UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

COMMISSIO

N
Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

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CORTEVA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO


9330 Zionsville Road

Indianapolis, Indiana 46268

March 15, 2024

LETTER FROM CHAIRMAN

AND CHIEF EXECUTIVE OFFICER

(1)

Amount Previously Paid:

 

  (2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


LOGO


LOGO

March 19, 2020

LETTER FROM CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dear Investor:

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to the Annual Stockholder Meeting of Corteva, Inc. (“Annual Meeting”), which will be held virtually on April 26, 2024 at 8:00 a.m. Eastern Daylight Time. Included with this letter, you will find a notice setting forth the agenda for the Annual Meeting, along with our Proxy Statement discussing these agenda items in more detail and how to participate in the Annual Meeting.

LOGO LOGO

Our Performance

In 2023, our teams delivered solid performance in technology penetration, customer delivery and productivity that allowed us to continue to grow our margins, despite crop protection supply imbalances. Given our strong results for the full year 2023, we returned more than $1.2 billion to stockholders during the year via dividends and share repurchases, while also investing in research and development and $1.5 billion in biological acquisitions that will drive long-term value creation for our stockholders in the years to come.

As an agriculture technology company, our innovation on behalf of customers and our commitment to their productivity is the foundation of our ability to deliver long-term value for our stockholders and help sustain the planet by contributing to a secure, sustainable food and energy supplies. Our technologically advantaged, new seed technologies contributed significantly to our margin growth in 2023 with EnlistTM E3 soybeans becoming the number one soybean technology in the United States. In crop protection our sales of new more sustainable technologies outpaced our older technologies and we introduced 140 products from two new sustainable actives AdaveltTM and Reklemel®. Finally, the strategic and operational changes we’ve made over the last two years will continue to allow us to optimize our resource allocation, including returns to stockholders, as well as investment in our research capabilities, to drive the long-term value creation for our stockholders and customers.

Your Highly Qualified Board of Directors

Your Board is recommending for election at this year’s Annual Meeting a slate of its current highly qualified directors. Each of these individuals has been carefully vetted through recent board refreshment over the last several years to assure the right mix of expertise, experience, and perspective to provide the best possible oversight and guidance for the strategic direction of the Company. The Board slate proposed is diverse in background and skill, while also being well-experienced in agriculture, chemical manufacturing, and innovation.

Engagement

We believe it is essential to engage with all our stakeholders to assure that a mix of perspectives helps guide our value creation strategy. In 2023, members of our management team as well as members of our Board engaged in constructive dialogue with stockholders representing approximately 40% of the Company’s outstanding common stock to hear their perspectives on the Company’s business and innovation strategy, corporate governance policies, sustainability initiatives, human capital management, and compensation practices.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. On behalf of the Board of Directors, we invite you to attend the Annual Stockholder Meeting of Corteva, Inc. (“Annual Meeting”), which will be held on April 28, 2020 at 11.00 A.M. Central Daylight Time. The Notice of 2020 Annual Stockholders Meeting and this Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Consistent with our core value to “Live Safely”, we intend to hold our Annual Meeting virtually to do our part to reduce the spread of COVID-19 and maximize your ability to participate in these challenging circumstances. We continue to monitor developments with respect to COVID-19, and remain committed to our stockholders, customers, and above all the safety and health of our employees during these unprecedented circumstances.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. We urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the Annual Meeting, you can vote during the Annual Meeting even if you previously submitted your proxy.

For those who can’t attend the Annual Meeting, we plan to continue our stockholder engagement efforts throughout the year and continue to make available on the Investor Relations section of our website a variety of information for investors. Therefore, we hope this will allow those who cannot attend the meeting to continue to hear Corteva executives discuss our results, plans, and responses to significant events, like COVID-19.

With this proxy filing, we intend to address our ongoing commitments to strong corporate governance and sustainability. On behalf of the Board of Directors and management, we want to thank you for your continued investment in our vision for the future. We appreciate the opportunity to serve Corteva on your behalf.Corteva.

Sincerely,

 

LOGO

Gregory R. Page

Chair of Board

  

LOGOLOGO

James C. Collins, Jr.Charles V. Magro

Chief Executive Officer and Director


LOGO

NOTICE OF THE ANNUAL MEETING

OF STOCKHOLDERS

Dear Stockholder:

At the 20202024 Annual Meeting of Stockholders (the “2020“2024 Meeting”), stockholders will vote on the following matters either by proxy or in person:

 

    

Date:

Tuesday, April 28, 202026, 2024

 

Time:

11:8:00 A.M. Centrala.m. Eastern Daylight Time

 

Location:

Virtually at www.virtualshareholdermeeting.com/CTVA2020CTVA2024

       

Agenda:

 

1.  ElectionThe election of 13 directors. The 13 nominees recommended by the 12 directors namedBoard of Directors are identified in the Proxy Statement.

 

2.  Advisory resolution to approve executivethe compensation of the Company’s named executive officers.

 

3.  Advisory resolution on the frequency of the stockholder vote on the compensation of the Company’s named executive officers.

4.  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020.fiscal year 2024.

4.  Approve an amendment to Corteva’s Certificate of Incorporation to provide for the exculpation of certain of our officers as permitted by Delaware law.

 

5.  Approval of Corteva, Inc. Global Omnibus Employee Stock Purchase Plan.

6.  Transaction of any other business as may properly come before the 20202024 Meeting.

 

   

How to Vote

Your vote is important. Whether or not you plan on attending the 20202024 Meeting, please vote your shares as soon as possible by internet, telephone or mail.

 

LOGOLOGO  

BY INTERNET

 

www.proxyvote.comFollow the instructions on your enclosed proxy card

 LOGOLOGO  

BY PHONE

 

1-800-690-6903 orFollow the

number provided instructions on your

voting instructions enclosed proxy card

 LOGOLOGO  

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 9, 2020,1, 2024, as the record date for determining stockholders who are entitled to receive notice of the 20202024 Meeting and to vote.

Proof of stock ownership is necessary to attend the 2024 Meeting. The 2024 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 materialsmaterial and instructions on how to access those materials were mailed to certain stockholders of record on or about March 19, 202015, 2024 (the “Notice”). TheThese instructions includedinclude 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 way to furnish stockholders with their proxy materials.

Proof of stock ownership is necessary to attend the 2020 Meeting. Please see page 2 of the Proxy Statement for information on attending in person.lower cost, more environmentally sound manner.

