DuPont de Nemours Inc
For the period ended May 22, 2025. Filed Apr 3, 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.
May 22, 2025 · Filed Apr 3, 2025
Contents
Proxy Statement Summary
Proxy Statement
Summary
Annual Meeting of
Stockholders
Date and Time
May 22, 2025
1:00 P.M. Eastern Daylight Time
Place
Online at
www.virtualshareholdermeeting.com/DD2025
Record Date
March 31, 2025
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 | 76 |
| 3 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | For | 77 |
| 2025 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. 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 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 to divest the majority of our historic Mobility & Materials 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 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. In addition, we completed the acquisition of Donatelle Plastics, LLC (“Donatelle Plastics”), a medical device company specializing in the design, development and manufacture of medical components and devices, on July 28, 2024. On May 22, 2024, we announced a plan to separate each of our Electronics and Water businesses in a tax-free manner to our stockholders (the “Previously Intended Business Separations”). On January 15, 2025, we announced we are targeting November 1, 2025 for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”). We also announced that we would retain the Water business. The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by our Board of Directors, receipt of a tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the SEC, applicable regulatory approvals and satisfactory completion of financing. On March 26, 2025, we announced the proposed Board of Directors for the Electronics company following its separation from DuPont. Terrence R. Curtin, Kristina M. Johnson and Steven M. Sterin, each of whom are directors of DuPont standing for re-election at the Annual Meeting, are currently expected to become directors of the planned Electronics company upon completion of the Intended Electronics Separation. We currently expect that each of Ms. Johnson and Messrs. Curtin and Sterin will resign from the DuPont Board of Directors in connection with the Intended Electronics Separation. 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 2024 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, 2024 and this Proxy Statement. | 2024 FinancialPerformance Highlights $12.4B Full year 2024 Net Sales $778M Full year 2024 GAAP incomefrom continuing operations $3.14B Full year 2024 OperatingEBITDA* $1.77 Full year 2024 GAAP EPS fromcontinuing operations $4.07 Full year 2024 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 13 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 Age Current Position | Independent | Audit Committee | Nominationand Governance Committee | People andCompensation Committee | Environment, Health, Safety & Sustainability Committee | Other Current Public Boards |
|---|---|---|---|---|---|---|
| Amy G. Brady | ||||||
| Age 58 Chief Information Officer & Executive Vice President, KeyCorp · ● · ● · ● | ||||||
| Edward D. Breen | ||||||
| Age 69 Executive Chairman, DuPont de Nemours, Inc. | 1 | |||||
| Ruby R. Chandy | ||||||
| Age 63 Former President, Industrial Division, Pall Corporation | ● | ● | CH | 2 | ||
| Terrence R. Curtin(a) | ||||||
| Age 56 Chief Executive Officer, TE Connectivity | ● | ● | ● | 1 | ||
| Alexander M. Cutler | ||||||
| Age 73 Retired Chair and Chief Executive Officer, Eaton | ● | CH | ● | 1 | ||
| Eleuthère I. du Pont | ||||||
| Age 58 President, Longwood Foundation | ● | ● | ● | 1 | ||
| Kristina M. Johnson(a) | ||||||
| Age 67 Former President, The Ohio State University | ● | ● | ● | 2 | ||
| Luther C. Kissam IV | ||||||
| Age 60 Senior Advisor, Bernhard Capital Partners Management, LP | ● | ● | ● | 2 | ||
| Lori D. Koch | ||||||
| Age 50 Chief Executive Officer, DuPont de Nemours, Inc. | ||||||
| James A. Lico | ||||||
| Age 59 Chief Executive Officer and President, Fortive Corporation | ● | ● | ● | 1 | ||
| Frederick M. Lowery | ||||||
| Age 54 Executive Vice President and President, Laboratory Products and BioProduction, Thermo Fisher Scientific Inc. | ● | CH | ● | |||
| Kurt B. McMaken | ||||||
| Age 55 Chief Financial Officer, The Brink’s Company | ● | ● | ● | |||
| Steven M. Sterin(a) | ||||||
| Age 53 Senior Advisor, McKinsey & Company | ● | CH | ● | 1 | ||
| (a) | Expected to resign from the DuPont Board of Directors in connection with the Intended Electronics Separation. |
|---|
| 2025 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 Independence | Director Elections | Board Practices | Stock OwnershipRequirements | Stockholder Rights |
|---|---|---|---|---|
| 11 of 13 director nominees are independent Independent Board Committees | 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 People and Compensation Committee considers all relevant factors, including stockholder interests, financial goals, business performance, strategic priorities and market practices, as well as inputs from key stakeholders.
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 each of the Executive Chairman and the 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 | ||||
| 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 | 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 | ||||
| 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 | |||||
| 2025 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.