NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

At the 2022 Annual Meeting of Stockholders (the “2022 Meeting”), stockholders will vote on the following matters either by proxy or in person:

 

Date: April 29, 2022   Time: 8:00 a.m. Eastern Daylight Time   Location: Virtually at – www.virtualshareholdermeeting.com/CTVA2022						Agenda:   1.  The election of 13 directors. The 13 nominees recommended by the Board of Directors are identified in the Proxy Statement.   2.  Advisory resolution to approve the compensation of the Company’s named executive officers.   3.  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022.   4.  Transaction of any other business as may properly come before the 2022 Meeting.

How to Vote

Your vote is important. Whether or not you plan on attending the 2022 Meeting, please vote your shares as soon as possible by internet, telephone or mail.

 

		BY INTERNET   Follow the instructions on your enclosed proxy card				BY PHONE   Follow the instructions on your enclosed proxy card				BY MAIL   Use the postage-paid envelope provided

The Board of Directors of Corteva, Inc. (the “Board”) has set the close of business on March 7, 2022, as the record date for determining stockholders who are entitled to receive notice of the 2022 Meeting and to vote.

Proof of stock ownership is necessary to attend the 2022 Meeting. The 2022 Meeting will be a completely virtual meeting with no physical meeting location. Please see page 3 of the Proxy Statement for more information on attending virtually.

As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, proxy materials were made available via the internet. Notice regarding the availability of proxy material and instructions on how to access those materials were mailed to certain stockholders of record on or about March 18, 2022 (the “Notice”). These instructions include how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company the opportunity to deliver proxy materials to stockholders in a lower cost, more environmentally sound manner.

Thank you for your continued support and your interest in Corteva, Inc.

 

 

Cornel B. Fuerer

Senior Vice President, General Counsel and Secretary

March 18, 2022

 

Cautionary Statement About Forward-Looking Statements

This Proxy Statement contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) failure to comply with competition and antitrust laws; (x) competitor’s establishment of an intermediary platform for distribution of Corteva’s products; (xi) impact of Corteva’s dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvi) increases in pension and other post-employment benefit plan funding obligations; (xvii) risks related to environmental litigation and the indemnification obligations of legacy E. I. du Pont de Nemours and Company liabilities in connection with the separation of Corteva; (xviii) risks related to Corteva’s global operations; (xix) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to COVID-19; (xxii) Corteva’s ability to recruit and retain key personnel; (xxiii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) Corteva’s dependence on intellectual property cross-license agreements; and (xxvi) other risks related to the Separation from DowDuPont.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in Part I, Item 1A of Corteva’s Annual Report on Form 10-K, as may be modified by subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K.

Our Website

No portion of the Company’s website, or the materials contained on it, have been made part of this Proxy Statement or our Annual Report on Form 10-K. Nor are any such portion of the Company’s website, or materials contained on it incorporated herein by reference, unless such incorporation is specifically mentioned herein.

 

2022 Annual Meeting of Stockholders

Corteva, Inc.

TABLE OF CONTENTS

 

Proxy Statement Summary			i
Voting and Attendance Procedures			1
Corporate Governance			4
Board of Directors			4
Corporate Governance Policies			5
Board Committees			8
Related Person Transactions			12
Our Policies			12
Certain Relationships and Related Transactions			12
ESG Initiatives and Our Values			13
Overview			13
Agenda Item 1: Election of Directors			16
Board Composition			16
Director Nominees			19
Director Compensation			26
Equity Compensation Plan Information			27
Beneficial Ownership of Company Stock			28
Compensation Discussion and Analysis			29
Executive Summary			29
How We Determine Executive Compensation			32
Components of Our Executive Compensation Program			34
How We Manage Compensation Risk			36
2021 Compensation Decisions			37
2022 Compensation Design Decisions			40
Compensation of Executive Officers			41
2021 Summary Compensation Table			41
2021 Grants of Plan-Base Awards			44
Outstanding Equity Awards			45
2021 Option Exercises and Stock Vested			46
Pension Benefits			46
Nonqualified Deferred Compensation			48
Potential Payments Upon Termination or Change in Control			49
Compensation Committee Interlocks and Insider Participation			52
Compensation Committee Report			52
CEO Pay Ratio			53

Agenda Item 2: Advisory Resolution to Approve Executive Compensation			54
Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm			55
Fees Paid to Independent Registered Public Accounting Firm			56
Audit Committee’s Pre-Approval Policies and Procedures			56
Report of the Audit Committee			57
Additional Information			58
Future Stockholder Proposals			58
Future Annual Meeting Business			58
Future Director Nominee Through Proxy Access			58
Multiple Stockholders With the Same Address			58
Electronic Delivery of Proxy Materials			59
Copies of Proxy Material and Annual Report			59

 

Corteva 2022 Proxy Statement  |  

 

PROXY STATEMENT SUMMARY

Annual Meeting of Stockholders

 

Date and Time		Place		Record Date
April 29, 2022 8:00 a.m. Eastern Daylight Time		Virtually at: www.virtualshareholdermeeting.com/CTVA2022		March 7, 2022

Meeting Agenda and Voting Recommendations

 

Agenda Item				Board Recommendation		Page
1:		ELECTION OF DIRECTORS		FOR ALL BOARD NOMINEES			16
2:		ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION		FOR			54
3:		RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		FOR			55

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.

