shareholder interests
Agriculture and/or Chemical Industry ExperienceIn-depth knowledge of our industry, operations, and competitive environment
Accounting/Finance/Financial Reporting ExpertiseExperience as a principal financial officer, principal accounting officer, controller, public accountant, auditor, or experience actively supervising such person(s); possessing deep financial literacy and understanding of financial reporting, budgeting, and financial strategy
Capital Markets ExpertiseExperience and understanding of capital markets, their structure, and how to best participate in such markets; in-depth understanding of investor perspectives; significant merger and acquisition experience
Science and InnovationStrong science or biotech background and/or R&D experience
Information Technology/Cybersecurity/ Digital/Artificial IntelligenceExperience with driving technological innovation for business efficiency and revenue opportunities; experience managing/mitigating cybersecurity risks
Government/RegulatoryExperience with regulated businesses, regulatory requirements and interacting with regulators and members of government or prior service in government
Human Capital/Talent ManagementExperience with compensation, attracting and retaining top talent, development and succession planning
International/Global Business ExperienceGlobal business experience, including managing and growing organizations outside the U.S.
Environmental/Sustainability/ Corporate ResponsibilityExperience in managing environmental, corporate responsibility and sustainability initiatives and their relationship to the company’s business and strategy
CORTEVA BOARD OF DIRECTORSSKILLS, EXPERIENCE & ATTRIBUTES MATRIX(1)
Diversity Attributes
Female
Male
American Indian or Native Alaskan
Asian
Black or African American
Hispanic or Latino
Native Hawaiian or Pacific Islander
White
Non-U.S. born or Non-U.S. citizen
Military Service
(1)
We survey the diversity attributes of our Board, however, director nominees retain the right not to self-identify. Each of the 2025 director nominees declined to identify their sexual orientation.
RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR
In accordance with the recommendation of the Governance and Compliance Committee, the Board has nominated each of its 12 director nominees to serve for a one-year term that expires at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Meeting”), or until their successors are elected and qualified. Each of the director nominees has expressed his or her willingness to serve.
The Board unanimously recommends a vote FOR the election of ALL of the named director nominees as Directors of the Board.
The Company benefits from an experienced, engaged, diverse, and independent board of directors with directors that have a deep knowledge of the Company’s business. Assuming each of the Board’s nominees is elected, our Board will consist of twelve highly qualified directors, eleven of whom will be independent. Collectively, the Board reflects the diversity of operational expertise and experience necessary to oversee the Company’s strategic direction, operational execution and performance enhancements, and efforts to drive long-term stockholder value.
As provided by Article 2.7 of the Company’s Bylaws, directors will be elected by a vote of a majority of the votes cast. A majority of the votes cast means that the number of votes FOR a nominee must exceed the number of votes AGAINST that nominee. In an uncontested election, abstentions and broker non-votes will not be counted as votes cast either for or against the nominees and therefore will have no effect on the election of the nominees.
Under our Corporate Governance Guidelines, if a nominee who already serves as a director is not elected, that nominee shall offer to tender his or her resignation to the Board. The Governance and Compliance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting information, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided.
The NYSE rules do not permit brokers with discretionary authority to vote in the election of directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will abstain from voting on your behalf and your shares will not be voted in the election of directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker.
20 | Corteva 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.