Corteva, Inc.
For the period ended Apr 30, 2025. Filed Mar 21, 2025.
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Apr 30, 2025 · Filed Mar 21, 2025
Contents
Components of Our Executive Compensation Program
The components of Corteva’s executive compensation program align with its executive compensation philosophy.
DIRECT COMPENSATION COMPONENTS
| Pay Element | Role in Program/Objectives | How Amounts Are Determined |
|---|---|---|
| Base salary | •Provides regular source of income for NEOs•Provides foundation for other pay components (i.e., PRP targets expressed as a percentage of base salary) | Based on a range of factors, including peer data, market pay surveys, business results, and individual performance |
| PRP awards | •Align executives with annual goals and objectives•Create a direct link between executive pay and annual financial and operational performance | Actual payout is based on financial performance of Company, modified as applicable by sustainability performance |
| LTI awards | •Link pay and performance — accelerate growth, profitability, and stockholder return•Align the interests of executives with stockholders•Balance plan costs, such as accounting and dilution, with employee-perceived value, potential earning opportunity, and employee share ownership objectives | Actual value realized is based on Company performance over a multi-year time frame and/or is linked to stock price |
38 | Corteva 2025 Proxy Statement
Performance metrics for our short- and long-term incentive programs for our NEOs are established typically at the beginning of the calendar year in February. Adjustments to incentive award terms and conditions or criteria may be made by the Committee to recognize unusual or infrequent events affecting the Company or its financial statements, or due to changes in applicable laws, regulations, or accounting principles that are unrelated to the underlying operational performance of the Company. These adjustments can have either a positive or negative impact on award payouts.
On March 1, 2023, Corteva completed its acquisitions of the Stoller Group, Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies (together "the Biologicals acquisitions"). With respect to PSU awards, the Committee excludes the impact of the sales, costs, and assets and liabilities from acquisitions completed during the performance year, if the performance payout is impacted plus or minus 5%. Additionally, with respect to PSU awards, the Committee excludes the impact of acquisitions which occur when more than 50% of the applicable performance award is complete. If 50% or more of the applicable performance period remains, performance targets may be adjusted for each of the performance years impacted by the acquisitions (year of acquisition plus years following). Consistent with this framework, the targets for the 2022-2024 PSU awards were adjusted to reflect the impact of the Biologicals acquisitions. See 2022-2024 Annual PSU Awards (PSUs Payable in 2025) for more information.
Target Compensation Pay Mix
To reinforce our pay-for-performance philosophy, Corteva targets a significant portion of our NEOs’ compensation to be “at risk”, tying each NEO’s compensation to the Company’s financial performance, the executive’s continued employment with the Company, and the performance of the Company’s common stock as indicated by our share price. We believe this approach motivates executives to consider the impact of their decisions on stockholder value.
2024 TARGET COMPENSATION MIX AND “PAY AT RISK”
| CEO | Other NEOs |
|---|---|
| •90% of targeted Total Direct Compensation (“TDC”) for the CEO at risk•16% of the at-risk pay is tied to achievement of annual incentive goals, and 84% is tied to achievement of financial goals and/or share price over a multi-year period | •On average, 78% of TDC for the other NEOs is at risk•On average, 27% of the at-risk pay is tied to achievement of annual incentive goals, and 73% is tied to achievement of financial goals and/or share price over a multi-year period |
Benefits, Retirement and Other Compensation Components
In addition to the annual and long-term direct compensation programs designed to align pay with performance, we provide our executives with additional compensation elements including: health and welfare, paid time off, and other benefits, retirement plans, and limited perquisites.
| Pay Element | Role in Program/Objectives | How Amounts Are Determined |
|---|---|---|
| Standard health, welfare,paid time off, and otherbenefits provided toother employees | •Same tax-qualified retirement, medical, dental, vacation benefit, life insurance, and disability plans provided to other employees | Tax-qualified plans are targeted to peer group median in the aggregate |
| Non-qualified retirement and deferred compensation plansprovided to other employees | •Nonqualified retirement plans that restore benefits above the Internal Revenue Code (“IRC”) limits for tax-qualified retirement plans as provided to other eligible employees•Nonqualified deferred compensation plan that allows for deferral of base salary, PRP and LTI awards | Nonqualified retirement plans are provided to restore benefits lost due to IRC limits |
| Change in Control andExecutive Severancebenefits | •Severance benefits upon a change in control and qualifying termination (double-trigger) provided to ensure continuity of management in a potential change in control environment•A change in control does not automatically entitle an executive to this severance benefit. An executive must lose his/her job within a defined period surrounding the change in control (see Change in Control and Executive Severance Benefits below for more details)•Severance benefits not associated with a change in control provided as a component of overall competitive compensation and benefit employment package at senior executive levels in the organization | Benefits provided are a function of both the termination reason (i.e., whether or not associated with a change in control) and the executive level |
| Limited perquisites | •Personal financial counseling (excluding tax preparation) at a cost of generally less than $10,000 per NEO•Executive Physical•Relocation expenses under a Corteva relocation policy generally applicable to its management employees•Company aircraft travel | Amounts are determined by market rates |
Perquisites
Corteva’s general policy is to limit perquisites and other personal benefits to NEOs. However, these personal benefits may be provided to remain competitive with market practices or when they provide a benefit to the Company. For perquisites and other personal benefits, the Committee expects to pay amounts as determined by market practices and rates, or as established by applicable Company security policies or benefit programs applicable to all employees or all management-level employees. For additional information on perquisite and other benefit compensation, see the "2024 Summary Compensation Table".
40 | Corteva 2025 Proxy Statement
Change in Control and Executive Severance Benefits
To ensure that executives remain focused on Corteva business during a period of uncertainty that may arise in the case of a potential change in control, and to maintain the competitiveness of our overall executive compensation and benefit offerings, the Company maintains the Corteva, Inc. Change in Control and Executive Severance Plan. Each of the NEOs is a participant in the plan. For any benefits to be earned under the plan in association with a change in control, a change in control must occur and the executive’s employment must be terminated within two years following the change in control event, either by the Company without cause or by the executive for good reason (often called a “double trigger”). Under the Change in Control and Executive Severance Plan the CEO severance payout factor is 2.99.
The plan requires a release of claims as a condition to the payment of benefits and includes one-year non-competition and non-solicitation provisions and additional non-disparagement and confidentiality provisions. For additional information about benefits under the Change in Control and Executive Severance Plan see "Potential Payments Upon Termination or Change in Control".
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