 

Corteva 2022 Proxy Statement  |  i

PROXY STATEMENT SUMMARY

 

Corteva’s Background

Corteva is a U.S. based, pure-play agriculture company that provides farmers around the world the most complete portfolio in the industry — leveraging its global scale and comprehensive routes to market to deliver innovative agriculture solutions to its farmer customers and contribute to a sustainable global agricultural system. Corteva is ideally equipped to solve farmers’ productivity challenges through its balanced and diverse portfolio of seed, crop protection, and digital offerings. Corteva leverages the power of its unique distribution strategy, superior product pipeline, and unmatched customer relationships to deliver above-market organic sales growth, while taking actions across the organization 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 initiatives with enhancing the return of capital to stockholders.

 

ii  |  Corteva 2022 Proxy Statement

PROXY STATEMENT SUMMARY

 

Director Nominees

You are being asked to vote on the election of 13 directors: Lamberto Andreotti; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; 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, diversity, and expertise can be found in Agenda Item 1: Election of Directors.

 

Name Age Current Position

Independent

Audit Committee

Nomination and Governance Committee

People and Compensation Committee

Sustainability, Safety & Innovation Committee

Other Current Public Boards

(As of the date of this Proxy Statement)

Lamberto Andreotti Age 71 Retired Chair & Chief Executive Officer, Bristol-Myers Squibb

🌑

🌑C

🌑

1

Klaus A. Engel, Ph.D. Age 65 Retired Chief Executive Officer, Evonik Industries

🌑

🌑

🌑

0

David C. Everitt Age 69 Retired Agricultural & Turf Division President, Deere & Company

🌑

🌑

🌑

3

Janet P. Giesselman Age 67 Retired President and General Manager, Dow Oil & Gas

🌑

🌑

🌑

3

Karen H. Grimes Age 65 Retired Senior Managing Director & Partner, Wellington Management

🌑

🌑

🌑

2

Michael O. Johanns Age 71 Retired U.S. Senator and U.S. Secretary of Agriculture

🌑

🌑

🌑

1

Rebecca B. Liebert, Ph.D. Age 54 Executive Vice President, PPG Industries, Inc.

🌑

🌑

🌑C

0

Marcos M. Lutz Age 52 Chief Executive Officer, Ultrapar Participações S.A.

🌑

🌑

🌑

1

Charles V. Magro Age 52 Chief Executive Officer, Corteva, Inc.

0

Nayaki R. Nayyar Age 51 President & Chief Product Officer at Ivanti, Inc.

🌑

🌑

🌑

2

Gregory R. Page Age 70 Retired Chair & Chief Executive Officer, Cargill, Incorporated

🌑

🌑

🌑C

3

Kerry J. Preete Age 61 Retired Executive Vice President & Chief Strategy Officer, Monsanto Company

🌑

🌑

🌑

2

Patrick J. Ward Age 58 Retired Chief Financial Officer, Cummins Inc.

🌑

🌑C

🌑

1

C = Chair

 

Corteva 2022 Proxy Statement  |  iii

PROXY STATEMENT SUMMARY

 

The table below sets forth key metrics regarding our director nominee slate and the results of our Board’s ongoing refreshment priorities.

 

Independence   92%		Average Tenure   2.1 years		Average Age   62 years		Gender Diversity   31%		Ethnic/Racial Diversity   15%		Non-U.S. Born   54%

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 www.investors.corteva.com.

 

Board Independence

Director Elections

Board Practices

Stock Ownership Requirements

Stockholder Rights

12 of 13 Director nominees are independent   Independent Board Committees

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 holding requirement is met   Required to hold 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

 

iv  |  Corteva 2022 Proxy Statement

PROXY STATEMENT SUMMARY

 

The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:

 

KEY EXECUTIVE COMPENSATION PRACTICES

✔  Use of performance metrics to align pay with performance with a structure designed to discourage excessive risk-taking   ✔  Balancing 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   ✔  Set rigorous stock ownership and retention requirements for our named executive officers   ✔  Significant focus on performance-based pay   ✔  Maintaining a compensation clawback policy   ✔  Employ an independent compensation consultant to review and advise on executive compensation   ✔  Use tally sheets to monitor executive compensation   ✔  Regularly review the People and Compensation Committee charter to ensure independence and adherence to best practices and priorities   ✔  Regularly review our peer group with the Committee to ensure appropriate benchmarking of our compensation programs   ✔  Conducting annual say-on-pay votes   ✔  No single-trigger change in control agreements   ✔  Prohibit hedging and pledging of Corteva securities by our executives and directors   ✔  Prohibit 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 2022 Proxy Statement  |  v

 

VOTING AND ATTENDANCE PROCEDURES

In this Proxy Statement and the accompanying proxy material, including a proxy card, you will find information on the Board, the Board’s nominees for election to the Board, and two other agenda items to be voted upon at the 2022 Meeting and any adjournment or postponement of the 2022 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 and the accompanying proxy card and other materials are first being distributed to stockholders on or about March 18, 2022.

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 before the polls are closed at the 2022 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.

