ii

PROXY STATEMENT SUMMARY (continued)

 

 

								iii

PROXY STATEMENT SUMMARY (continued)

 

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 the Proxy Statement)   Name   Age   Current Position

Independent

Audit Committee

Nomination and Governance Committee

People and Compensation Committee

Environment, Health, Safety & Sustainability Committee

Other   Current   Public   Boards

Amy G. Brady

Age 54 Chief Information Officer & Executive Vice President, KeyCorp

X

X

X

Edward D. Breen

Age 64 Executive Chairman and Chief Executive Officer, DuPont de Nemours, Inc.

2

Ruby R. Chandy

Age 59 Former President, Industrial Division Pall Corporation

X

X

CH

2

Franklin K. Clyburn, Jr.

Age 56 Executive Vice President, Chief Commercial Officer, Merck

X

X

CH elect

Terrence R. Curtin

Age 52 Chief Executive Officer, TE Connectivity

X

X

X

1

Alexander M. Cutler

Age 69 Retired Chair and Chief Executive Officer, Eaton

X

CH

X

1

Eleuthère I. du Pont

Age 54 President, Longwood Foundation

X

X

X

1

Luther C. Kissam

Age 56 Partner, Bernhard Capital Partners Management, LP

X

X

X

2

Frederick M. Lowery

Age 50 Senior Vice President, Thermo Fisher, President Life Sciences and Laboratory Products Groups

X

X

X

Raymond J. Milchovich

Age 71 Chief Executive Officer, NTS

X

X

X

Deanna M. Mulligan*

Age 57 Former Board Chair, Director, CEO & President, Guardian Life Insurance Company

X

Steven M. Sterin

Age 49 Former Executive Vice President & Chief Financial Officer, Andeavor

X

CH

X

1

CH = Chair

* Rajiv L. Gupta is of retirement age under the terms of our Corporate Governance Guidelines and is not standing for reelection in 2021. Ms. Mulligan has been nominated by the Board to fill the vacancy created by Mr. Gupta’s retirement. The Board expects to appoint Ms. Mulligan to the Board in advance of its April meeting which will occur prior to the Annual Meeting.

 

iv

PROXY STATEMENT SUMMARY (continued)

 

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 4 of the Proxy Statement.

 

Board Independence and Diversity

Director Elections

Board Practices

Stock Ownership Requirements

Stockholder Rights

11 of 12 director nominees are independent   Independent Board Committees   25% of director nominees are women   25% of director nominees identify as 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   Board 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 (with a 25%* ownership threshold)   No super-majority stockholder voting requirements   Eligible stockholders are able to nominate directors through proxy access

* Management has included a proposal in this Proxy Statement to reduce the ownership threshold to 15%. Please see Agenda Item 4 on page 64.

Executive Compensation

In February 2020, the Board made key leadership changes in a move to aggressively accelerate operational performance and ensure the Company was able to deliver business improvement commitments. Mr. Breen was appointed Chief Executive Officer, a role he previously held from 2017 through June 2019 and from 2015 to 2017 at EID, and Ms. Koch was appointed Chief Financial Officer. Restoring Mr. Breen to the CEO role enabled the Company to draw more directly on his substantial operating experience.

As 2020 began to unfold, it became evident that senior leadership needed to quickly change 2020 priorities in response to the pandemic and work collectively to ensure the safety and well-being of employees, maintain business continuity, and strengthen the Company’s balance sheet and financial position. As an essential provider of personal protective equipment and important materials in other companies’ supply chains, the Company announced a number of initiatives in the first half of the year to combat the COVID-19 pandemic, including a significant increase in the production of Tyvek^® garments. The Company also implemented a number of proactive measures early in the pandemic to enhance its already strong liquidity position and improve working capital, including completion of a bond offering in May to satisfy debt maturities due in November 2020, delay of certain capital investments, idling production at several manufacturing sites, accelerating working capital initiatives and taking actions to reduce run-rate costs on a going forward basis.

 

								v

PROXY STATEMENT SUMMARY (continued)

 

 

vi

      

 

 

2021 Annual Meeting of Stockholders

DuPont de Nemours, Inc.

TABLE OF CONTENTS

 

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS			i
PROXY STATEMENT SUMMARY			ii
VOTING, QUESTION AND ATTENDANCE PROCEDURES			1
CORPORATE GOVERNANCE			4
AGENDA ITEM 1: ELECTION OF DIRECTORS			17
Director Nominees			19
Director Compensation			25
EXECUTIVE OFFICERS			28
BENEFICIAL OWNERSHIP OF COMPANY STOCK			30
COMPENSATION DISCUSSION & ANALYSIS			31
EXECUTIVE SUMMARY			33
2020 Performance Highlights			33
Named Executive Officers			34
Program Structure and Alignment with Core Principles			35
Executive Compensation Governance Practices			35
COMPONENTS OF EXECUTIVE COMPENSATION AND BENEFITS			36
2020 NEO Targeted Total Direct Compensation Summary			36
Pay Mix			37
2020 Compensation Decisions			37
• Base Salary			37
• Annual Incentive Compensation			37
• Long-Term Incentive Compensation			41
Benefits and Perquisites			43
THE COMPENSATION PROCESS			44
Role of Company Management			44
Role of the Compensation Committee			44
Role of Independent Board Members			44
Role of the Independent Compensation Consultant			44
Peer Group and Benchmarking			45
OTHER CONSIDERATIONS			46
Consideration of Say on Pay Vote			46
Stock Ownership Guidelines			46
Anti-Hedging and Anti-Pledging Policies			46
Clawback Policy			46
Compensation and Risk Management			46
2020 Tax Considerations			47
COMPENSATION TABLES AND NARRATIVES			48
Summary Compensation Table			48
Grants of Plan-Based Awards			50
Outstanding Equity Awards			51
Option Exercises and Stock Vested			53