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

 

 

LOGOLOGO

Cornel B. Fuerer

Senior Vice President, General Counsel and Secretary

March 19, 202015, 2024

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON APRIL 28, 2020

The Notice, and Proxy Statement and Annual Report are available at www.proxyvote.com.www.proxyvote.com

Stockholders may request their proxy materials be delivered to them electronically in 2024 by visiting www.investordelivery.com


Cautionary Statement About Forward-Looking Statements

This proxy statementProxy 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”“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,growth; product development,development; regulatory approval,approvals; market position,position; capital allocation strategy; liquidity; sustainability targets, aspirations, and initiatives; the anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results, as well as expected benefits from, the separation of Corteva from DowDuPont, Inc., 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) effect of competition and consolidation in Corteva’s industry; (iii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iv)(ii) failure to enforcesuccessfully develop and commercialize Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (v)pipeline; (iii) effect of competition from manufacturersthe degree of generic products; (vi) impactpublic understanding and acceptance or perceived public acceptance of Corteva’s dependence on third parties with respect to certainbiotechnology and other agricultural products; (iv) effect of its raw materials or licenseschanges in agricultural and commercialization; (vii)related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of the degreecompetition in Corteva’s industry; (ix) competitor’s establishment of public understanding and acceptance or perceived public acceptancean intermediary platform for distribution of Corteva’s biotechnologyproducts; (x) impact of Corteva’s dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva’s input costs; (xii) risk related to geopolitical and military conflict; (xiii) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xiv) risks related to Corteva’s global operations; (xv) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other agricultural products; (ix) effect of changes in agricultural and related policies of governments and international organizations; (x)portfolio actions; (xvi) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xi) competitor’s establishment of an intermediary platform for distribution(xvii) failure of Corteva’s products; (xii) effect of volatility in Corteva’s input costs; (xiii)customers to pay their debts to Corteva, including customer financing programs; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xiv) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xv) failure to realize the anticipated benefits of the internal reorganizations taken by DowDuPont in connection with the spin-off of Corteva, including failure to benefit from significant cost synergies; (xvi) risks related to the indemnification obligations of legacy liabilities of E.I. du Pont de Nemours and Company (“EID”) in connection with the separation of Corteva; (xvii)(xix) increases in pension and other post-employment benefit plan funding obligations; (xviii) effect of compliance with laws and requirements and adverse judgments on litigation; (xix)(xx) capital markets sentiment towards sustainability matters; (xxi) risks related to pandemics or epidemics; (xxii) Corteva’s global operations; (xx) effect of climate change and unpredictable seasonal and weather factors; (xxi)intellectual property rights or defense against intellectual property claims asserted by others; (xxiii) effect of counterfeit products; (xxii) failure to effectively manage acquisitions, divestitures, alliances(xxiv) Corteva’s dependence on intellectual property cross-license agreements; and other portfolio actions; (xxiii) risks related to non-cash charges from impairment of goodwill or intangible assets; and (xxiv)(xxv) other risks related to the Separationour separation from DowDuPont, Inc.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 1, Item 1A, of the Company’sour Annual Report on Form 10-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.

Product Disclosures

Products with TM and ® are trademarks of Corteva Agriscience and its affiliated companies. The transgenic soybean event in Enlist E3® soybeans is jointly developed and owned by Corteva Agriscience LLC and M.S. Technologies, L.L.C.


20202024 Annual Meeting of Stockholders

Corteva, Inc.

TABLE OF CONTENTS

 

 

 

Corteva 20202024 Proxy Statement | 1


 

LOGO

PROXY STATEMENT SUMMARY

Annual Meeting of Stockholders

Date and TimePlaceRecord Date 

April 28, 2020

11:00 A.M. Central Daylight Time

Virtually at:

www.virtualshareholdermeeting.com/CTVA2020

March 9, 2020

Meeting Agenda and Voting Recommendations

Agenda Item

Board RecommendationPage

1:

ELECTION OF DIRECTORSFOR EACH NOMINEE16

2:

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATIONFOR51

3:

ADVISORY RESOLUTION ON THE FREQUENCY OF THE STOCKHOLDER VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATIONONE YEAR52

4:

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFOR53

5:

APPROVAL OF CORTEVA, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLANFOR56

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.

ANNUAL MEETING OF STOCKHOLDERS

LOGOLOGOLOGO
Date and TimePlaceRecord Date

April 26, 2024

8:00 a.m. Eastern Daylight Time

Virtually at:

www.virtualshareholdermeeting.com/

CTVA2024

March 1, 2024

MEETING AGENDA AND VOTING RECOMMENDATIONS

Agenda Item

  Board Recommendation  Page

1:

 Election of Directors  FOR all board nominees  18

2:

 Advisory Resolution to Approve Executive Compensation  FOR  62

3:

 Ratification of the Appointment of the Independent Registered Public Accounting Firm  FOR  63

4.

 Approve an Amendment to Corteva’s Certificate of Incorporation  FOR  66

 

Corteva 20202024 Proxy Statement | i


PROXY STATEMENT SUMMARY

 

Corteva’s Background and Formation

BackgroundCORTEVA’S BACKGROUND

Corteva Inc. (“Corteva” oris a U.S. based, pure-play agriculture company that provides farmers around the “Company”) combinesworld the strengths of E. I. du Pont de Nemoursmost complete portfolio in the industry — leveraging its global scale and Company’s Pioneercomprehensive routes to market to deliver innovative agriculture solutions to its farmer customers and Crop Protection businessescontribute to a sustainable global agricultural system. Corteva is ideally equipped to solve farmers’ productivity challenges through its balanced and the Dow Chemical Company’s agriculture science business to create a leading global providerdiverse portfolio of seed and crop protection solutions focused onofferings. Corteva leverages the agriculture industry. The Company is focused on advancingpower of its science-based innovation, which aimsunique distribution strategy, superior product pipeline, and unmatched customer relationships to deliver earnings growth, while taking actions across the organization to drive margin expansion and increase operating efficiency. At the same time, Corteva maintains a wide range of improved products and servicesdisciplined approach to capital allocation, balancing its customers. Through the combination of these innovation pipelines, Corteva has one of the broadest and most productive new product pipelines in the agriculture industry. The Company intends to leverage its rich heritage of scientific achievement to advance its robust innovation pipeline and continue to shape the future of responsible agriculture. New products are crucial to solving farmers’ productivity challenges amid a growing global population while addressing natural resistance, regulatory changes, safety requirements and competitive dynamics. The Company’s investment in technology-based and solution-based product offerings allows itongoing growth initiatives with enhancing the return of capital to meet farmers’ evolving needs while ensuring that its investments generate sufficient returns. Meanwhile, through Corteva’s unique routes to market, the Company continues to work face-to-face with farmers around the world to deeply understand their needs. The Company’s broad portfolio of agriculture solutions fuels farmer productivity in approximately 140 countries. Total worldwide employment at December 31, 2019 was about 21,000 people.

Our Formation

On June 1, 2019, Corteva became an independent, publicly traded company through the previously announced separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.) (“DuPont” or “DowDuPont”). DowDuPont was formed on December 9, 2015 to effect an all-stock, merger of equals strategic combination between the Dow Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical DuPont” or “EID”). On August 31, 2017, Historical Dow and Historical DuPont each merged with wholly owned subsidiaries of DowDuPont and, as a result of the mergers, Historical Dow and Historical DuPont became subsidiaries of DowDuPont (collectively, the “Merger”).

Subsequent to the Merger, Historical Dow and EID engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products through a series of tax-efficient transactions (collectively, the “Business Separations”).