Changing Your Vote

You may change or revoke your proxy or voting instructions at any time before their use at the 2022 Meeting by (a) submitting another proxy or voting form on a later date, or (b) attending the 2022 Meeting and voting in person. Your attendance at the 2022 Meeting will not automatically revoke your proxy unless you vote again at the 2022 Meeting. Be sure to submit votes for each separate account in which you hold Corteva common stock.

Recommendations of the Board

The Board recommends that you vote your shares on your proxy card or voting instruction form as follows:

 

•

FOR ALL of the directors nominated by the Board;

•

FOR the approval, on a non-binding advisory basis, of the compensation paid to Corteva’s named executive officers;

•

FOR the ratification of PwC as Corteva’s independent registered public accountants for fiscal year 2022.

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. Our policy further provides that employees may confidentially vote their shares of Company stock held by employee savings plans, and we have appointed an independent tabulator and Inspectors of Election for the 2022 Meeting.

Dividend Reinvestment Plan Shares and Employee Savings Plan Shares

If you are enrolled in the direct stock purchase plan and the dividend reinvestment plan administered by Computershare Trust Company, N.A. (“Computershare”), the Corteva common stock owned on the record date by you directly in registered form, plus all shares of common stock held for you at Computershare, will appear together on a single proxy voting form. If no instructions are provided by you on an executed proxy voting form, your shares at Computershare 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 (“EDT”) on April 21, 2022. You may not vote your shares held in an employee savings plan in person at the 2022 Meeting.

 

Corteva 2022 Proxy Statement  |  1

VOTING AND ATTENDANCE PROCEDURES

 

Shares Outstanding and Quorum

At the close of business on the record date, March 7, 2022, there were 726,773,605 shares of Corteva, Inc. 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 2022 Meeting.

Votes Required

For Agenda Item 1: Election of Directors, each nominee must receive the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that each nominee must receive more FOR votes than AGAINST votes in order to be elected. For all other Agenda Items to be presented for a vote at the 2022 Meeting (2 and 3), each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions will be included in determining the presence of a quorum at the 2022 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

A broker non-vote occurs when brokers, banks, or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank, or other nominee with specific instructions on how to vote any “non-routine” matters brought to a vote at the stockholders meeting.

Under the rules of the New York Stock Exchange, brokers, banks, and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is Agenda Item 3, the proposal for the ratification of the appointment of PwC as Corteva’s independent registered public accountants for fiscal year 2022. A broker, bank, or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include the election of directors and the approval, on a non-binding advisory basis, of the compensation paid to Corteva’s named executive officers.

Consequently, if you receive proxy materials only from Corteva and you do not submit any voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee may exercise its discretion to vote your shares on the proposal to ratify the appointment of PwC. If your shares are voted on this proposal as directed by your broker, bank, or other nominee, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes cast with respect to such proposals.

A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 2022 Meeting for ten days before the 2022 Meeting, during normal business hours, at the Office of the Corporate Secretary.

How Votes Are Counted

If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to a particular proposal, then your shares will be voted in line with the Board’s recommendations with respect to any such proposal, i.e., (i) FOR the election of the Board’s 13 director nominees; (ii) FOR the non-binding advisory resolution approving the compensation paid to Corteva’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; and (iii) FOR the ratification of the appointment of PwC as Corteva’s independent public accounting firm for fiscal year 2022. If you submit a proxy card marked “abstain” on any item, your shares will not be voted on that item so marked and your vote will not be included in determining the number of votes cast on that matter.

If your shares are held of record by a bank, broker, or other nominee, Corteva urges you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting at the 2022 Meeting.

As of the date of this Proxy Statement, the Board knows of no business other than that set forth above to be transacted at the 2022 Meeting, but if other matters requiring a vote do arise, it is the intention of the persons named in the proxy card to whom you are granting your proxy to vote in accordance with their good faith business judgment as to what is in the best interests of Corteva on such matters.

 

2  |  Corteva 2022 Proxy Statement

VOTING AND ATTENDANCE PROCEDURES

 

Proxy Solicitation on Behalf of the Board

Corteva is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2022 Meeting or an adjournment or postponement thereof. Directors, officers and employees may solicit proxies on behalf of the Company’s 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. Corteva will reimburse brokers and other nominees for their expenses in forwarding proxy solicitation materials to holders.

Attending the 2022 Meeting

Our 2022 Meeting will be a completely virtual meeting with no physical meeting location. The meeting will only be conducted via live webcast. We believe this format will allow for greater participation of our stockholders generally, reduced expense to the Company, and, in light of some ongoing continuing coronavirus (“COVID-19”) restrictions, is consistent with the Company’s core values to live safely. Conducting a virtual meeting will also allow stockholders whose travel may be restricted to partake in the meeting.

Attendance at the 2022 Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the record date and invited guests of the Company. To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/CTVA2022 and enter 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.

We are committed to ensuring our stockholders have the same rights and opportunities to participate in the 2022 Meeting as if it been held in a physical location.

Stockholders may log into www.proxyvote.com if they want to submit questions in advance of the meeting. Pre-meeting questions will be cut-off at 11:59 p.m. on April 26, 2022 to provide the Company time to respond and post both the questions and responses at the 2022 Meeting.

