DuPont de Nemours, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: DD · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 1666700

Dupont De Nemours, Inc. DEF 14A Filing Summary
FieldDetail
CompanyDupont De Nemours, Inc. (DD)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$350 million, $12.1B, $533M, $2.9B, $1.09
Sentimentneutral

Sentiment: neutral

Topics: DuPont, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>DuPont de Nemours, Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance matters.</b>

AI Summary

DuPont de Nemours, Inc. (DD) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. DuPont de Nemours, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024. The filing covers the period ending May 23, 2024. The company's principal executive offices are located in Wilmington, Delaware. DuPont de Nemours, Inc. was formerly known as DowDuPont Inc. until February 11, 2016. The filing includes data related to executive compensation, including equity and pension values for fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking DuPont de Nemours, Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on proposals presented at the annual meeting. The DEF 14A provides detailed financial information related to awards granted and vested for key executives, offering transparency into the company's pay-for-performance alignment.

Risk Assessment

Risk Level: low — DuPont de Nemours, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to prepare for the upcoming shareholder meeting.

Key Numbers

  • 2024-04-05 — Filing Date (DEF 14A filing date)
  • 2024-05-23 — Reporting Period End (Conformed period of report)
  • 2016-02-11 — Name Change Date (Date DuPont de Nemours, Inc. was formerly known as DowDuPont Inc.)

Key Players & Entities

  • DuPont de Nemours, Inc. (company) — Registrant
  • DowDuPont Inc. (company) — Former company name
  • Edward Breen (person) — Member of the board, executive compensation data
  • C. Marc Doyle (person) — Member of the board, executive compensation data
  • Wilmington (location) — Business address city
  • DE (location) — Business address state

FAQ

When did DuPont de Nemours, Inc. file this DEF 14A?

DuPont de Nemours, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DuPont de Nemours, Inc. (DD).

Where can I read the original DEF 14A filing from DuPont de Nemours, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DuPont de Nemours, Inc..

What are the key takeaways from DuPont de Nemours, Inc.'s DEF 14A?

DuPont de Nemours, Inc. filed this DEF 14A on April 5, 2024. Key takeaways: DuPont de Nemours, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024.. The filing covers the period ending May 23, 2024.. The company's principal executive offices are located in Wilmington, Delaware..

Is DuPont de Nemours, Inc. a risky investment based on this filing?

Based on this DEF 14A, DuPont de Nemours, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading DuPont de Nemours, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to prepare for the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does DuPont de Nemours, Inc. compare to its industry peers?

DuPont de Nemours, Inc. operates in the chemicals industry, specifically focusing on plastics, materials, and synthetic resins.

Are there regulatory concerns for DuPont de Nemours, Inc.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

DuPont de Nemours, Inc. operates in the chemicals industry, specifically focusing on plastics, materials, and synthetic resins.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the detailed executive compensation tables for Edward Breen and C. Marc Doyle.
  2. Analyze the breakdown of equity and pension values for the fiscal years 2020-2023.
  3. Understand any proposed resolutions or corporate governance changes presented in the proxy statement.

Key Dates

  • 2024-04-05: Filing of DEF 14A — Provides details on executive compensation and shareholder proposals.
  • 2024-05-23: Reporting Period End — The period for which the proxy statement's information is relevant.

Year-Over-Year Comparison

This is the initial filing of the DEF 14A for the current reporting period; comparative data from prior filings would be found within the document itself.

Filing Stats: 4,413 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-04-05 14:02:20

Key Financial Figures

  • $350 million — percent non-controlling interest and a $350 million note receivable in connection with the
  • $12.1B — 2023 Financial Performance Highlights $12.1B Full year 2023 Net Sales $533M Ful
  • $533M — ts $12.1B Full year 2023 Net Sales $533M Full year 2023 GAAP income from conti
  • $2.9B — GAAP income from continuing operations $2.9B Full year 2023 Operating EBITDA* $1.
  • $1.09 — .9B Full year 2023 Operating EBITDA* $1.09 Full year 2023 GAAP EPS from continui
  • $3.48 — 23 GAAP EPS from continuing operations $3.48 Full year 2023 Adjusted EPS* *See Ap
  • $25,000 — onal investors) for an estimated fee of $25,000, plus reasonable expenses. Arrangements

Filing Documents

Executive Compensation Governance Practices

Executive Compensation Governance Practices 40 Response to 2023 Say on Pay Result 41 Components of Executive Compensation and Benefits 42 2023 NEO Targeted Total Direct Compensation Summary 43 2023 Executive Compensation Decisions 44 Base Salary 44 Short-Term Incentive Compensation 44 Long-Term Incentive Compensation 49 Benefits and Perquisites 53 The Compensation Process 53 Role of Management 53 Role of the Committee 54 Role of Independent Board Members 54 Role of the Independent Compensation Consultant 54 Peer Group and Benchmarking 54 Other Considerations 55 Stock Ownership Guidelines 55 Anti-Hedging and Anti-Pledging Policies 55 Clawback Policy 55 Compensation and Risk Management 56 Tax and Accounting Considerations 56 Committee Interlocks and Insider Participation 56 Committee Report 56