In furtherance of the Business Separations, EID engaged in a series of internal reorganization and realignment steps (the “Internal Reorganization” and the “Business Realignment,” respectively) to realign its businesses into three subgroups: agriculture, materials science and specialty products. As part of the Internal Reorganization:

the assets and liabilities aligned with EID’s materials science business, including EID’s ethylene and ethylene copolymers business, excluding its ethylene acrylic elastomers business, (“EID ECP”) were transferred or conveyed to separate legal entities (the “Materials Science Entities”) that were ultimately conveyed by DowDuPont to Dow Inc. (“Dow”);

the assets and liabilities aligned with EID’s specialty products business were transferred or conveyed to separate legal entities (“EID Specialty Products Entities”);

on April 1, 2019, EID transferred and conveyed its Materials Science Entities to Dow;

on April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company by way of a distribution of Dow through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Dow’s common stock, par value $0.01 per share, to holders of DowDuPont’s common stock, as of the close of business on March 21, 2019 (the “Dow Distribution”);

on May 1, 2019, EID distributed its Specialty Products Entities to DowDuPont;

on May 2, 2019, DowDuPont conveyed Dow Ag Entities to EID and in connection with the foregoing, EID issued additional shares of its common stock to DowDuPont; and

on May 31, 2019, DowDuPont contributed EID to Corteva.

The Separation of Corteva was effectuated through a pro rata distribution of all of the then-issued and outstanding shares of common stock, par value $0.01 per share, of Corteva, Inc., which was then a wholly-owned subsidiary of DowDuPont, to holders of record of DowDuPont common stock as of the close of business on May 24, 2019 (the “Corteva Separation” and together with the Dow Distribution, the “Distributions”). As a result of the Internal Reorganization, on May 31, 2019, EID was contributed to Corteva and, as a result, Corteva, Inc. owns 100% of the outstanding common stock of EID. Prior to March 31, 2019, Corteva, Inc. had engaged in no business operations and had no assets or liabilities of any kind, other than those incident to its formation. On June 1, 2019, DowDuPont completed the Separation, and Corteva’s common stock began trading the “regular way” under the ticker symbol “CTVA” on June 3, 2019, the first business day after June 1, 2019.stockholders.

 

ii | Corteva 20202024 Proxy Statement


PROXY STATEMENT SUMMARY

 

In connection with the Separation, DowDuPont Inc. changed its name to DuPont de Nemours, Inc. With respect to this proxy statement, EID is referred to as Historical DuPont with respect to events occurring prior to the Internal Reorganization.

Director Nominees

You are being asked to vote on the election of 12 directors.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 each nominee’sthe Board nominees’ background, skills, diversity, and expertise can be found inProposal 1 —Agenda Item 1: Election of Directors.

 

Name

Age

Current Position

 Independent 

Audit

Committee

 

Nomination
and
Governance

Governanceand

Compliance

Committee

 

People and
Compensation

Compensation

Committee

 

Sustainability
Safety
&
Innovation

Innovation

Committee

 

Other

Current

Public

Boards

(As of the date of the Proxy)this Proxy Statement)

            

Lamberto Andreotti

Age 6973

FormerRetired Chair & Chief Executive Officer,
Bristol-Myers Squibb

 🌑   🌑C  🌑1

Klaus A. Engel, Ph.D.

Age 67

Retired Chief Executive Officer, Evonik Industries

🌑🌑🌑 0

Robert A. BrownDavid C. Everitt

Age 6371

Retired Agricultural & Turf Division President, Boston University
Deere & Company

 🌑 🌑 🌑 3

Janet P. Giesselman

Age 69

Retired President and General Manager,
Dow Oil & Gas

 🌑🌑C  0🌑2

James C. Collins, Jr.Karen H. Grimes

Age 5767

Chief Executive Officer, CortevaRetired Senior Managing Director & Partner,
Wellington Management

 🌑 🌑 🌑  0

Klaus A. Engel

Age 63

Retired CEO of Evonik Industries

🌑🌑🌑02

Michael O. Johanns

Age 6973

Retired U.S. Senator and U.S. Secretary of Agriculture

 🌑 🌑 🌑 1

Lois D. Juliber

Age 70

Former Vice Chairman,
Colgate- Palmolive Company

🌑🌑🌑 1

Rebecca B. Liebert, Ph.D.

Age 5256

Chief Executive Vice President,
PPG Industries, Inc.
Officer, The Lubrizol Corporation

 🌑 🌑 🌑🌑C 0

Marcos M. Lutz

Age 5054

Chief Executive Officer, Cosan LimitedUltrapar Participações S.A.

 🌑 🌑 🌑 🌑1

Charles V. Magro

Age 54

Chief Executive Officer, Corteva, Inc.

  1

Nayaki R. Nayyar

Age 4953

President, Digital Service and Operations Management, BMC SoftwareChief Executive Officer, Securonix, Inc.

 🌑 🌑 🌑   1

Gregory R. Page

Age 6872

Retired Chair & Chief Executive Officer,
Cargill, Incorporated

 🌑 🌑 🌑C   3

Lee M. ThomasKerry J. Preete

Age 7563

Former ChairRetired Executive VP & Chief ExecutiveStrategy Officer,Rayonier Inc.
Monsanto Company

 🌑 🌑 🌑 🌑🌑01

Patrick J. Ward

Age 5660

FormerRetired Chief Financial Officer, CumminsInc.

 🌑 🌑C  🌑  01

C = Chair

 

Corteva 20202024 Proxy Statement | iii


PROXY STATEMENT SUMMARY

 

Corporate Governance Best Practices

As partThe table below sets forth key metrics and attributes regarding our slate 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/corporate-governance.director nominee slate.

 

Board

IndependenceGender Diversity

LOGO

   

Director

ElectionsEthnic/Racial Diversity

LOGO

   

Board

Practices

Stock Ownership
Requirements

StockholderNon-U.S. Born

Rights

LOGO

11 of 12

Director nominees are

independent92%

 

Independent

Board Committees4.1 years

Average Tenure

 

64 years

Average Age

  12 of 13 Director nominees are independent

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 here, are described in more detail beginning on page 5 of the Proxy Statement and on the Company’s website at https://investors.corteva.com/.

