DuPont De Nemours (DD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, with voting on director elections, executive compensation, and auditor ratification.

• 2024 financial highlights: $12.4B net sales, $778M GAAP income, $3.14B operating EBITDA, $4.07 adjusted EPS.

• Announced plan to separate Electronics business by November 1, 2025; Water business to be retained.

• CEO transition: Lori D. Koch appointed CEO on June 1, 2024, succeeding Edward D. Breen, who became Executive Chairman.

Voting matters and shareholder proposals

• Shareholders to vote on election of 13 directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting FOR all director nominees and proposals.

• Proxy access allows eligible shareholders to nominate directors.

Board of directors and corporate governance

• 11 of 13 director nominees are independent; all directors elected annually by majority vote.

• Board committees: Audit, Nomination and Governance, People and Compensation, Environment, Health, Safety & Sustainability—all comprised of independent directors.

• Lead Director role established when Chair is not independent.

• Annual board and committee self-evaluations; director retirement policy at age 75.

• Stock ownership required for directors and executives; anti-hedging and anti-pledging policies in place.