The 2022 Meeting will begin promptly at 8:00 a.m. EDT on April 29, 2022 and stockholders will have another opportunity to ask questions during the meeting. If you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/CTVA2022, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered in connection with the 2022 Meeting, subject to reasonable 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. The Rules of Conduct for the 2022 Meeting will be available on the meeting platform, as well as Corteva’s investor relations website, www.investors.corteva.com. Questions answered in connection with the 2022 Meeting will be posted to the Company’s investor relations website, www.investors.corteva.com, following the conclusion of the 2022 Meeting.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and 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 will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page. Technical support will be available starting at 7:45 a.m. EDT on April 29, 2022 and through the conclusion of the 2022 Meeting.

Other Matters

The Board does not intend to present any business at the 2022 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 2022 Meeting.

 

Corteva 2022 Proxy Statement  |  3

 

CORPORATE GOVERNANCE

Strong corporate governance supports our core values, and, as a result, Corteva is committed to applying sound corporate governance practices, which align with the interests of our stockholders and ensure the highest levels of integrity in the operation of our Board. Within this section, you will find information about our Board and corporate governance policies and practices.

BOARD OF DIRECTORS

Nomination Process. All candidates for Board membership are evaluated by the Nomination and Governance Committee. In evaluating candidates, including existing Board members, the Nomination and Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, the diversity of the then-current Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. The Nomination and Governance Committee may also consider recommendations from leading, global third-party search firms, whose function is to assist in identifying qualified candidates and to validate the background and reputation of any potential candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Nomination and Governance Committee considers each potential nominee’s:

 

•

integrity and demonstrated high ethical standards;

•

experience with business administration processes and principles;

•

ability to express opinions, raise difficult questions, and make informed, independent judgments;

•

knowledge, experience, and skills in one or more specialty areas (such as accounting or finance, legal, regulatory or governmental affairs, human capital management, product development, agriculture or chemical industry, technology, global operations, or corporate strategy, among others);

•

ability to devote sufficient time to prepare for and attend Board meetings;

•

willingness and ability to work with other members of the Board in an open and constructive manner;

•

ability to communicate clearly and persuasively; and

•

diversity with respect to other characteristics, which may include, gender, age, ethnicity, race, nationality, skills, and experience.

Diversity. The Board is committed to diversity and inclusion at the Board level and throughout Corteva. We have taken steps to identify diverse candidates, particularly with respect to gender, ethnicity, race, nationality, age, skills, and experience in the context of the needs of the Board in the pool of potential candidates under consideration, while balancing the need to identify candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board. During any Board refreshment process, we evaluate opportunities to make our Board more representative of the communities and geographies we operate. In 2021, we added four new independent directors to our Board, with 50% being female, and 25% being born outside of the United States.

Stockholder Nomination Process. Stockholders who wish to submit names to be considered by the Nomination and Governance Committee for nomination for election to the Board of Directors may do so by contacting us through the Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805 and should submit the following information:

 

•

the name and record address of the stockholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated,

•

the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder or such other person,

•

a description of all arrangements or understandings between such stockholder and any such other person or persons or any nominee or nominees in connection with the nomination by such stockholder,

•

such other information regarding each nominee proposed by such stockholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be

 

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CORPORATE GOVERNANCE

 

nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the proxy statement for the annual meeting as a nominee and to serve as a director of the Company if so elected,

•

a representation that such stockholder intends to appear in person or by proxy at the annual meeting to make such nomination,

•

a duly executed representation that, if elected as a director of the Company, the proposed nominee shall comply with the Company’s Code of Business Ethics and Board of Director’s Governance Guidelines in all respects, share ownership and trading policies and guidelines and any other Company policies and guidelines applicable to directors, as well as any applicable law, rule, or regulation or listing requirement, and

•

a completed and duly executed written questionnaire with respect to the background of the nominating stockholder and any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request).

Stockholders wishing to nominate a director should follow the specific procedures set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”).

CORPORATE GOVERNANCE POLICIES

Director Independence. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Magro, are independent according to the applicable rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, People and Compensation, and Nomination and Governance Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Governance” section of the Company’s website at www.investors.corteva.com or upon written request to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805, Attention: Corporate Secretary Office. Changes to any committee charter or the Corporate Governance Guidelines will be reflected on the Company’s website.

Board Leadership Structure. Mr. Page is an independent director and currently serves as Chair of the Board of Directors. Our Corporate Governance Guidelines require the appointment of an independent Lead Director if our Chair is not independent. The term of any such Lead Director would be expected to be at least one year. We believe having an independent chair or independent Lead Director, in an independent chair’s absence, best positions our CEO to focus on strategic execution.

Risk Oversight. Risk is inherent in every material business activity that we undertake. Our business exposes us to strategic, regulatory, market, financial compliance, operational, and reputational risks. We utilize an enterprise risk management program to identify Corteva’s most significant risks and prioritize our risk mitigation activities and resources. To support our corporate goals and objectives, risk appetite, and business and risk mitigation strategies, we maintain a governance structure that delineates the responsibilities for risk management activities, and the governance and oversight of those activities, between management and our Board.