 

Annual

  Independent Board electionscommittees

 

  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

and Committee

evaluations  Independent director executive sessions

 

Director  Annual Board, committee, and individual director evaluations

  Director orientation and education

Non-employee

  Non-employeedirectors are required to hold equity compensation until retirementminimum 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%

(25% ownership threshold)

 

No super-majority

stockholder voting requirements

 

Eligible stockholders are able to nominate directors through

proxy access

iv | Corteva 2024 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 performancemetrics 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 People and Compensation Committee to ensure appropriate benchmarking of our compensation programs

 

  Initiating  Conducting annual say-on-pay votes

 

  Use an environmental, social and governance modifier in our short-term incentive plan to hold executives accountable for incremental progress toward the Company’s sustainability targets and aspirations

  Maintain regular engagement with our investors on the Company’s strategy, governance, and compensation programs

ûNo single-trigger change in control agreements

ûProhibit hedging and pledging of Corteva securities by our executives and directors

 

  No new single-trigger change in control agreements

ûProhibit option repricing, reloads, exchanges or options granted below market value

 

ûNo tax gross-ups on benefits orand perquisites (except for limited mobility benefits)

 

ûNo dividends paid on unvested or unearned performance share units

 

ivCorteva 2024 Proxy Statement | Corteva 2020 Proxy Statementv


 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON APRIL 28, 2020

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

Stockholders may request their proxy materials be delivered to them electronically in 2020 by visiting

www.investordelivery.com

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERMEETING TO BE HELD ON APRIL 26, 2024

The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com

Stockholders may request their proxy materials be delivered to them electronically in 2024 by visiting www.investordelivery.com

VOTING AND ATTENDANCE PROCEDURES

In this Proxy Statement and the accompanying proxy material, including a proxy card, you will find information on the Board, of Directors of Corteva, Inc. (the “Board”), the candidatesBoard’s nominees for election to the Board, and fourtwo other agenda items to be voted upon at the 2020 Annual2024 Meeting of Stockholders (the “2020 Meeting”) and any adjournment or postponement of the 20202024 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 isand the accompanying proxy card and other materials are first being distributed to stockholders on or about March 19, 2020.15, 2024.

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 bybefore the independent Inspectors of Election prior topolls are closed at the 20202024 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.Board.

Changing Your Vote

You may change or revoke your proxy or voting instructions at any time before their use at the 20202024 Meeting by sending a written revocation, by(a) submitting another proxy or voting form on a later date, or by(b) attending the 2020 Meeting and voting in person. No matter which voting method you choose, however, you shouldat the 2024 Meeting. Your attendance at the 2024 Meeting will not vote any single account more than onceautomatically revoke your proxy unless you wish to change your vote.vote again at the 2024 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 2024; and

FOR the approval of an amendment of Corteva’s Certificate of Incorporation to provide for the exculpation of certain of our officers as permitted by Delaware law.

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. TheOur policy further provides that employees may confidentially vote their shares of Company stock held by employee savings plans, and requires the appointment ofwe have appointed an independent tabulator and InspectorsInspector of Election for the 20202024 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. (the “Computershare”(“Computershare”), the Corteva common stock owned on the record date by you directly in

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VOTING AND ATTENDANCE PROCEDURES

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.p.m. Eastern Daylight Time (“EDT”) on April 23, 2020.2024. You may not vote your shares held in an employee savings plan in person at the Annual2024 Meeting.

Shares Outstanding and Quorum

At the close of business on the record date, March 9, 2020,1, 2024, there were 749,283,339698,880,420 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

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VOTING AND ATTENDANCE PROCEDURES

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 20202024 Meeting.

Votes Required

For Agenda Item 1: Election1 (Election of Directors,Directors), each nominee must receive the affirmative vote of a majority of votes cast with respect to such nominee for such nominee to be elected. A majority of votes cast means that such nominee must receive more FOR votes than AGAINST votes in order to be elected. For Agenda Item 2 (Advisory Resolution to Approve Executive Compensation) and Agenda Item 3 stockholders must select ONE YEAR, TWO YEARS, or THREE YEARS in order to select their preferred frequency for an advisory vote on named executive officer compensation. For all other Agenda Items to be presented for a vote at(Ratification of the 2020 Meeting (2, 4, and 5)Appointment of the Independent Registered Public Accounting Firm), each such itemproposal must receive morethe affirmative vote of a majority of votes cast (more FOR votes than AGAINST votesvotes) with respect to such proposal in order to be approved. For Agenda Item 4 (Amendment to Certificate of Incorporation), the proposal must receive the affirmative vote (a FOR vote) of a majority of the outstanding shares entitled to vote at the 2024 Meeting in order to be approved. Abstentions and broker non-votes will be included in determining the presence of a quorum at the 2020 Meeting,2024 Meeting. Abstentions and broker non-votes will not count as votes cast and will not affect the outcome of the vote for the proposals set forth in Agenda Items 1, 2 or 3. Abstentions and broker non-votes will have the same effect as votes AGAINST the proposal set forth in Agenda Item 4.

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 2024. 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, and the amendment to Corteva’s Certificate of Incorporation.

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 or have an effect on the outcome of any matter except as specified belowvotes cast with respect to Agenda Item 4.such proposals.

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 4: 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 2020 Meeting. A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 20202024 Meeting for ten days before the 20202024 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

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VOTING AND ATTENDANCE PROCEDURES

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; (iii) FOR the ratification of the appointment of PwC as Corteva’s independent public accounting firm for fiscal year 2024; and (iv) FOR the approval of an amendment of Corteva’s Certificate of Incorporation to provide for the exculpation of certain of our officers as permitted by Delaware law. 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 can ensure your shares are voted at the 2024 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 2024 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.

Proxy Solicitation on Behalf of the Board

The BoardCorteva is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 20202024 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 20202024 Meeting

This year our 2020Our 2024 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, and in light ofreduced expense to the coronavirus outbreak (“COVID-19”), is consistent withCompany and the Company’s core values to live safely.environment. Conducting a virtual meeting will also allow stockholders whose travel may be restricted due to COVID-19 to partake in the meeting.

Attendance at the 2024 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/CTVA2020CTVA2024 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. You

We are committed to ensuring our stockholders have the same rights and opportunities to participate in the 2024 Meeting as if it had been held in a physical location.

Stockholders may begin to log into www.proxyvote.com if they want to submit questions in advance of the meeting platform beginningmeeting. Pre-meeting questions will be cut-off at 10:30 a.m. CDT11:59 p.m. EDT on April 28, 2020. 22, 2024 to provide the Company time to respond and post both the questions and responses at the 2024 Meeting.

The meeting2024 Meeting will begin promptly at 11:8:00 a.m. CDTEDT on April 28, 2020.26, 2024 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/CTVA2024, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered in connection with the 2024 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 2024 Meeting will be available on the meeting platform, as well as Corteva’s investor relations website, https://investors.corteva.com/. Questions answered in connection with the 2024 Meeting will be posted to the Company’s investor relations website, https://investors.corteva.com/, following the conclusion of the 2024 Meeting.

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VOTING AND ATTENDANCE PROCEDURES

The virtual meeting platform is fully supported across browsers (Internet Explorer,(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 are committedwill have technicians ready to ensuring our stockholdersassist you with any technical difficulties you may have accessing the same rights and opportunities to participate in the 2020 Meeting as if it been held in a physical location.virtual meeting. If you wish to submit a questionencounter any difficulties accessing the virtual meeting duringcheck-in or the meeting, you may log into www.proxyvote.com and enter your 16-digit control number. Once pastplease call the login screen, clicktechnical support number that will be posted 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/CTVA2020, 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.

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VOTING AND ATTENDANCE PROCEDURES

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call : 800-586-1548 (Toll Free) or 303-562-9288 (International Toll).log-in page. Technical support will be available starting at 10:307:45 a.m. CDTEDT on April 28, 202026, 2024 and through the conclusion of the meeting.2024 Meeting.