 

								vii

      

 

 

BENEFITS		53
Pension Benefits		53
Defined-Benefit Retirement Plans		53
Supplemental Retirement Plans		54
Non-Qualified Deferred Compensation		54
Other Retirement Benefits		55
Potential Payments Upon Termination or Change in Control		56
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		58
COMPENSATION COMMITTEE REPORT		58
CEO PAY RATIO		58
AGENDA ITEM 2: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION		60
AGENDA ITEM 3: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		61
AUDIT COMMITTEE REPORT		63
AGENDA ITEM 4: AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION		64
AGENDA ITEM 5: STOCKHOLDER PROPOSAL – RIGHT TO ACT BY WRITTEN CONSENT		66
AGENDA ITEM 6: STOCKHOLDER PROPOSAL – ANNUAL DISCLOSURE OF EEO-1 DATA		68
AGENDA ITEM 7: STOCKHOLDER PROPOSAL – ANNUAL REPORT ON PLASTIC POLLUTION		71
ADDITIONAL INFORMATION		73
APPENDIX A – NON-GAAP RECONCILIATION		A-1
APPENDIX B – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		B-1

 

viii

      

 

 

VOTING, QUESTION AND ATTENDANCE PROCEDURES

In this Proxy Statement, you will find information on the Board of Directors (the “Board”) of DuPont de Nemours, Inc., the candidates for election to the Board, and six other items to be voted upon at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournment or postponement of the Annual Meeting. The background information in this Proxy Statement has been supplied to you at the request of the Board to help you decide how to vote and to provide information on the Company’s corporate governance and compensation practices. This Proxy Statement is first being distributed to stockholders on or about March 12, 2021.

Vote Your Shares in Advance

You may vote your shares by internet, telephone or signing and returning the enclosed proxy or other voting instruction form. Your shares will be voted only if the proxy or voting instruction form is properly executed and received by the independent Inspectors of Election prior to the Annual Meeting. Except as provided below with respect to shares held in employee savings plans, if no specific instructions are given by you when you execute your voting instruction form, as explained on the form, your shares will be voted as recommended by the Board.

You may revoke your proxy or voting instructions at any time before their use at the Annual Meeting by sending a written revocation, by submitting another proxy or voting form on a later date, or by voting virtually at the Annual Meeting. No matter which voting method you choose, however, you should not vote any single account more than once unless you wish to change your vote. Be sure to submit votes for each separate account in which you hold DuPont common stock.

Confidential Voting

The Company maintains vote confidentiality. Proxies and ballots of all stockholders are kept confidential from the Company’s management and Board unless disclosure is required by law and in other limited circumstances. The policy further provides that employees may confidentially vote their shares of Company stock held by employee savings plans and requires the appointment of an independent tabulator and Inspectors of Election for the Annual Meeting.

Dividend Reinvestment Plan Shares and Employee Savings Plan Shares

If you are enrolled in the direct stock purchase and dividend reinvestment plan administered by Computershare Trust Company, N.A. (the “Computershare CIP”), the DuPont common stock owned on the record date by you directly in registered form, plus all shares of common stock held for you in the Computershare CIP, will appear together on a single proxy voting form. If no instructions are provided by you on an executed proxy voting form, your Computershare CIP shares will be voted as recommended by the Board.

Participants in various employee savings plans will receive a voting instruction form. Your executed form will provide voting instructions to the respective plan trustee. If no instructions are provided, the plan trustees and/or administrators for the relevant employee savings plan will vote the shares according to the provisions of the relevant employee savings plan. To allow sufficient time for voting, your voting instructions must be received by 11:59 P.M. Eastern Daylight Time on April 23, 2021. You may not vote your shares held in an employee savings plan virtually at the Annual Meeting.

 

								1

VOTING, QUESTION AND ATTENDANCE PROCEDURES (continued)

 

 

DuPont Shares Outstanding and Quorum

At the close of business on the record date, March 8, 2021, there were 534,525,262 shares of DuPont common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50% of the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of business at the Annual Meeting.

For Agenda Item 1: Election of Directors, each nominee must receive more FOR votes than AGAINST votes in order to be elected. For Agenda Item 4: Amendment and Restatement of the Company’s Certificate of Incorporation, the proposal must receive FOR votes from a majority of the outstanding shares of the Company’s capital stock in order to be approved. For Agenda Items 2 and 3 and Agenda Items 5 through 7, each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Annual Meeting but will not be counted or have an effect on the outcome of any matter except as specified below with respect to Agenda Item 3.