The Board is committed to strong, independent oversight of management and risk through a governance structure that includes other Board committees. Under our structure, it is management’s responsibility to manage risk and bring to the Board’s attention risks that are significant to the Company. The Board has oversight responsibility for the process established to report and monitor the most significant risks applicable to the Company. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board divides its risk oversight responsibilities between itself and its committees by having each review or assess key issues or areas of responsibility as follows:

 

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Board of Directors		•  Strategic, financial, and execution risks and exposures associated with our annual and multi-year business plans and capital allocation strategy •  Acquisitions and divestitures •  Major litigation, investigations, and other matters that present material risk to our operations, plans, prospects, or reputation •  Business continuity
Audit Committee		•  Risks associated with financial accounting matters, including financial reporting, accounting, disclosure, and internal controls over financial reporting •  Supervision and selection of our external and internal auditors •  Cybersecurity and ransomware risks
People and Compensation Committee		•  Risks related to the design of our executive compensation programs, plans, and arrangements •  Succession planning and human capital management •  Inclusion, diversity, and equity strategies and targets
Nomination and Governance Committee		•  Governance structures and processes •  Director succession planning •  Compliance and ethics programs •  Enterprise risk management program •  Our positions on public policy matters and political giving
Sustainability, Safety, and Innovation Committee		•  Our innovation pipeline and research and development practices •  Sustainability strategy, programs, policies, and disclosure practices with the Company’s business •  Climate change strategy, goals, and targets, including greenhouse gas emissions •  Environmental, health, and safety risk management programs

Meetings. During 2021, the Board met sixteen times. The Board’s standing committees met the number of times shown below:

 

Committee		Number of Meetings
Audit		8
People and Compensation		8
Nomination and Governance		8
Sustainability, Safety, and Innovation		5

Our Corporate Governance Guidelines provide an expectation that the members of our Board of Directors attend all meetings of the Board and committees of which they are a member, along with attending our annual meeting of stockholders. In 2021, only Mr. Preete attended fewer than 75% of the aggregate of the total number of Board meetings and meetings of the Committees on which the director served. Mr. Preete was only appointed to the Board on March 18, 2021, and missed certain committee and board meetings related to business conflicts that pre-existed his appointment to the Board. All directors attended the Company’s 2021 Annual Meeting of Stockholders.

Limits on Other Directorships. Pursuant to our Corporate Governance Guidelines, directors who are employed as an executive officer of another public company may only serve on a total of two public company boards, including the board of the company with which he or she is employed. Additionally, directors, who are not current executive officers of a public company, may serve on a maximum of four public company boards, including our Board.

Board Refreshment. As part of the Company’s Board refreshment process, our Certificate of Incorporation provides that all directors stand for election at each annual meeting of stockholders. Our Corporate Governance Guidelines provide that no director may stand for reelection to the Board after reaching age 75. The Board may in unusual circumstances and for a limited period of time ask a director to stand for reelection after the prescribed retirement date.

 

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CORPORATE GOVERNANCE

 

Board Annual Performance Reviews. Under the Company’s Corporate Governance Guidelines, the Board annually conducts a self-evaluation of the Board’s performance as a whole. In addition, the Board annually evaluates individual director performance and effectiveness, with at least one-third of the directors being evaluated each year on a staggered basis. The performance and effectiveness of each standing committee of the Board is also evaluated on an annual basis in accordance with their respective written charter. At least every three years, an evaluation of the Board’s performance and effectiveness will be conducted by an independent, third party overseen by the Nomination and Governance Committee. This may be conducted in substitute of, or separate from, an internally administered annual self-evaluation of the Board’s performance.

 

 

 

Our Board, Committee, and individual director evaluations are collectively designed to solicit input and perspective on various topics, including:
•  Board structure, size, and composition, including director skills, diversity, and experience, and the need for Board refreshment •  Committee structure and allocation of responsibilities •  Conduct of meetings, including cadence, length, and opportunity for director input and meaningful discussion •  Materials and information, including quality, timeliness, and relevance •  Director orientation and education •  Future agenda topics and priorities for the Board and Committee		•  Director performance, including attendance, preparation, and participation •  Access to management and internal and external experts, resources, and support •  Committee process, member and chair performance, and management support •  Performance of the Board chair, including communication, relationship with management, availability, focus on appropriate issues, and inclusiveness

Stock Ownership Policy for Non-Employee Directors. The Company’s Corporate Governance Guidelines provide stock ownership guidelines, which require non-employee directors to own within five years from their respective appointment date, five (5) times their annual cash retainer in equity of the Company. Each non-employee director is also required to hold all equity-based compensation until the director meets the stock ownership guideline. For more information about the stock ownership policy for executive officers, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.

Executive Sessions. Pursuant to our Corporate Governance Guidelines, the independent directors meet in regularly scheduled executive sessions. The Chair presides over these meetings and generally occur with each regularly scheduled meeting of the Board.

Code of Conduct. We have adopted a written Code of Conduct for directors as well as a Code of Conduct applicable to all officers and employees. Additionally, we maintain a written Code of Financial Ethics, applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, and all employees performing similar

 

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CORPORATE GOVERNANCE

 

functions. These policies are designed to maintain the integrity of our business, as well as the accuracy of our financial reporting. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications, and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Copies of these documents are available free of charge on the “Governance” section of the Company’s website at www.investors.corteva.com or otherwise upon written request addressed to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware, 19805, Attention: Investor Relations.