Other Matters

The Board does not intend to present any business at the 20202024 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 20202024 Meeting.

 

4 | Corteva 20202024 Proxy Statement  |  3


 

CORPORATE GOVERNANCE

Strong corporate governance is an integral part ofsupports our core values, and, as a result, Corteva is committed to applying the same sound corporate governance practices.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 NominationGovernance and GovernanceCompliance Committee. In evaluating candidates, including existing Board members, the NominationGovernance and GovernanceCompliance 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 NominationGovernance and GovernanceCompliance 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 NominationGovernance and GovernanceCompliance Committee considers aeach potential nominee or director’s: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, professional experience, skills, specialized education, socioeconomic background, gender, age, ethnicity, race, nationality, and other personal attributes.

Inclusion. The Board is committed to diversity and inclusion and supportive of board candidates from underrepresented communities. We have taken steps to attract and retain Board candidates from diverse backgrounds, including with respect to skills, education, professional experience, personal attributes, gender, ethnicity, race, nationality, and age. When selecting Board candidates, the Board is focused on the individual’s 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 experience.qualifications of its existing members through regular refreshment of our Board. During any Board refreshment process, we are mindful that we want the best talent for our Board and that our Board aspires to be representative of the communities and geographies in which we operate.

Stockholder Nomination Process.Stockholders who wish to submit names to be considered by the NominationGovernance and GovernanceCompliance 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,

Corteva 2024 Proxy Statement | 5


CORPORATE GOVERNANCE

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 nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statementproxy statement for the Annual Meetingannual 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 Meetingannual 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 Corporate Secretary upon written request).

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CORPORATE GOVERNANCE

Stockholders wishing to nominate a director should follow the specific procedures set forth in the Company’s Bylaws.

Qualifications of Directors and Nominees.The Board is committed to maintaining a diverse and well-rounded membership, complete with qualifications, skills and experience that support not only the Company’s business needs, but that also provide a current, holistic approach to the Company’s business model as a whole. We believe the Board has developed a deep and varied skill set, with a membership that reflects a comprehensive spectrum of both professional and personal experiences. The Board is committed to diversity and inclusion at the Board level and throughout the Company and has taken steps to identify diverse candidates 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.

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CORPORATE GOVERNANCE

The Nomination and Governance Committee and the Board carefully considered the qualifications, skills and experience of each nominee when concluding that this year’s nominees should serve on the Board. The chart below highlights certain of the diverse sets of skills, knowledge, background and experience that are represented on our Board:

CORTEVA BOARD OF DIRECTORS

SKILLS, EXPERIENCE & ATTRIBUTES MATRIX

AndreottiBrownCollinsEngelJohannsJuliberLiebertLutzNayyarPageThomasWard

C-Suite Executive Leadership Experience

Business and strategic management experience from service in a significant leadership position, such as CEO, CFO or other senior executive role

🌑🌑🌑🌑🌑🌑🌑🌑🌑🌑🌑

Other Public Company Board Service (within last 5 years)

Experience serving on the boards of other public companies, which provides an understanding of corporate governance practices and the dynamics and operation of a corporate board, management accountability and protecting stockholder interests

🌑🌑🌑🌑🌑🌑🌑🌑🌑

Agriculture Industry Experience

In-depth knowledge of our industry, operations, and competitive environment

🌑🌑🌑🌑

Accounting/Finance/Financial Reporting Expertise

Experience as a principal financial officer, principal accounting officer, controller, public accountant, auditor, or experience actively supervising such person(s) and possessing a deep understanding of accounting, financial reporting, financial strategy and capital allocation

🌑🌑🌑🌑🌑🌑🌑🌑

Science and Innovation

Strong science/biotech background and/or R&D experience

🌑🌑🌑🌑🌑🌑

Information Technology / Cybersecurity

Experience with driving technological innovation for business efficiency and revenue opportunities; experience managing/mitigating cybersecurity risks

🌑🌑🌑🌑

Digital / Artificial Intelligence

Experience incorporating artificial intelligence (AI) into digital marketing strategy; experience with technology-based customer applications

🌑

Government/Regulatory

Experience with regulated businesses, regulatory requirements and interacting with regulators and members of government or prior service in government

🌑🌑🌑🌑🌑🌑🌑

Human Capital/Talent Management

Experience with compensation, attracting and retaining top talent, development and succession planning

🌑🌑🌑🌑🌑🌑🌑🌑

International/Global Business Experience

Global business experience, including managing and growing organizations outside the U.S.

🌑🌑🌑🌑🌑🌑🌑🌑🌑🌑

Environmental/Sustainability/Corporate Responsibility

Experience in managing environmental, corporate responsibility and sustainability initiatives and their relationship to the company’s business and strategy

🌑🌑🌑🌑🌑🌑🌑🌑

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE POLICIES

Director Independence. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Collins,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, peopleAudit, People and compensation,Compensation, and nominationGovernance and governance committeesCompliance 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 “Corporate Governance”“Governance” section of the Company’s website at www.investors.corteva.comhttps://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) focused on risk oversight, 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 then prioritize our risk mitigation activities and resources around these risks. 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.

Our enterprise risk management program is managed by the Company’s risk director, who supports the Company’s management in setting the Company’s risk appetite and in the identification and prioritization of Company risks and risk mitigation activities. The risk director reports to the Company’s Vice President, Chief Risk and Compliance Officer, who in turn reports to our Senior Vice President, General Counsel. The Governance and Compliance Committee retains oversight of the enterprise risk management program and makes recommendations for delegations of the oversight of certain risks to the Board’s committees. In addition to management providing the Board directly and through its committees regular enterprise risk management program updates through the year, the Vice President, Chief Risk and Compliance Officer has regularly scheduled executive sessions with the Governance and Compliance Committee.

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CORPORATE GOVERNANCE

The Board is committed to strong, independent oversight of management and risk through a governance structure that includes otherour Board committees. Under our structure, it is management’s responsibility to manage risk and bring to the Board’s attentionidentify risks that are materialsignificant 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’committees provide regular reports to the full 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:

 

Board of Directors

BOARD OF

DIRECTORS

 

AUDIT

COMMITTEE

PEOPLE AND

COMPENSATION

COMMITTEE

GOVERNANCE AND

COMPLIANCE

COMMITTEE

SUSTAINABILITY

AND INNOVATION

COMMITTEE

•  Strategic, financial, and execution risks and exposures associated with our annual and multi-year business plans and capital allocation strategy

•  Acquisitions and divestures

•  Capital expenditures and budget planningdivestitures

•  Major litigation, investigations, and other matters that present material risk to our operations, plans, prospects, or reputation

•  Risks with respect to the Company’s research and development pipelineBusiness 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

•  The Company’s capital structure and use of hedging and derivatives

•  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 aspirations, strategies, and disclosures

Nomination and Governance Committee 

•  Risks related to our governanceGovernance structures and processes

•  Director succession planning

•  Oversight of our complianceCompliance and ethics programs

Sustainability, Safety,

•  Enterprise risk management program

•  Our positions on public policy matters and Innovation Committee

political giving

•  Oversight of our environmental,Environmental, health, and safety risk management programs

•  The alignment of our sustainabilityOur innovation pipeline and research and development practices

•  Sustainability strategy, programs, policies, and disclosure practices with the Company’s business

•  Climate change and biodiversity strategies and targets, including greenhouse gas emission reductions

Board Term.Our Certificate of Incorporation provides that all directors stand for election at each annual meeting of stockholders. Our Corporate Governance Guidelines provide that effective beginning at the 2021 annual meeting of stockholders, no director may stand for reelection toMeetings. During 2023, the Board after reaching age 75. The delayed effectiveness of this retirement policy allows for a transition period for Mr. Thomas who has played an important role in setting the strategy for

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CORPORATE GOVERNANCE

the Company as a standalone publicly traded company and overseeing its separation from DowDuPont, Inc. 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.