Broker non-votes occur when a person holding shares through a bank or broker, meaning that their shares are held in a nominee name or beneficially through such bank or broker, does not provide instructions as to how to vote their shares and the bank or broker is not permitted to exercise voting discretion. Under New York Stock Exchange (“NYSE”) rules, your bank or broker may vote shares held in beneficial name only on Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm, without instruction from you, but may not vote on any other matter to be voted on at the Annual Meeting.

Proxy Solicitation on Behalf of the Board

The Board is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the Annual Meeting or an adjournment or postponement thereof. Directors, officers and employees may solicit proxies on behalf of the Board in person, by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially compensated for their services in this regard.

DuPont has retained Innisfree M&A Incorporated to aid in the solicitation of stockholders (primarily brokers, banks and other institutional investors) for an estimated fee of $25,000, plus reasonable expenses. Arrangements have been made with brokerage houses, nominees and other custodians and fiduciaries to send materials to their principals, and their reasonable expenses will be reimbursed by DuPont on request. The cost of solicitation will be borne by DuPont.

Participating in the Annual Meeting

The Annual Meeting will be online and a completely virtual meeting of stockholders due to the ongoing public health impact of the coronavirus (COVID-19) pandemic. This decision was made in light of the protocols that federal, state, and local governments have imposed or may impose in the near future and taking into account the health and safety of our stockholders, directors and members of management and is consistent with the Company’s safety and health core values. Conducting a virtual meeting will also allow stockholders whose travel may be restricted due to COVID-19 to partake in the meeting.

We cordially invite all stockholders to participate in the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the voting instructions that accompanied your proxy materials. Please have your 16-digit control number readily available and log on to the Annual Meeting by visiting www.virtualshareholdermeeting.com/DD2021 and entering your 16-digit control number. You may begin to log into the meeting platform beginning at 12:30 p.m. EDT on April 28, 2021. The meeting will begin promptly at 1:00 p.m. EDT on April 28, 2021. A list of stockholders of record entitled to vote will be open to any stockholder for any purpose relevant to the Annual Meeting for ten days before the Annual Meeting, during normal business hours, at the Office of the Corporate Secretary. A list of stockholders as of the close of business on the record date will also be available for examination by the stockholders during the whole time of the meeting at www.virtualshareholdermeeting.com/DD2021.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and

 

2

VOTING, QUESTION AND ATTENDANCE PROCEDURES (continued)

 

 

plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

We are committed to ensuring our stockholders have the same rights and opportunities to participate in the Annual Meeting as if it been held in a physical location. If you wish to submit a question before the meeting, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/DD2021, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment or product or service issues, are not pertinent to meeting matters and therefore will not be answered.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. Technical support will be available starting at 12:30 p.m. EDT on April 28, 2021 and through the conclusion of the meeting.

Whether or not you expect to attend the Annual Meeting virtually, please vote your shares in one of the ways described in this Proxy Statement as promptly as possible.

Other Matters

The Board does not intend to present any business at the Annual Meeting that is not described in this Proxy Statement. The enclosed proxy or other voting instruction form confers upon the designated persons the discretion to vote the shares represented in accordance with their best judgment. Such discretionary authority extends to any other properly presented matter. The Board is not aware of any other matter that may properly be presented for action at the Annual Meeting.

 

								3

      

 

 

CORPORATE GOVERNANCE

Strong corporate governance is an integral part of DuPont’s core values. Within this section, you will find information about the Board and its governance structure and processes.

DuPont Board Corporate Governance Guidelines

The Corporate Governance Guidelines form an important framework for the Board’s corporate governance practices and assist the Board in carrying out its responsibilities. The Board reviews these guidelines periodically to consider the need for amendments or enhancements. Among other things, these guidelines delineate the Board’s responsibilities, leadership structure, independence, qualifications, election, annual self-evaluation, and access to management and advisors.

We invite you to visit the Company’s website at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance to review the following governance documents:

 

•

Director Code of Conduct

 

•

Employee Code of Conduct

 

•

Amended and Restated Certificate of Incorporation

 

•

Fourth Amended and Restated Bylaws

 

•

Corporate Governance Guidelines

 

•

Code of Financial Ethics

 

•

Board Committee Charters and Membership

 

•

Conflict Minerals and Human Rights Reports and Policies

Director Independence

The Board has assessed the independence of each director who is currently on the Board or who served on the Board during the last fiscal year in accordance with the standards of independence of the NYSE, SEC rules and as described in the Corporate Governance Guidelines. Based upon these standards, the Board has determined that all of the directors who are currently on the Board or who served on the Board during the last fiscal year other than Mr. Breen are independent. The current independent directors constitute a “substantial majority” of the Board, consistent with Board policy. In addition, the Board has determined that each of the nominees for director other than Mr. Breen is independent. The Nomination and Governance Committee, as well as the Board, will annually review relationships that directors may have with the Company and members of management to make a determination as to whether there are any material relationships that would preclude a director from being independent.

All members of the Audit, People and Compensation, Nomination and Governance, and Environment, Health, Safety and Sustainability Committees are independent directors under the Corporate Governance Guidelines and applicable regulatory and listing standards.

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board appoints the Company’s officers, assigns to them responsibility for management of the Company’s operations, and reviews their performance.