Director Continuing Education. Pursuant to the Corporate Governance Guidelines, the Company provides new directors with an orientation to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values, including ethics, compliance programs, corporate governance practices, and other key policies and practices, through a review of background materials, meetings with senior executives, and visits to Company facilities. When orientations are held, all directors are invited to take part. The Nomination and Governance Committee regularly evaluates and identifies opportunities to provide directors with ongoing education, including visits to Corteva operations and facilities. Additionally, the Company provides all directors with a subscription to the National Association of Corporate Directors’ publications and encourages directors to periodically attend these workshops and seminars regarding corporate governance and other topics. In addition to direct education, management provides regular business updates and other ad hoc communications to our Board to keep them abreast of matters relevant to our business and industry.

Communications with the Board. Stockholders and other interested parties may communicate directly with the Board, the non-management directors or the independent directors as a group, or specified individual directors by writing to such individual or group c/o Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805. The Corporate Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board. The Board has instructed our Corporate Secretary to review the correspondence prior to forwarding it, and in his discretion, not to forward certain items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In these cases, the Corporate Secretary may forward some of the correspondence elsewhere in the Company for review and possible response.

BOARD COMMITTEES

Committees perform many important functions on behalf of the Board. The responsibilities of each Committee are stated in their respective Committee charters, which are available on the Company’s website, www.investors.corteva.com under “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 standing committees: (i) Audit Committee; (ii) Nomination and Governance Committee; (iii) People and Compensation Committee; and (iv) Sustainability, Safety, and Innovation Committee. All members of the Committees are independent under the Board’s Corporate Governance Guidelines and applicable New York Stock Exchange Rules. The Board has determined that Messrs. Engel, Lutz, Page, and Ward, along with Ms. Grimes are each “audit committee financial experts” within the meanings of the applicable Securities and Exchange Commission Rules.

 

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CORPORATE GOVERNANCE

 

A brief description of the current composition and responsibilities of the Committees are as follows:

Committees

 

Audit Committee   •  Patrick J. Ward (Chair) •  Klaus A. Engel •  Karen H. Grimes •  Marcos M. Lutz •  Nayaki R. Nayyar •  Gregory R. Page		•  Selects, engages, and replaces, as appropriate, the Company’s independent registered public accounting firm 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. •  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 any compliance matter 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 evaluates the performance 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. •  Reviews and approves the Company’s internal audit plan. •  Reviews not less than once a year the Company’s cybersecurity risks and mitigation activities.
Nomination and Governance Committee   •  Gregory R. Page (Chair) •  Klaus A. Engel •  David C. Everitt •  Janet P. Giesselman •  Michael O. Johanns •  Nayaki R. Nayyar		•  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. •  Oversees the annual assessment of the Board, its Committees, and the individual directors. •  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 ethics and compliance programs, including compliance with the Company’s Code of Conduct and Code of Financial Ethics. •  Reviews and monitors the Company’s enterprise risk management program. •  Reviews the Company’s public policy positions, strategy regarding political engagement, and public reputation management.

 

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CORPORATE GOVERNANCE

 

People and Compensation Committee   •  Lamberto Andreotti (Chair) •  Karen H. Grimes •  Rebecca B. Liebert •  Marcos M. Lutz •  Kerry J. Preete •  Patrick J. Ward		•  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. •  Evaluates the Company’s diversity metrics and representation no less than annually. •  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 of Directors, determines and approves the CEO’s compensation based on this evaluation. •  Determines the compensation and employment arrangements of the Company’s executive officers other than the CEO. •  Evaluates the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, including strategies 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 SEC filings. •  Evaluates the voting results from say-on-pay or other compensation stockholder proposals. •  Recommends non-employee directors’ compensation to the Board of Directors.
Sustainability, Safety, and Innovation Committee (“SSI”)   •  Rebecca B. Liebert (Chair) •  Lamberto Andreotti •  David C. Everitt •  Janet P. Giesselman •  Michael O. Johanns •  Kerry J. Preete		•  Oversees and assesses all aspects of the Company’s science and technology capabilities in all phases of its activities in relation to its strategies and plans, including the development of key technologies and major science-driven innovation initiatives essential to the long-term success of the Company. •  Makes recommendations to the Board and the management of the Company to continually enhance the Company’s science and technology capabilities, including reviewing the Company’s external science and technology alliances and licensing arrangements. •  Assesses the effectiveness of, and advises the Board on, corporate responsibility programs and initiatives, including the Company’s environment, health, safety, and security (“EHS&S”), product quality stewardship, and sustainability policies and programs and matters impacting the Company’s public reputation. •  Monitoring climate change risks, plans, goals, and targets, and review the progress against such goals and targets no less than annually. •  Reviews and provides input to management regarding the management of current and emerging EHS&S and sustainability trends and reports periodically to the Board on EHS&S and sustainability matters affecting Corteva.

