DuPont de Nemours Inc
For the period ended May 23, 2024. Filed Apr 5, 2024.
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.
May 23, 2024 · Filed Apr 5, 2024
Contents
Proxy Statement Summary
Proxy Statement
Summary
Annual Meeting of Stockholders
Date and Time
May 23, 2024
1:00 P.M. Eastern Daylight Time
Place
Online at
www.virtualshareholdermeeting.com/DD2024
Record Date
March 28, 2024
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.
Meeting Agenda and Voting Recommendations
| Agenda Item · BoardRecommendation · Page | |||
|---|---|---|---|
| 1 | Election of Directors | For Each Nominee | 21 |
| 2 | Advisory Resolution to Approve Executive Compensation | For | 75 |
| 3 | Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation | Every One Year | 76 |
| 4 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | For | 77 |
| 5 | Stockholder Proposal – Amend Clawback Policy for Unearned Pay for Each NEO | Against | 81 |
| 2024 Proxy Statement | 1 |
Proxy Statement Summary
| About DuPont We are a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety. We were formed in 2015 as DowDuPont Inc. for the purpose of effecting an all-stock merger of equals transaction between The Dow Chemical Company (“TDCC”) and E. I. du Pont de Nemours and Company (“EID”). Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, TDCC and EID each merged with subsidiaries of DowDuPont Inc. and, as a result, TDCC and EID became subsidiaries of DowDuPont (the “DWDP Merger”). Prior to the DWDP Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the merger agreement for the DWDP Merger. On April 1, 2019, we completed the separation of the materials science business through the spin-off of Dow Inc. (“Dow”), including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, we completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”), including Corteva’s subsidiary EID, (the “Corteva Distribution” and together with the Dow Distribution, the “DWDP Distributions”). The evolution of our portfolio of businesses continued with the closing of the divestiture of our Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrances Inc. (“IFF”) on February 1, 2021 and the acquisition of Laird Performance Materials on July 1, 2021. On February 18, 2022, we announced the entry into an agreement with Celanese Corporation (“Celanese”) to divest the majority of our historic Mobility & Materials (“M&M”) segment, excluding certain Advanced Solutions and Performance Resins businesses (the “M&M Divestiture”). We also announced on February 18, 2022, that our Board had approved the divestiture of the Delrin® acetal homopolymer (H-POM) business (“Delrin®” and such divestiture, the “Delrin® Divestiture”), subject to entry into a definitive agreement and satisfaction of closing conditions. The Delrin® Divestiture, together with the M&M Divestiture, are referred to as the “M&M Divestitures.” On November 1, 2022, we completed the M&M Divestiture and on November 1, 2023 we completed the Delrin® Divestiture with the sale of an 80.1% ownership interest in Delrin® to an affiliate of TJC LP. We acquired a 19.9 percent non-controlling interest and a $350 million note receivable in connection with the Delrin® Divestiture. On August 1, 2023, we also completed the acquisition of Spectrum Plastics Group (“Spectrum”), a recognized leader in specialty medical devices and components markets. To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information about the Company’s 2023 financial performance, our key corporate governance policies and practices, and key executive compensation actions and decisions. The following description is only a summary. For more complete information about these topics, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and this Proxy Statement. | 2023 FinancialPerformance Highlights $12.1B Full year 2023 Net Sales $533M Full year 2023 GAAP incomefrom continuing operations $2.9B Full year 2023 OperatingEBITDA* $1.09 Full year 2023 GAAP EPS fromcontinuing operations $3.48 Full year 2023 Adjusted EPS* * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures. |
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Proxy Statement Summary
Director Nominees
You are being asked to vote on the election of 12 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.