Stock Ownership Policy for Non-Employee Directors.The Company’s Corporate Governance Guidelines require non-employee directors to hold all equity-based compensation until his or her retirement from the Board of Directors. For more information about the stock ownership policy for executive officers, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.

Meetings. During 2019, the Board of Directors met three times since the Company’s Separation from DowDuPont.nine times. The Board’s standing committees met the number of times shown below:

 

Committee

  

Number of

Meetings

  

Audit

  510 

People and Compensation

  46 

NominationGovernance and GovernanceCompliance

  35 

Sustainability Safety and Innovation

  36 

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 2019, no director2023, all directors attended fewermore than 75% of the aggregate of the total number of boardBoard meetings and meetings of director meetings andthe committees on which the director served, except Mr. Andreotti whoserved. All directors attended 60% due to an excused medical absence.the Company’s 2023 Annual Meeting of Stockholders.

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CORPORATE GOVERNANCE

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 Boardboard 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 threefour public company boards, including our Board.

Our current outside directorship limits are set at a level that allow the Company to compete for board talent with the appropriate levels of expertise and experience needed to provide effective oversight for our industry. Because the agriculture industry is consolidated, ensuring sufficient agriculture executive experience and expertise for our Board can be challenging. Our directors whowith the highest number of directorships are not also executive officers of a public company, may serve on a maximum of fourMessrs. Page and Everitt with three other public company boards includingeach. Messrs. Page and Everitt each have over 35 years of global executive experience in the agricultural industry, along with experience as directors of agricultural companies, which is important to Corteva as a relatively new standalone agricultural company with a recently refreshed management team. See Agenda Item 1: Election of Directors for more information on their specific skills, expertise and experience. Both Messrs. Page and Everitt are retired and had solid levels of stockholder support last year, as well as strong aggregate Board and committee attendance of 96% and 90%, respectively, in 2023. Additionally, consistent with our committee chair rotation policies, Ms. Giesselman replaced Mr. Page as chair of the Governance and Compliance Committee on February 20, 2024, providing Mr. Page further bandwidth as our Chair.

Board until December 31, 2021Refreshment. As part of the Company’s Board refreshment process, our Certificate of Incorporation provides that all directors stand for election at whicheach 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 anyask a director to stand for reelection after the prescribed retirement date.

Committee Refreshment. The Governance and Compliance Committee evaluates its Committee composition and committee chairs for potential changes annually. The Board expects to rotate its Committee chairs every 5 years, with the incoming Committee chair serving on such director must resign or reducecommittee for a minimum of one year prior to his or her serviceappointment. The outgoing committee chair is expected to serve on such Committee for a minimum of an additional year to ensure an orderly transition. Under the Company’s Corporate Governance Guidelines, while the Board is expected to generally follow the principles above, the Board also may take into account Company facts and circumstances, and any other factors the Board believes are appropriate, to determine whether rotation of the committee chairs is appropriate and to select the individuals best-suited to serve in these roles.

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 a minimum of 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 public company boards.years, an evaluation of the Board’s performance and effectiveness will be conducted by an independent, third party overseen by the Governance and Compliance Committee. This may be conducted in substitute of, or separate from, an internally administered annual self-evaluation of the Board’s performance.

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CORPORATE GOVERNANCE

EVALUATION

PROCESS REVIEW

WRITTEN

QUESTIONNAIRES

EVALUATIONS AND

WRITTEN REPORTS

REVIEW

RESULTS

ACT ON

RESULTS

Governance and Compliance Committee reviews the design and format of the annual Board, committee, and director evaluation process.Directors complete written questionnaires to assess the Board and each committee. The independent board chair or another facilitator conducts one-on-one interviews with each director.Responses are evaluated and written reports with the assessment results and comments without attribution to individual directors are prepared for the Board and each committee.

The chair of the Governance and Compliance Committee review the board assessment results with the full Board and individual director assessments with the individual directors. The chair of each committee reviews its assessment with the respective committee.

Results of assessment reviews inform changes to policies, practices, and procedures; future Board and committee agendas; and Board refreshment and committee rotation decisions.

LOGO

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

•  Future agenda topics and priorities for the Board and its committees

•  Director orientation and education

•  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.meetings and generally occur with each regularly scheduled meeting of the Board.

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CORPORATE GOVERNANCE

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 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 “Corporate Governance”“Governance” section of the Company’s website at www.investors.corteva.comhttps://investors.corteva.com or otherwise upon written request addressed to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware, 19805, Attention: Investor Relations.

Board Annual Performance Reviews.Pursuant to our Corporate Governance Guidelines the Board annually conducts a self-evaluation of the Board’s performance as a whole. Additionally, in accordance with the written charters of our audit committee, people and compensation committee, nomination and governance committee, and sustainability, safety, and innovation committee, we also evaluate each committee’s performance on an annual basis. The Company used a questionnaire to facilitate an assessment of how well each committee has performed the responsibilities listed in its charter, as well as the quality of the Board and committee meeting agendas, materials and discussions. All assessments and evaluations focus on both strengths and opportunities for improvement and are shared with the Board. Despite the abbreviated year, the Nomination and Governance Committee performed self-evaluations of the Board and its respective committees, which reflected overall effective performance. The outcomes of these performance evaluations may be used to facilitate future Board succession planning, the formulation of Board and committee agendas, and the reviews of the Company’s Corporate Governance Guidelines, committee composition, and committee charters.

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CORPORATE GOVERNANCE

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 NominationGovernance and GovernanceCompliance Committee regularly evaluates and identifies opportunities to provide directors with ongoing education. Additionally,education, including visits to Corteva operations, facilities, and business partners across the globe. Furthermore, the Company providedprovides 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 monthlyregular 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, hethe 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 Committeecommittee are stated in their respective Committeecommittee charters, which are available on the Company’s website, www.investors.corteva.comhttps://investors.corteva.com under “Corporate Governance”“Governance”.

The Board, upon the recommendation of the NominationGovernance and GovernanceCompliance Committee, elects members to each Committeecommittee and has the authority to change Committee chairs, memberships, and the responsibilities of any Committeecommittee as set forth in the Bylaws.