 

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CORPORATE GOVERNANCE

 

2021 Committee Membership

Because all of our standing committees consist entirely of independent directors, neither Messrs. Collins or Magro served as a member of any of our standing Committees in 2021. A list of the independent directors and their respective Committee memberships for 2021 is set forth below.

 

		2021 Committee Membership
Director		Audit		Nomination and Governance		People and Compensation		SSI
Lamberto Andreotti						🌑C		🌑
Robert A. Brown(1)				🌑				🌑C(1)
Klaus A. Engel		🌑		🌑
David C. Everitt(2)				🌑				🌑
Janet P. Giesselman(2)				🌑				🌑
Karen H. Grimes(2)		🌑				🌑
Michael O. Johanns(3)		🌑		🌑				🌑
Lois D. Juliber(1)						🌑		🌑
Rebecca B. Liebert						🌑		🌑C(1)
Marcos M. Lutz		🌑				🌑
Nayaki R. Nayyar		🌑		🌑
Gregory R. Page		🌑		🌑C
Kerry J. Preete(2)						🌑		🌑
Lee M. Thomas(1)						🌑		🌑
Patrick J. Ward(4)		🌑C		🌑		🌑

C = Chair

 

(1)	Mr. Brown, Ms. Juliber and Mr. Thomas left their committee positions effective with their retirement at the 2021 Annual Meeting of Stockholders, on May 7, 2021. Ms. Liebert became the Sustainability, Safety, and Innovation Committee chair effective May 7, 2021.

(2)	Mr. Everitt, Ms. Giesselman, Ms. Grimes, and Mr. Preete each assumed their Committee positions effective March 18, 2021.

(3)	Mr. Johanns rotated from the Audit Committee to the Sustainability, Safety, and Innovation Committee effective March 18, 2021.

(4)	Mr. Ward rotated from the Nomination and Governance Committee to the People and Compensation Committee effective March 18, 2021.

 

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RELATED PERSON TRANSACTIONS

OUR POLICIES

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.

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 Corteva 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 Corporate 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 Corteva’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)

Corteva (and/or its subsidiaries) 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 Corteva’s last fiscal year was:

 

(i)

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

 

(ii)

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

 

(iii)

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with his appointment as chief executive officer, Corteva entered into a letter agreement with Mr. Magro on October 25, 2021 (the “Letter Agreement”). Mr. Magro previously served as president and chief executive officer of Nutrien Ltd. (“Nutrien”) from January 2018 until April 2021. In connection with its entry into the Letter Agreement with Mr. Magro, Corteva, with approval of the Nomination and Governance Committee, entered into an agreement with Nutrien to coordinate the application of Mr. Magro’s existing restrictive covenants owed to Nutrien with his services for Corteva under the Letter Agreement, pursuant to which Corteva (i) paid Nutrien a lump sum payment of $18,700,000 USD, (ii) agreed to indemnify Nutrien for any breaches by Mr. Magro in connection with his employment with Corteva of his surviving restrictive covenants owed to Nutrien, and (iii) agreed to abide by certain customary restrictive covenants, which generally expire in 2023.

 

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ESG INITIATIVES AND OUR VALUES

OVERVIEW

Food is at the core of human needs and a critical resource for socio-economic development. While our world is growing, our food resources are not. Therefore, Corteva is focused on continuing to drive sustainable innovation that brings progress and prosperity for future generations through sustainable food production. For us this means more than expanding the food supply. It also encompasses social, economic, and ecological considerations critical to achieving global food security. It includes producing sustainable nutrition alternatives by boosting the nutritional benefits of soy, encouraging sustainable planting methods by developing corn hybrids resistant to insects, diseases and herbicides, and developing sustainable pest control methods in a world that is expected to have less arable land and more unpredictable weather conditions.

Corteva believes that companies contribute to sustainable growth efforts by engaging in regular, open dialogue with stakeholders about community and company issues and working together to solve problems. This includes our stockholders. In 2021, our directors and members of management continued our engagement efforts by meeting with stockholders representing approximately 42% of our common stock, outstanding as of December 31, 2021. While some stockholders declined to engage with us at that time, Corteva’s management and, in some circumstances, members of its Board, attended meetings to discuss the Company’s business strategy, sustainability initiatives, human capital management practices and corporate governance policies.

Sustainability initiatives are overseen by our Board and its Committees. Our Sustainability, Safety and Innovation Committee regularly monitors the Company’s sustainability measures and efforts, and provides oversight of the risks related to climate change and the Company’s innovation pipeline, while our Nomination and Governance Committee retains oversight of our ethics and compliance programs, which reinforce our values. Our People and Compensation Committee oversees the Company’s human capital management and inclusion, diversity, and equity strategy. Sustainability, ethics, and diversity, inclusion, and equity matters are supported by the Company’s executive leadership team who make recommendations to our Board and Committees and ensure alignment of ESG initiatives with the Company’s strategy. Our executive leadership team is supported by senior management committees that make recommendations to our executive leadership team, and also implement the Company’s ESG initiatives.

Values

In order to fulfill the Company’s ESG initiatives, including fostering innovation, Corteva is focused on promoting a culture and managing its business in a manner that reflects its core values.

 

•

Enrich Lives: We commit to enhancing lives and the land.