| (As of the date of this Proxy Statement) Name AgeCurrent Position | Independent | Audit Committee | Nominationand Governance Committee | People andCompensation Committee | Environment, Health, Safety & Sustainability Committee | Other Current Public Boards |
|---|---|---|---|---|---|---|
| Amy G. Brady | ||||||
| Age 57 Chief Information Officer & Executive Vice President, KeyCorp · ● · ● · ● | ||||||
| Edward D. Breen | ||||||
| Age 68 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc. | 1 | |||||
| Ruby R. Chandy | ||||||
| Age 62 Former President, Industrial Division, Pall Corporation | ● | ● | CH | 2 | ||
| Terrence R. Curtin | ||||||
| Age 55 Chief Executive Officer, TE Connectivity | ● | ● | ● | 1 | ||
| Alexander M. Cutler | ||||||
| Age 72 Retired Chair and Chief Executive Officer, Eaton | ● | CH | ● | 1 | ||
| Eleuthère I. du Pont | ||||||
| Age 57 President, Longwood Foundation | ● | ● | ● | 1 | ||
| Kristina M. Johnson | ||||||
| Age 66 Former President, The Ohio State University | ● | ● | ● | 1* | ||
| Luther C. Kissam | ||||||
| Age 59 Senior Advisor, Bernhard Capital Partners Management, LP | ● | ● | ● | 1 | ||
| James A. Lico** | ||||||
| Age 58 Chief Executive Officer and President, FortiveCorporation | ● | 1 | ||||
| Frederick M. Lowery | ||||||
| Age 53 Senior Vice President and President,Customer Channels, Thermo Fisher Scientific Inc. | ● | CH | ● | |||
| Deanna M. Mulligan | ||||||
| Age 60 Chief Executive Officer, Purposeful | ● | ● | ● | |||
| Steven M. Sterin | ||||||
| Age 52 Senior Advisor, McKinsey & Company | ● | CH | ● | 1 | ||
| * | Dr. Johnson currently serves as director of Cisco Systems, Inc. and has been appointed as a director of Minerals Technologies Inc. effective as of May 13, 2024. |
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| ** | Mr. Lico has been nominated by the Board for election to the Board at the Annual Meeting. The Board expects to appoint Mr. Lico to one or more Committees following his election to the Board. |
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| 2024 Proxy Statement | 3 |
Proxy Statement Summary
Corporate Governance Best Practices
As part of DuPont’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 9 of this Proxy Statement.
| Board Independenceand Diversity | Director Elections | Board Practices | Stock OwnershipRequirements | Stockholder Rights |
|---|---|---|---|---|
| 11 of 12 director nominees are independent Independent Board Committees 42% of director nominees are diverse | Annual Board elections Directors are elected by a majority of votes cast Directors not elected by a majority of votes cast are subject to the Company’s resignation policy | Non-employee directors meet in executive session without management at each regularly scheduled Board meeting Annual Board and Committee self-evaluations Annual director evaluations Retirement policy | Directors are required to hold Company granted shares until retirement Executives and directors prohibited from hedging or pledging Company stock | Stockholder right to call special meetings No super- majority stockholder voting requirements Eligible stockholders are able to nominate directors through proxy access |
Our executive compensation philosophy and practices reflect a commitment to paying for performance — both short-term and long- term. We use a balanced portfolio of measures to drive short and long-term objectives aligned with the Company strategy and stockholder interests. The People and Compensation Committee annually reviews our executive compensation programs and makes decisions or changes as appropriate. In making decisions, the Committee considers all relevant factors, including stockholder interests, financial goals, business performance, strategic priorities and market practices, as well as inputs from key stakeholders.
The principal considerations that shaped the People and Compensation Committee’s overall perspective concerning pay decisions in 2023:
| • | At the outset of 2023 we anticipated the continuation of challenging market conditions and there was significant uncertainty as to the timing of a market recovery. As a result, the People and Compensation Committee altered incentive programs providing flexibility to respond to changing market conditions and decided to maintain all NEO compensation at current levels. |
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| • | At the 2023 annual meeting of stockholders, approximately 80% of shares voted were in support of the compensation provided to our NEOs. Although the vote is advisory and non-binding on the Board, the People and Compensation Committee pays careful attention to the results of the vote in evaluating our executive compensation program and believes that regular engagement with stockholders helps it continuously refine and improve our program. During 2023, we proactively engaged with stockholders regarding our executive compensation practices. |
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Proxy Statement Summary
Executive Compensation Governance Practices
Compensation of the executive officers of the Company, including that of the named executive officers, is overseen by the People and Compensation Committee (or, in the case of the Executive Chairman and Chief Executive Officer, by the People and Compensation Committee and the independent members of the Board). The Board and the People and Compensation Committee were assisted in performance of their oversight duties by an independent compensation consultant.
The following summarizes key governance elements related to the executive compensation programs in which our executive officers participate:
Key Executive Compensation Practices
| 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 terms, 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 | ||||
| Liberal share counting | |||||
| 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 | Guaranteed annual salary increases or bonuses | ||||
| Provide minimum payouts under the Long Term Incentive Plan | |||||
| Conduct an annual executive talent review and discussion on succession planning | Provide uncapped short-and long-term incentive payouts | ||||
| Excessive perks | |||||
| Maintain an incentive clawback policy covering both cash and equity | |||||
| Review executive compensation statements (“tally sheets”) | |||||
| Conduct annual compensation risk assessments | |||||
| 2024 Proxy Statement | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.