The Board currently has four standing committees: (i) Audit Committee; (ii) NominationGovernance and GovernanceCompliance Committee; (iii) People and Compensation Committee; and (iv) Sustainability Safety, and Innovation Committee (“SSI Committee”)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, 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 COMMITTEENumber of Meetings in 2023: 10

Audit CommitteeLOGO

KEY RESPONSIBILITIES:

Selects, engages, and replaces, as appropriate, the Company’s independent registered public accounting firm to audit the Company’s Consolidated Financial Statements.

 

All members of the Audit Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.

The Board has determined that Messrs. Engel, Lutz, Page, and Ward are each “audit committee financial experts” within the meaning of applicable SEC rules.

 

•  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 (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 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.

 

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 several times a year the Company’s cybersecurity risks and mitigation activities.

GOVERNANCE AND COMPLIANCE COMMITTEENumber of Meetings in 2023: 5
LOGO

KEY RESPONSIBILITIES:

Develops and recommends to the Board a set of corporate governance guidelines for the Company.

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CORPORATE GOVERNANCE

 

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.

Oversees and advises the Board on the Company’s environment, health, safety, and security (“EHS&S”) risk management programs.

PEOPLE AND COMPENSATION COMMITTEENumber of Meetings in 2023: 6

Nomination and Governance CommitteeLOGO

KEY RESPONSIBILITIES:

Retains any compensation consultants that the People and Compensation Committee, in its sole discretion, deems appropriate to fulfill its duties and responsibilities; 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 progress on inclusions, diversity and equity initiatives and aspirations 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.

 

All members of the Nomination and Governance Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.

 

•  Develops and recommends toEvaluates 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 andvoting results from say-on-pay or 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 compliance with the Company’s Code of Conduct and Code of Financial Ethics.

•  Reviews and monitors the Company’s enterprise risk management program.compensation stockholder proposals.

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.

 

•  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 metrics and representation.

•  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.

•  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 regarding compensation.

•  Recommends non-employee directors’ compensation to the Board of Directors.

 

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Sustainability, Safety, and Innovation Committee

All members of the Sustainability, Safety, and Innovation are independent directors under the Board’s Corporate Governance Guidelines.

SUSTAINABILITY AND INNOVATION COMMITTEE (“S&I”)
  

•  Assesses the effectiveness

Number of and advises the Board on, corporate responsibility programs and initiatives, including the Company’s public policy, environment, health and safety (“EH&S”) and sustainability 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 EH&S and sustainability policies and performance and makes recommendations to the Board and management regarding the same.

•  Reviews and provides input to management regarding the management of current and emerging EH&S and sustainability issues and reports periodically to the Board on EH&S and sustainability matters affecting Corteva.

•  Oversees and assesses all aspects of the Company’s science and technology capabilitiesMeetings 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.

2023: 6
LOGO

•  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.

KEY RESPONSIBILITIES:

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, and sustainability policies and programs and matters impacting the Company’s public reputation.

Monitoring climate change and biodiversity risks, plans, and targets, and review the progress against such targets no less than annually.

Reviews and provides input to management regarding the management of current and emerging sustainability trends and reports periodically to the Board on sustainability matters affecting the Company.

2023 Committee Membership

Because allAll of our standing committees consist entirely of independent directors, Messrs. Breen and Collins aredirectors. Therefore, Mr. Magro does not serve as a member of any of our standing committees.Committees. A list of the independent directors and their respective Committee memberships for 2023 is below:set forth below. Ms. Giesselman became the Governance and Compliance Committee chair effective February 20, 2024.

 

   

Committees2023 Committee Membership

Director

  Audit  

NominationGovernance and

GovernanceCompliance

  

People and


Compensation

  SSIS&I

Lamberto Andreotti

        🌑C   🌑

Robert A. Brown

🌑🌑C

Klaus A. Engel

  🌑  🌑  

David C. Everitt

  🌑🌑

Janet P. Giesselman

🌑🌑

Karen H. Grimes

🌑🌑

Michael O. Johanns

  🌑  🌑  🌑

Lois D. Juliber

🌑🌑

RebecaRebecca B. Liebert

  🌑  🌑🌑C

Marcos M. Lutz

  🌑  🌑

Nayaki R. Nayyar

  🌑  🌑    

Gregory R. Page

  🌑    🌑C     

Lee M. ThomasKerry J. Preete

  🌑  🌑🌑

Patrick J. Ward

    🌑C   🌑  

C = Chair

 

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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 NominationGovernance and GovernanceCompliance 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 NominationGovernance and GovernanceCompliance Committee for ratification. If the NominationGovernance and CorporateCompliance 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 Directordirector or an executive officer of Corteva or a nominee to become a Directordirector 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 the Distributions and Separation, Corteva entered into certain agreements to effectuate the Separation, to provide for the allocation of assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”); and to provide a framework for business dealings between the parties following the Separation and Distribution. Descriptions of these agreements are incorporated by reference from “Our Relationship with New DuPont and Dow Following the Distribution” in Exhibit 99.1 to the Company’s Registration Statement on Form 10, dated May 6, 2019 and Item 1.01 of the Company’s Current Report on Form 8-K, dated June 3, 2019. All descriptions therein and below are qualified in their entirety by reference to the full text of such final, executed agreements filed therewith.

Separation and Distribution Agreement.Effective April 1, 2019, the Parties entered into an agreement that sets forth, among other things, the agreements among the Parties regarding the principal transactions necessary to affect the

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RELATED PERSON TRANSACTIONS

Distributions. It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the “Corteva Separation Agreement”), including the liabilities assumed and the release of claims and indemnification obligations between the Parties. For more information regarding the current liabilities and indemnification obligations under this agreement, see “Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements” contained in our Annual Report.

Tax Matters Agreement.DuPont, Corteva, and Dow entered into an agreement effective as of April 1, 2019, as amended on June 1, 2019, that governs their respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

Employee Matters Agreement.The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments would occur.

Intellectual Property Cross-License Agreements.Effective as of April 1, 2019 Corteva and Dow, and effective June 1, 2019 Corteva and DuPont, entered into Intellectual Property Cross-License Agreements. The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the Distributions, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Corteva Separation Agreement.

Letter Agreement.DuPont and Corteva entered into a Letter Agreement on June 1, 2019. The Letter Agreement sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions. For more information regarding this agreement, see “Note 18 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements” contained in our Annual Report.

Other Agreements. The Parties entered into several other licensing, services, support, software, supply and lease agreements in connection with the Separation. The descriptions of these agreements are also incorporated by reference from the description provided in “Our Relationship with New DuPont and Dow Following the Distribution” in Exhibit 99.1 to the Company’s Registration Statement on Form 10, dated May 6, 2019.

Mr. Breen, who was the chief executive officer of DowDuPont through the Separation, notified the Company of his intention not to stand for reelection to our Board in connection with his appointment as DuPont’s chief executive officer in February 2020. Since the Separation, Mr. Breen has also been the executive chairman of DuPont.