•

Stand Tall: We are leaders and act boldly; we accept the challenges that confront our industry as our own and will step up to ensure that agriculture progresses and thrives.

•

Be Curious: We innovate relentlessly.

•

Build Together: We grow by working together.

•

Be Upstanding: We always do what’s right, maintaining high ethical standards and conducting business safely and transparently.

•

Live Safely: We embrace safety and the environment in all we do.

 

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ESG INITIATIVES AND VALUES

 

Sustainability Efforts

In June 2021, Corteva published its first sustainability report, which included Global Reporting Initiative (“GRI”), Sustainability Accounting Standards Board (“SASB”), and the Task Force on Climate-Related Financial Disclosures (“TCFD”). The Company’s sustainability report can be found at www.investors.corteva.com. Additionally, Corteva took the following actions to further enhance the governance framework for the Company’s ESG initiatives:

 

		•  Oversight of climate change targets and risks was directly incorporated into the Sustainability, Safety & Innovation Committee charter; and •  An ESG modifier was incorporated into the Company’s 2022 short-term incentive program for executives, including a focus on increasing year over year sales of sustainable crop protection products.

Ethical and Secure Supply Chains

Corteva’s largely multi-sourced supply chains are designed to be resilient and reflect the high expectations Corteva sets for its suppliers. Corteva expects its suppliers to act consistently with Corteva’s values and to abide by our Supplier Code of Conduct, which establishes our policies with respect to fair wages, discrimination, human rights, ethical procurement practices, record-keeping, and compliance with applicable laws. Corteva will not tolerate the use of child or forced labor in any of its global operations and facilities. We, likewise, expect our suppliers and contractors to uphold our principles with respect to child and forced labor. Our Supplier Code of Conduct and Child and Forced Labor Statement may be found under the “Supplier Center” section of our website: supplier-center.corteva.com.

Political Activities

Corteva is committed to participating constructively in the political process with the ultimate goals of advancing and protecting the best interests of the Company, our stockholders, and employees. The political process significantly impacts Corteva through government policies, legislation, and regulatory decisions. We are fully committed to conducting our political activities ethically and in compliance with our policies and all applicable campaign finance laws and reporting requirements. In 2021, Corteva was named one of the top decile of companies in Wharton’s Zicklin Center for Political Accountability’s “CPA-Zicklin Index” earning trendsetter status for its high level of transparency. More information related to Corteva’s policies and its political spending can be found at: www.corteva.com/who-we-are/political-disclosures.html.

Human Capital Management

We believe that attracting, retaining, and developing members of our workforce is key to the sustainability of our business and developing our pipeline for leadership. Our leadership is focused on fostering an environment in which employees are contributing fully and able to win for themselves, for Corteva and for our customers and stockholders. Corteva aims to attract the best employees, to retain those employees through offering career development and training opportunities while also prioritizing their safety and wellness in an inclusive and productive work environment. In order to promote this environment, Corteva prioritizes professional development and inclusion, diversity, and equity initiatives, and then monitors their effectiveness by measuring employee engagement surveys, employee representation, and pay equity, along with reviews of its leadership succession pipelines.

 

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ESG INITIATIVES AND VALUES

 

We believe by supporting inclusion, diversity, and equity initiatives, Corteva is creating a workforce with a greater variety of skills and perspectives, resulting from employees’ differentiated backgrounds and experiences. These differentiated backgrounds and experiences, are expected to foster the diversity of thought needed to drive our innovative culture into the future.

Led by Corteva’s Chief Human Resources and Diversity Officer, Corteva has undertaken the following inclusion, diversity and equity practices set forth in the table below. For more information on Corteva’s inclusion, diversity and equity practices, see Corteva’s website, www.corteva.com/who-we-are/our-diversity.html.

 

Inclusion, Diversity, and Equity Approach		•  2026 representation goals for gender diversity within the global employee population and the Company’s leadership pipeline   •  2026 representation goals for racial and ethnic diversity within the U.S. employee population and the Company’s leadership pipeline   •  Regular monitoring by the People and Compensation Committee of the Company’s progress towards its 2026 goals   •  Conducting gender and racial pay equity studies   •  Eight Business Resource Groups — implementing programs focused on embracing the similarities and differences of people, cultures, and ideas, and fostering professional development and engagement   •  Reporting on 2026 representation goal progress and EEO-1 reporting beginning in 2022   •  No mandatory employee arbitration with respect to employee discrimination or harassment claims   •  A global parental leave policy

The People and Compensation Committee conducts regular reviews of the Company’s leadership pipelines for its business lines and critical functions. During these reviews, long-term and emergency succession plans, talent development, and the diversity representation of the leadership pipeline are evaluated. Corteva’s management supports employee professional and personal growth through learning through various programs and efforts described in the table below.

 

Talent Development		•  Developing talent through self-service courses and customized curriculums — providing resources to strengthen our workforce’s professional skills   •  Encouraging employees to grow their networks by collaborating with partners across a quickly evolving agriculture landscape   •  Career planning, that provides a clear path for progress, with experiences built to develop future leaders   •  Paid tuition program and opportunities to attend industry shaping events   •  Offering competitive total rewards, meaningful work, and learning opportunities that feed personal growth and well-being

 

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