Mr. Breen served as the Chief Executive Officer of the Company from the closing of the DWDP Merger until the completion of the Corteva Distribution. Following the Corteva Distribution, Mr. Breen was appointed as the Executive Chairman of the Company and C. Marc Doyle was appointed Chief Executive Officer of the Company. Upon the departure of Mr. Doyle effective February 17, 2020, Mr. Breen became Executive Chairman and Chief Executive Officer of the Company. The Board believes that Mr. Breen’s service as both Executive Chairman and Chief Executive Officer is appropriate because of Mr. Breen’s role in orchestrating the DWDP Merger, the Dow Distribution, the Corteva Distribution and the N&B Transaction, as well as his proven track record of generating

 

4

CORPORATE GOVERNANCE (continued)

 

 

significant stockholder value. Because Mr. Breen serves in both the roles of Executive Chairman and Chief Executive Officer, the Board has established a robust Lead Independent Director role and appointed Mr. Cutler to serve as Lead Independent Director. As Lead Independent Director, Mr. Cutler’s responsibilities include:

 

•

presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the Board’s independent directors;

 

•

serving as liaison between any non-independent directors (including the Executive Chairman), on the one hand, and the independent directors, on the other hand;

 

•

reviewing and approving information sent to the Board;

 

•

reviewing meeting agendas and schedules and consulting with the Executive Chairman regarding the same;

 

•

if requested by major stockholders, ensuring that he is available for consultation and direct communication;

 

•

serving as focal point for stockholder communications and requests for consultation that are, in each case, addressed to independent members of the Board;

 

•

reviewing and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

 

•

calling meetings of the Board’s independent directors; and

 

•

seeking to promote a strong Board culture, including the participation of all directors in an environment of open dialogue, constructive feedback and effective communication across the Board’s committees and among the Executive Chairman, the Board as a whole, the Board’s committees and with regard to senior management.

Committees

Committees perform many important functions. The responsibilities of each Committee are stated in their respective Committee charters which are available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance. The Board, upon the recommendation of the Nomination and Governance Committee, elects members to each Committee and has the authority to change Committee chairs, memberships and the responsibilities of any Committee as set forth in the Bylaws.

The Board currently has four Committees: (i) Audit Committee; (ii) Nomination and Governance Committee; (iii) People and Compensation Committee; and the (iv) Environment, Health, Safety and Sustainability Committee (“EHS&S Committee”).

 

								5

CORPORATE GOVERNANCE (continued)

 

 

A brief description of the responsibilities of the Committees are as follows:

Committees

 

Audit Committee   All members of the Audit Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Held nine meetings during 2020.		•  Nominates, engages and replaces, as appropriate, the Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the Company’s Consolidated Financial Statements.   •  Reviews and approves the Audit Committee Pre-Approval Policy of audit and non-audit services provided by the Company’s independent registered public accounting firm (the “Pre-Approval Policy”).   •  Provides oversight on the external reporting process and the adequacy of the Company’s internal controls.   •  Reviews effectiveness of the Company’s systems, procedures and programs designed to promote and monitor compliance with applicable laws and regulations and receives prompt reports on compliance matters that could adversely impact the Company’s external reporting process or adequacy of internal controls.   •  Reviews the scope of the audit activities of the independent registered public accounting firm and the Company’s internal auditors and appraises audit efforts of both.   •  Reviews services provided by the Company’s independent registered public accounting firm and other disclosed relationships as they bear on the independence of the Company’s independent registered public accounting firm.   •  Establishes procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.   A Summary of the Pre-Approval Policy is included as part of Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm in this Proxy Statement.
Nomination and Governance Committee   All members of the Nomination and Governance Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Held six meetings during 2020.		•  Develops and recommends to the Board a set of corporate governance guidelines for the Company.   •  Establishes the process for identifying and evaluating director nominees, determines the qualifications, qualities, skills and other expertise required to be a director, and recommends to the Board nominees for election to the Board.   •  Monitors the functioning of Board Committees.   •  Oversees the Board’s new director orientation program.   •  Oversees the annual assessment of the Board and its Committees.   •  Oversees the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s Code of Conduct and Code of Financial Ethics, Certificate of Incorporation, Bylaws and Committee charters.   •  Oversees the Company’s compliance programs, including the Code of Conduct and Code of Financial Ethics.

 

6

CORPORATE GOVERNANCE (continued)

 

 