Executive Compensation

Executive Compensation 57 Compensation Tables and Narratives 57 Summary Compensation Table 57 Grants of Plan-Based Awards 59 Outstanding Equity Awards 60 Option Exercises and Stock Vested 62 Benefits 62 Pension Benefits 62 Supplemental Retirement Plans 63 Non-Qualified Deferred Compensation 63 Non-Qualified Deferred Compensation Programs 63 Other Retirement and Termination Benefits 64 Potential Payments Upon Termination or Change in Control 66 E. Breen Employment Agreement 67 Involuntary Termination or Change in Control Values 68 CEO Pay Ratio 69 Pay Versus Performance 70 Agenda Item 2: Advisory Resolution to Approve Executive Compensation 75 Agenda Item 3: Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation 76 Agenda Item 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm 77 Audit Committee Report 79 Agenda Item 5: Stockholder Proposal – Amend Clawback Policy for Unearned Pay for Each NEO 81 Additional Information 84 Appendix A – Non-GAAP Reconciliation A-1 2024 Proxy Statement iii Table of Contents Proxy Statement Summary Annual Meeting of Stockholders Date and Time May 23, 2024 1:00 P.M. Eastern Daylight Time Place Online at www.virtualshareholdermeeting.com/DD2024 Record Date March 28, 2024 This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting. Meeting Agenda and Voting Recommendations Agenda Item Board Recommendation Page 1 Election of Directors For Each Nominee 21 2 Advisory Resolution to Approve Executive Compensation For 75 3 Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation Every One Year 76 4 Ratification of the Appoin

Executive Compensation

Executive Compensation Our executive compensation philosophy and practices reflect a commitment to paying for performance — both short-term and long- term. We use a balanced portfolio of measures to drive short and long-term objectives aligned with the Company strategy and stockholder interests. The People and Compensation Committee annually reviews our executive compensation programs and makes decisions or changes as appropriate. In making decisions, the Committee considers all relevant factors, including stockholder interests, financial goals, business performance, strategic priorities and market practices, as well as inputs from key stakeholders. The principal considerations that shaped the People and Compensation Committee's overall perspective concerning pay decisions in 2023: At the outset of 2023 we anticipated the continuation of challenging market conditions and there was significant uncertainty as to the timing of a market recovery. As a result, the People and Compensation Committee altered incentive programs providing flexibility to respond to changing market conditions and decided to maintain all NEO compensation at current levels. At the 2023 annual meeting of stockholders, approximately 80% of shares voted were in support of the compensation provided to our NEOs. Although the vote is advisory and non-binding on the Board, the People and Compensation Committee pays careful attention to the results of the vote in evaluating our executive compensation program and believes that regular engagement with stockholders helps it continuously refine and improve our program. During 2023, we proactively engaged with stockholders regarding our executive compensation practices. 4 Table of Contents Proxy Statement Summary

Executive Compensation Governance Practices

Executive Compensation Governance Practices Compensation of the executive officers of the Company, including that of the named executive officers, is overseen by the People and Compensation Committee (or, in the case of the Executive Chairman and Chief Executive Officer, by the People and Compensation Committee and the independent members of the Board). The Board and the People and Compensation Committee were assisted in performance of their oversight duties by an independent compensation consultant. The following summarizes key governance elements related to the executive compensation programs in which our executive officers participate: Key Executive Compensation Practices What We Do What We Don't Do Maintain a pay mix that is heavily performance-based Provide single-trigger change in control agreements or excise tax gross ups Actively engage with stockholders Grant options below market value, extend original option terms, reprice, reload or exchange underwater options without stockholder approval Align executive compensation outcomes with company and individual performance Annually assess peer group composition and competitive compensation practices Permit hedging or pledging of the Company's securities Liberal share counting Seek annual stockholder advisory approval of executive compensation Maintain strong stock ownership requirements of six times base salary for the CEO and three times base salary for the other executive officers Guaranteed annual salary increases or bonuses Provide minimum payouts under the Long Term Incentive Plan Conduct an annual executive talent review and discussion on succession planning Provide uncapped short-and long-term incentive payouts Excessive perks Maintain an incentive clawback policy covering both cash and equity Review executive compensation statements ("tally sheets") Conduct annual compensation risk assessments 2024 Proxy Statement 5 Table of Contents Voting, Question and Atte

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