Corteva, Inc.
For the period ended Apr 30, 2025. Filed Mar 21, 2025.
View on SEC.govAbout this filing
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
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.
| Annual Meeting of Stockholders | |||
| Date and TimeApril 30, 20258:00 a.m. Eastern Daylight Time | PlaceVirtually at:www.virtualshareholdermeeting.com/CTVA2025 | Record DateMarch 5, 2025 | |
Meeting Agenda and Voting Recommendations
| Agenda Item · Board Recommendation · Page | |||
|---|---|---|---|
| 1: | Election of Directors | FOR all board nominees | 18 |
| 2: | Advisory Resolution to Approve Executive Compensation | FOR | 64 |
| 3: | Ratification of the Appointment of the Independent Registered Public Accounting Firm | FOR | 65 |
Corteva 2025 Proxy Statement |ii
Corteva’s Background
Corteva is a global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world’s most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, Corteva is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, by equipping farmers with the superior agricultural technologies. Corteva leverages its competitive advantages to deliver reliable earnings, while taking actions to drive margin expansion and increase operating efficiency. At the same time, Corteva maintains a disciplined approach to capital allocation, balancing its investment in ongoing growth priorities with the return of capital to stockholders.
iii | Corteva 2025 Proxy Statement
Director Nominees
You are being asked to vote on the election of 12 directors: 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. All directors are elected annually. Detailed information about the Board nominees’ background, skills, expertise, and personal attributes can be found in Agenda Item 1 (Election of Directors).
| NameAgeCurrent Position · Independent · AuditCommittee · GovernanceandComplianceCommittee · People andCompensationCommittee · SustainabilityandInnovationCommittee · OtherCurrentPublicBoards | |
|---|---|
| (As of the date of this Proxy Statement) | |
| Lamberto AndreottiAge 74Retired Chair & Chief Executive Officer,Bristol-Myers Squibb | 0 |
| Klaus A. Engel, Ph.D.Age 68Retired Chief Executive Officer, Evonik Industries | 0 |
| David C. EverittAge 72Retired Agricultural & Turf Division President,Deere & Company | 3 |
| Janet P. GiesselmanAge 70Retired President and General Manager,Dow Oil & Gas | 2 |
| Karen H. GrimesAge 68Retired Senior Managing Director & Partner,Wellington Management | 2 |
| Michael O. JohannsAge 74Retired U.S. Senator and U.S. Secretary of Agriculture | 1 |
| Marcos M. LutzAge 55Chief Executive Officer, Ultrapar Participações S.A. | 1 |
| Charles V. MagroAge 55Chief Executive Officer, Corteva, Inc. | 1 |
| Nayaki R. NayyarAge 54Chief Executive Officer, Siteimprove A/S | 1 |
| Gregory R. PageAge 73Retired Chair & Chief Executive Officer,Cargill, Incorporated | 3 |
| Kerry J. PreeteAge 64Retired Executive VP & Chief Strategy Officer,Monsanto Company | 1 |
| Patrick J. WardAge 61Retired Chief Financial Officer, Cummins Inc. | 1 |
C = Chair
Corteva 2025 Proxy Statement |iv
The table below sets forth key metrics and attributes regarding our director nominee slate.
| Gender Diversity | Ethnic/Racial Diversity | Non-U.S. Born |
|---|---|---|
| 92% Independent | 5 years Average Tenure | 66 years Average Age |
| 11 of 12 Director nominees are independent | ||
| Independent Board committees | ||
| Corporate Governance Best Practices As part of Corteva’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized below, are described in more detail beginning on page 4 of the Proxy Statement and on the Company’s website at https://investors.corteva.com. | Annual Board elections | |
| Director elections by a majority of votes cast | ||
| Directors not elected by a majority of votes cast are subject to the Company’s resignation policy | ||
| Independent Director executive sessions | ||
| Annual Board, committee, and individual director evaluations | ||
| Director orientation and education | ||
| Non-employee directors are required to hold equity compensation until minimum stock ownership guideline is met | ||
| Non-employee director stock ownership requirement of 5 times their annual cash retainer within 5 years | ||
| Executives and directors prohibited from hedging or pledging Company stock | ||
| Stockholder right to call special meetings (25% ownership threshold) | ||
| No super-majority stockholder voting requirements | ||
| Eligible stockholders are able to nominate directors through proxy access | ||
v | Corteva 2025 Proxy Statement
The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:
KEY EXECUTIVE COMPENSATION PRACTICES
Performance metrics to align pay with performance with a structure designed to discourage excessive risk-taking
Balanced short-term and long-term incentives using multiple performance metrics, which balance achieving near-term targets with investing for sustainable long-term growth through innovation
Rigorous stock ownership and retention requirements for our named executive officers
Significant focus on performance-based pay
A comprehensive compensation clawback policy
An independent compensation consultant to review and advise on executive compensation
Tally sheets to monitor executive compensation
Regular reviews of the People and Compensation Committee charter to ensure independence and adherence to best practices and priorities
Regular reviews of our peer group with the People and Compensation Committee to ensure appropriate benchmarking of our compensation programs
Annual say-on-pay votes
A sustainability modifier in our short-term incentive plan to hold executives accountable for incremental progress toward the Company’s sustainability objectives
Regular engagement with our investors on the Company’s strategy, governance, and compensation programs
No single-trigger change in control agreements
Prohibition on hedging and pledging of Corteva securities by our executives and directors
Prohibition on option repricing, reloads, exchanges or options granted below market value
No tax gross-ups on benefits and perquisites (except for limited mobility benefits)
No dividends paid on unvested or unearned performance share units
Corteva 2025 Proxy Statement |vi
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 30, 2025 The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com Stockholders may request their proxy materials be delivered to them electronically in 2025 by visiting www.investordelivery.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.