People and Compensation Committee   All members of the People and Compensation Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Held eight meetings during 2020.		•    Retains any compensation consultants that the Committee, in its sole discretion, deems appropriate to fulfill its duties and responsibilities; the Committee sets the compensation and oversees the work of the consultants, including approval of an applicable executive compensation peer group.   •    Assesses current and future senior leadership talent for Company officers.   •    Assists the Board in the CEO succession planning process.   •    Reviews and approves the Company’s programs for executive development, performance and skills evaluations.   •    Conducts an annual review of the Company’s diversity talent and diversity representation on the slate for key positions.   •    Oversees the Company’s human capital management.   •    Reviews and approves the goals and objectives relevant to the CEO’s compensation, oversees the performance evaluation of the CEO based on such goals and objectives and, together with the other independent members of the Board, determines and approves the CEO’s compensation based on this evaluation.   •    Reviews and approves all compensation and employment arrangements, including severance agreements, of the Company’s executive officers and named executive officers other than the CEO.   •    Reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluates compensation policies and practices that could mitigate any such risk.   •    Works with management to develop the Compensation Discussion and Analysis and other compensation disclosures for inclusion in the Company’s Annual Report on Form 10-K, annual meeting Proxy Statement or any other filings with the SEC.   •    Considers the voting results of any say-on-pay or related stockholder proposals.   •    Recommends non-employee directors’ compensation to the Board.
Environment, Health, Safety & Sustainability Committee   All members of the Environment, Health, Safety and Sustainability Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Held five meetings during 2020.		•    Assesses the effectiveness of, and advises the Board on, corporate responsibility programs and initiatives, including the Company’s public policy, environment, health, safety and sustainability (“EHS&S”) policies and programs and matters impacting the Company’s public reputation.   •    Oversees and advises the Board on the Company’s corporate citizenship and corporate social responsibility programs and activities, including public policy management, advocacy priorities, philanthropic contributions, and corporate reputation management.   •    Reviews the Company’s public policy positions, strategy regarding political engagement and corporate social responsibility initiatives.   •    Assesses the Company’s EHS&S policies and performance and makes recommendations to the Board and the management of DuPont with regard to the same.   •    Reviews and provides input to management regarding the management of current and emerging EHS&S issues and reports periodically to the Board on EHS&S matters affecting DuPont.

 

								7

CORPORATE GOVERNANCE (continued)

 

 

Committee Membership

The following chart shows the current Committee membership:

 

		Committees
Director		Audit		Nomination and Governance		People and Compensation		EHS&S
Amy G. Brady*		X						X
Edward D. Breen
Ruby R. Chandy*		X						CH
Franklin K. Clyburn, Jr.*				X		CH elect1
Terrence R. Curtin*		X		X
Alexander M. Cutler*				CH		X
Eleuthère I. du Pont*		X		X
Rajiv L. Gupta*						CH1		X
Luther C. Kissam*		X		X
Frederick M. Lowery*						X		X
Raymond J. Milchovich*						X		X
Steven M. Sterin*		CH						X

* = Independent    CH = Chair

¹ Mr. Gupta currently chairs the P&C Committee; however, he is of retirement age under the terms of our Corporate Governance Guidelines and is not standing for reelection in 2021. Mr. Clyburn will assume the role of Chair of the P&C Committee in April 2021.

Board’s Role in the Oversight of Risk Management

The Board is responsible for overseeing the overall risk management process for the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the Committees and the Board as a whole participate in the oversight of the process. Specifically, the Board as a whole has responsibility for overseeing the strategic planning process and reviewing and monitoring management’s execution of the corporate and business plan. The Board is also responsible for overseeing risks associated with business continuity, cybersecurity and innovation. Each Committee is responsible for oversight of specific risk areas relevant to their respective charters.

The Board, acting through its committee structure, is responsible for overseeing that management implements and follows this risk management process and for coordinating the outcome of reviews by Committees in their respective risk areas.

 

Committee		Area(s) of Risk Management Oversight Responsibility
Audit Committee		Management and effectiveness of accounting, auditing, external reporting, compliance and internal controls, and protection of intellectual property and trade secrets
Nomination and Governance Committee		Director independence, potential conflicts of interest and other ethics and compliance
People and Compensation Committee		The Company’s executive compensation practices, human capital management and leadership succession planning
Environment, Health, Safety & Sustainability Committee		Emerging regulatory developments related to safety, health and environment and public policy management matters, as well as chemical stewardship, geopolitical risk, process safety and production quality

Although each Committee is responsible for overseeing the management of certain risks as described above, the full Board is regularly informed by the Committees about these risks. This enables the Board and the Committees to coordinate risk oversight and the relationships among the various risks faced by the Company.

 

8

CORPORATE GOVERNANCE (continued)

 

 

Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for the Chief Executive Officer and other members of senior management. The People and Compensation Committee, together with the Chief Executive Officer, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare senior leaders for greater responsibilities. In addition, the People and Compensation Committee regularly discusses recommendations and evaluations from the Chief Executive Officer as to potential successors to fill senior positions. The Chief Executive Officer also provides a regular review to the People and Compensation Committee assessing the members of the executive leadership team and his or her potential to succeed him. This review includes a discussion about development plans for senior leaders to help prepare them for future succession and contingency plans in the event the Chief Executive Officer is unable to serve for any reason (including death or disability). While the People and Compensation Committee has the primary responsibility to develop succession plans for the Chief Executive Officer position, it regularly reports to the Board and decisions are made at the Board level.

Stockholder Engagement

Throughout the year, the Company continued extensive outreach to stockholders. Through this outreach, the management team updated investors on a range of topics such as the N&B transaction with IFF, the overall business strategy, current business conditions, corporate citizenship and sustainability, corporate governance practices and executive compensation, as well as gained an understanding of the perspectives and concerns of each investor. The Board and management team carefully consider the feedback from these meetings, as well as stockholder support, when reviewing the business, corporate governance and executive compensation profiles of the Company.

Communications with the Board and Directors

Stockholders and other parties interested in communicating directly with the Board, the Executive Chairman, the Lead Independent Director or other independent directors, may do so by writing in care of the Office of the Corporate Secretary, 974 Centre Road, CRP Building 730, Wilmington, DE 19805. Pursuant to our Corporate Governance Guidelines, our Lead Independent Director is available for consultation and direct communication if requested by major stockholders.

The Board’s independent directors have approved procedures for handling correspondence received by the Company and addressed to the Board, the Executive Chairman, the Lead Independent Director or other outside directors. Communications will be distributed to any or all directors as appropriate depending upon the individual communication. However, the directors have requested that communications that do not directly relate to their duties and responsibilities as directors of the Company be excluded from distribution and deleted from email that they access directly. Such excluded items include “spam”; advertisements; mass mailings; form letters and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; surveys; and individual product inquiries or complaints. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission by the Office of the Corporate Secretary. Any omitted or deleted communication will be made available to any director upon such director’s request. Concerns relating to accounting, internal controls, auditing or ethical matters are brought to the attention of the internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Board, Committees and Annual Meeting Attendance

During 2020, DuPont held 15 Board meetings and 28 Committee meetings. All of the incumbent directors attended more than 75% of the sum of the total number of Board meetings and the total number of meetings of the Committees on which the director served during the past year. All directors are encouraged to attend the Annual Meetings of Stockholders, and in 2020, all 12 of the directors then serving on the DuPont Board attended the Annual Meeting of Stockholders held on May 27, 2020.

 

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Executive Sessions of Directors

The non-employee directors meet in executive session in connection with each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. During 2020, there were thirteen executive sessions of the Board chaired by the Lead Independent Director for the Board. The Committees typically meet in executive session in connection with every Committee meeting.

Director Qualifications and Diversity

The Nomination and Governance Committee has adopted guidelines to be used in evaluating candidates for Board membership in order to ensure a diverse and highly qualified Board. Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; and business acumen. Leadership skills, scientific or technology expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, diversity, time availability in light of other commitments, dedication and conflicts of interest are among the relevant criteria, which will vary depending on the needs of the Board. In addition, the Board limits the number of other public company boards on which a director may serve. No director who is an executive officer of a public company may serve as a director of the Company if he or she serves on more than a total of three public company boards, including the Board and the board of the company with which the director is employed. If a director is not an executive officer of a public company, he or she may serve on a maximum of four public company boards, including the Board. Directors are required to advise the Executive Chairman in advance of serving on another company’s board.

Guidelines for director qualifications are included in the Corporate Governance Guidelines. The guidelines for director qualifications provide that a commitment to diversity is a consideration in the identification and nomination of director candidates, and that candidates are evaluated to provide for a diverse and highly qualified Board. The Nomination and Governance Committee and the full Board implement and assess the effectiveness of these guidelines and the commitment to diversity by referring to these guidelines in the review and discussion of Board candidates when assessing the composition of the Board and by including questions regarding the diversity of the Board membership in the Board’s annual self-evaluations.

As part of the nominee selection process for the Annual Meeting, the Nomination and Governance Committee reviewed the diversity of the Board, including the demographic information set forth below provided by all director nominees. Based upon the review of the Nomination and Governance Committee, it believes that the overall mix of the backgrounds of the nominees for election at the Annual Meeting provides for a diverse and highly qualified Board.

 

Annual Meeting Board Nominee Diversity Matrix
Board Size:
Total Number of Director Nominees		12
Gender:		Male		Female
Number of director nominees by gender identity		9		3
Number of director nominees who identify in any of the categories below:
African American or Black		2		0
Alaskan Native or American Indian		0		0
Asian		0		1
Hispanic or Latinx		0		0
Native Hawaiian or Pacific Islander		0		0
White		7		2
Two or More Races or Ethnicities		0		0
Race or Ethnicity Undisclosed		0		0
LGBTQ+		0

 

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CORPORATE GOVERNANCE (continued)

 

 

Identifying Director Candidates

Among the Nomination and Governance Committee’s most important functions is the selection of directors who are recommended to the Board as candidates for election. The Nomination and Governance Committee has adopted a process for identifying new director candidates. Recommendations may be received by the Nomination and Governance Committee from various sources, including current or former directors, a search firm retained by the Nomination and Governance Committee to assist in identifying and evaluating potential candidates, stockholders, Company executives, and by self-nomination. The Nomination and Governance Committee is open to accepting stockholders’ suggestions of candidates to consider as potential Board members as part of the Nomination and Governance Committee’s periodic review of the size and composition of the Board and its Committees. Such recommendations should be sent to the Nomination and Governance Committee through the Office of the Corporate Secretary. The Nomination and Governance Committee uses the same process to evaluate director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

Director Candidate Nominations through Proxy Access

The Bylaws set forth procedural and content requirements for director candidate nominations through proxy access. As more specifically provided in the Bylaws, a stockholder or group of up to twenty stockholders owning 3% or more of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements detailed in the Bylaws. Nominations should be sent to the Office of the Corporate Secretary in accordance with the procedural and content requirements set forth in the Bylaws, the full text of which is available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance.

Board Term and Director Retirement Policy

The Certificate of Incorporation provides that all directors stand for election at each Annual Meeting of Stockholders.

The Corporate Governance Guidelines provide that directors should not be nominated for election to the Board after reaching age 75, unless it is determined that it is in the best interests of the Company to extend the retirement date.

Code of Conduct

The Board has adopted a Code of Conduct for all directors of the Company and a Code of Financial Ethics applicable to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. In addition, the Company has a code of conduct applicable to all employees. The full text of Director Code of Conduct, Code of Financial Ethics and the Employee Code of Conduct are available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance. In addition, DuPont discloses on its website any waiver of or amendment to the Director Code of Conduct and the Code of Financial Ethics requiring disclosure under applicable rules.

Related Person Transactions

The Board adopted written policies and procedures relating to the approval or ratification of each “Related Person Transaction.” Under the policies and procedures, the Nomination and Governance Committee (or any other committee comprised of independent directors designated by the Board) reviews the relevant facts of all proposed Related Person Transactions and either approves, disapproves or ratifies the entry into a particular Related Person Transaction, by taking into account, among other factors it deems appropriate:

 

(i)

the commercial reasonableness of the transaction;

 

(ii)

the materiality of the Related Person’s direct or indirect interest in the transaction;

 

(iii)

whether the transaction may involve a conflict of interest, or the appearance of one;

 

(iv)

whether the transaction was in the ordinary course of business; and

 

(v)

the impact of the transaction on the Related Person’s independence under the Corporate Governance Guidelines and applicable regulatory and listing standards.

 

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CORPORATE GOVERNANCE (continued)

 

 

No director may participate in any discussion or approval of a Related Person Transaction for which he/she or any of his/her immediate family members is the Related Person. Related Person Transactions are approved or ratified only if they are determined to be in the best interests of DuPont and its stockholders.

If a Related Person Transaction that has not been previously approved or previously ratified is discovered, the Related Person Transaction will be presented to the Nomination and Governance Committee for ratification. If the Nomination and Governance Committee does not ratify the Related Person Transaction, then the Company either ensures all appropriate disclosures regarding the transaction are made or, if appropriate, takes all reasonable actions to attempt to terminate the Company’s participation in the transaction.

Under DuPont’s policies and procedures, a “Related Person Transaction” is generally any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which:

 

(i)

DuPont was, is or will be a participant;

 

(ii)

the aggregate amount involved exceeds $120,000 in any fiscal year; and

 

(iii)

any Related Person had, has or will have a direct or indirect material interest.

A “Related Person” is generally any person who is, or at any time since the beginning of DuPont’s last fiscal year was:

 

(i)

a director or an executive officer of DuPont or a nominee to become a director of DuPont;

 

(ii)

any person who is known to be the beneficial owner of more than 5% of any class of DuPont’s outstanding common stock; or

 

(iii)

any immediate family member of any of the persons mentioned above.

Certain Relationships and Related Transactions

DuPont and its subsidiaries purchase products and services from and/or sell products and services to companies of which certain of the directors and executive officers of DuPont, or their immediate family members, are employees. The Nomination and Governance Committee and the Board have reviewed such transactions and relationships and do not consider the amounts involved in such transactions material. Such purchases from and sales to each company involve less than either $1,000,000 or 2% of the consolidated gross revenues of each of the purchaser and the seller, and all such transactions are in the ordinary course of business. Some such transactions are continuing, and it is anticipated that similar transactions will occur from time to time.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (“Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in the common stock and other equity securities of the Company, generally within two business days of a reportable transaction. As a practical matter, the Company seeks to assist its directors and executives by monitoring transactions and completing and filing reports on their behalf.

Based solely upon a review of SEC filings, all Reporting Persons complied with these reporting requirements during 2020.

Sustainability Initiatives

A Purpose-Driven Company

Our purpose — to empower the world with the essential innovations to thrive — describes how we use our passion and proven expertise in science and innovation to create sustainable solutions for the complex challenges facing our world. Over the course of DuPont’s history, we have proven repeatedly that the most valuable and enduring business outcomes are the ones that are beneficial to society and keep the planet thriving. The Board believes that a continued focus on sustainability will help the Company deliver long-term stockholder value.

 

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CORPORATE GOVERNANCE (continued)

 

 

Guided by Our Core Values

Our core values reflect the longstanding commitments of our heritage companies, demonstrate our steadfast commitment to our people and the planet, and exemplify the way we operate.

 

Safety and health		Respect for people		Highest ethical behavior		Protecting the planet
We’re committed to protecting the safety and health of our employees, our contractors, our customers, and the people in the communities where we operate.		We treat our employees and all our partners with professionalism, dignity, and respect, fostering and environment where people can contribute, innovate, and excel.		We conduct ourselves in accordance with the highest ethical standards, and in compliance with all applicable laws, always striving to be a respected corporate citizen worldwide.		We find science-enabled, sustainable solutions for our customers, always managing our businesses to protect the environment and preserve the earth’s natural resources-for today and for future generations.

Our Commitment to Sustainability

As a founding member of the World Business Council for Sustainable Development, DuPont and its predecessors have been sustainability leaders for decades and is committed to using a science-based approach to develop our innovations and achieving our goals. It is how we contribute to solving the world’s biggest challenges.

DuPont 2030 Sustainability Goals

In October 2019, DuPont announced its fifth-generation sustainability strategy — nine ambitious priorities that reflect our best opportunity to make a positive impact in the world. Over the course of the next decade, we pledge to work earnestly to make progress against these ambitions which we believe will have a meaningful impact on the sustainability of our business, our communities and our planet.

 

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CORPORATE GOVERNANCE (continued)

 

 

		Delivering solutions for global challenges						Align 100% of the DuPont innovation portfolio to meaningfully advance the UN Sustainable Development Goals and create value for our customers
		Enabling a circular economy						Integrate circular economy principles into our business models considering lifecycle impacts in the markets we serve
		Innovating safer by design						Design 100% of our products and processes using sustainability criteria including the principles of green chemistry
		Acting on climate						Reduce Green House Gas (GHGs) emissions 30% including sourcing 60% of electricity from renewable energy
								Deliver carbon neutral operations by 2050
		Leading water stewardship						Implement holistic water strategies across all facilities
								Enable millions of people access to clean water by advancing water technology and enacting strategic partnerships
		Delivering world-class health & safety performance						Further our commitment to zero injuries, occupational illnesses and incidents
		Accelerating diversity & inclusion						Become one of the world’s most inclusive companies, with diversity well ahead of industry benchmarks
		Cultivating well-being & fulfillment						Create a workplace where employees report high levels of well-being and fulfillment
		Building thriving communities						Improve over 100 million lives through targeted social impact programs

 

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CORPORATE GOVERNANCE (continued)

 

 

Sustainability Governance

Each DuPont business has a dedicated sustainability leader responsible for overseeing business and product-level sustainability efforts. These business sustainability leaders are part of a cross-business, cross-functional Sustainability Leadership Council, chaired by the VP of Corporate Sustainability. Executive responsibility for sustainability performance sits with the Chief Technology & Sustainability Officer (CTSO). The CTSO role was created specifically for DuPont to capitalize on the intrinsic link between sustainability and innovation in our operating model.

To ensure robust governance, the CTSO reports directly to the CEO and routinely engages the EHS&S Committee of the Board on matters of sustainability, product stewardship and community impact.

Communicating Our Progress

We will publish our progress against our goals in our annual sustainability report, available at www.dupont.com/sustainability. DuPont’s positions on Environmental, Social and Governance (ESG) topics such as Product Safety and Transparency, Climate Change, Human Rights, PFAS, and Safety, Health and Environment can be found at www.dupont.com/position-statements.html.

Human Capital Management

Foundational to the Company’s current and future success is its employees, who drive the Company’s strategic vision, manage operations and develop products. The Company focuses significant attention on attracting, motivating, and retaining talent at all levels. Through training and professional development initiatives, promoting a culture of diversity and inclusion, and emphasizing the importance of health, safety, and well-being, the Company’s aim is to create an environment that fully supports the needs of its employees. Annually, an enterprise-wide engagement survey is conducted, which provides insight into employee morale and aspects of workplace culture like core values, communication and employee development.

The Company is committed to creating innovative talent-management opportunities that are aligned to the strategic needs of its workforce. Learning is a continual process, and the Company offers a diverse set of training, education, and development opportunities, both formally and informally, throughout the year. Each segment within the Company has ongoing training programs that are designed specifically to maximize the performance of its employees in meeting business objectives, including better health and safety outcomes. All employees take part in a mix of on-the-job training and appropriate learning and training opportunities focusing on topics that are the most critical and relevant to each employees’ job function.

The Company believes that diversity and inclusion is central to high employee engagement and seeks to foster an environment where employees can bring their authentic selves to work each day. The more perspectives there are, the more ideas that can be generated, which makes diversity, equity, and inclusion (“DE&I”) a driver of innovation, and therefore, integral to the Company’s success. The Company’s employee-led Employee Resource Groups (“ERGs”) help cultivate a culture of acceptance where employees feel not only accepted, but celebrated, at every level. As of December 31, 2020, the Company had eight ERGs — DuPont Corporate Black Employees Network, DuPont Asian Group, DuPont Pride Network, DuPont Latin Network, DuPont Women’s Network, DuPont Veterans Network, DuPont Early Career Network, and DuPont Persons with Disabilities and Allies. Each group is actively sponsored by senior leadership, helping model and promote inclusive values and behaviors. The Company also offers DE&I tools and resources to educate managers and employees in how to utilize diversity as a resource and establish more inclusive work environments. These resources include unconscious bias workshops, networking and mentoring practices, and opportunities for participation in external conferences and events, among others.

The Company’s success also depends on the well-being of employees, including physical, mental and intellectual health. All employees have the support of the Company’s Integrated Health Services (“IHS”) teams, which provides onsite and intranet-based services to support and monitor the health and welfare of employees. The Company’s larger manufacturing and research sites have onsite clinics where employees can get occupational care, first aid treatment, travel vaccinations, and referrals for off-site medical care. The Company continuously strives for zero workplace injuries, occupational illnesses and incidents. The Company’s safety metrics are measured against this goal at least quarterly, and the Company’s Environment, Health, Safety & Sustainability Committee is charged with

 

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CORPORATE GOVERNANCE (continued)

 

 

driving improvements in the Company’s health and safety practices. IHS also assesses health risks across DuPont to find out which health concerns are most important to our employees, and conducts medical surveillance exams based on occupational risks and regulatory compliance priorities flagged by the Company’s Environment, Health and Safety team.

In response to the COVID-19 pandemic, the Company has corporate, regional and local crisis management teams in place actively monitoring, preparing and managing the Company’s response. The Company has implemented safety plans and protocols based on World Health Organization and Centers for Disease Control guidelines. This includes issuing health and safety guidance for sites that have remained open during the pandemic, and encouraging employees to work remotely, when possible.

 

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