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DELINQUENT SECTION 16(a) REPORTSSUSTAINABILTY AND OUR VALUES

Based solely uponOVERVIEW

Food is at the core of human needs and a review of SEC filings furnished to the Company and the written representations ofcritical resource for socioeconomic development. While our directors and executive officers that no other reports were required, the Company believes that all of its executive officers and officers filed any reports for the year ended December 31, 209 and reported all transactions on a timely basis except: Mr. Andreotti and two officers, Brian Titus and Timothy Glenn.

Messrs. Andreotti and Titus incorrectly reported the number of shares held on their Form 3 by inadvertently omitting Corteva holdings received pursuant to the conversion of DowDuPont stock in the Separation. For each, an amended Form 3 was filed to correct the holdings. In the case of Mr. Andreotti, the shares were acquired by his investment manager in a managed account without his knowledge as part of the investment advisor’s large-cap investment strategy.

Mr. Glenn filed a late Form 4 to report seven unreported transactions. These transactions included five acquisitions of phantom stock units under the Company’s Retirement Savings Restoration Plan and Management Deferred Compensation Plan. The remaining transactions related to the acquisition of Corteva stock due to an intra-plan fund transfer in Mr. Glenn’s 401(k) account, and one open market purchase transaction.

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SUSTAINABILITY VALUES AND INITIATIVES

OVERVIEW

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 such as infrastructure, storage, waste reduction and improving and preserving water quality—all of which are critical to achieving global food security. It includes producingsecurity, which is why we have built our sustainability programs around four focus areas: sustainable nutrition alternatives by boosting the nutritional benefitsinnovation; biodiversity; climate; and inclusion, diversity, and equity. As part of soy,these programs, we’re encouraging sustainable planting methods by developing corn hybrids resistant to insects, diseases and herbicides, developing selective crop protection applications that limit impacts to the environment, and developing sustainable pest control methods.building an innovative workforce to design the advanced technologies that will provide growers with the tools to farm in a world with 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 2023, our directors and members of management continued our engagement efforts by meeting with stockholders who we offered to further engage with through meetings in late 2019 and early 2020.representing approximately 40% of our common stock, outstanding as of December 31, 2023. 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 and innovation strategy, corporate governance policies, and sustainability initiatives, human capital management practices and compensation practices. We plan to continue productive dialogue withcorporate governance policies.

Sustainability initiatives are overseen by our stockholders going forward on these topics.

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 NominationGovernance and GovernanceCompliance Committee retains oversight of overour ethics, compliance and compliancesafety programs, which reinforce our values. Our People and Compensation Committee oversees the Company’s succession planning process, along with its human capital management and inclusion, diversity, and equity strategies. 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 sustainability 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 sustainability initiatives.

Winning Aspiration and Values

We aspire to be the leader of innovative sustainable solutions for growers worldwide, today and tomorrow in order to become the world’s most valuable agriculture solutions company. In order to fulfill the Company’s sustainability initiativesachieve this aspiration, we focus on promoting a culture and fostermanaging our business in a manner that fosters innovation Corteva is focused on its core values.by promoting our values, which are striving to:

 

 

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

 

Stand Tall:Tall: We are leaders and act boldly,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:Together: We grow by working together.

 

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

transparently.

 

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

Key PoliciesTransparency and PracticesAccountability

Corteva maintainsprovides transparency to its valuesstakeholders on sustainability through key policies its sustainability reports, which include disclosures responsive to the Global Reporting Initiative (“GRI”), Sustainability Accounting Standards Board (“SASB”),

Corteva 2024 Proxy Statement | 15


ESG INITIATIVES AND OUR VALUES

and practices. Somethe Task Force on Climate-Related Financial Disclosures (“TCFD”). In 2023, Corteva participated in two Task Force on Nature-related Financial Disclosures (“TNFD”) pilots to guide the development of these key policiesthe TNFD and practicesto better understand our nature-related opportunities and dependencies, as well as how to integrate nature-related risks into our decision-making processes. More information may be found in our next sustainability report, which is expected to be published in early April 2024 on our investor website, https://investors.corteva.com.

The Company’s sustainability programs and strategy is gaining the Company recognition for its efforts.

LOGO

•  Corteva was named one of the “World’s Most Admired Companies” for 2024 by Forbes, ranking #1 in food production and #118 overall among a pool of approximately 1,500 U.S. and global companies.

•  Corteva was named a “Best Place to Work for Disability Inclusion”, for 2023 by the Disability Inclusion Index. The Disability Inclusion Index is the leading independent, third-party resource for the annual benchmarking of corporate disability inclusion policies and programs, with 70% of the Fortune 100 and nearly half of the Fortune 500 utilizing its benchmarking.

Ethical and Secure Supply Chains

Corteva’s largely multi-sourced supply chains are described below.

Supplier Code of Conduct. Corteva maintains a Supplier Code of Conduct designed to setbe resilient and reflect the high expectations Corteva sets for ourits suppliers. Corteva expects its suppliers alignedto act consistently with Corteva’s values and to establish the Company’sabide by our Supplier Code of Conduct, which establishes our policies with respect to:to fair wages, discrimination, human rights, ethical procurement practices, record-keeping, and the compliance with applicable laws. Our Supplier Code of Conduct may be found under the “Supplier Center” section of our website: supplier-center.corteva.com.

Child and Forced Labor Statement: 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.https://www.supplier-center.corteva.com/.

Political Activities: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 2023, Corteva was named one of the fourth quarter 2019, Corteva spent approximately $523,079top decile of companies in lobbying activities. While the majorityWharton’s Zicklin Center for Political Accountability’s “CPA-Zicklin Index” earning trendsetter status for its high level of this spend wastransparency. More information related to compensationCorteva’s policies and its political spending can be found at: https://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, employee representation, and pay equity, along with reviews of its leadership succession pipelines.

We believe by supporting inclusion, diversity, and equity initiatives for employees of all backgrounds, Corteva can retain and attract the best talent and nurture a workforce with a greater variety of skills, perspectives, backgrounds and experiences, which we expect 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 (ID&E) practices, see Corteva’s website, www.corteva.com/who-we-are/our-diversity.html.

16 | Corteva 2024 Proxy Statement


ESG INITIATIVES AND OUR VALUES

LOGO

Inclusion, Diversity, and Equity Approach

Corteva seeks to foster an inclusive work environment that attracts and retains the best talent, so we can continue to be a workplace that can drive agricultural innovation. In order to attract and retain the best talent, Corteva strives to invest in human capital for the long-term, to promote and monitor its culture and inclusion, in order to prevent discrimination. To this end, Corteva:

•  Maintains a Code of Conduct that prohibits discrimination

•  Conducts periodic gender and racial pay equity studies

•  Publishes our EEO-1 reports publicly on our website

•  Does not mandate employee arbitration with respect to employee discrimination or harassment claims

•  Provides a global parental leave policy

•  Conducts annual employee engagement surveys to monitor employee engagement and the inclusivity and ethics of the Company’s culture and management

The Company’s in-house lobbying personnelinclusion efforts are supported by nine business resource groups. These business resource groups are open to all employees and outside government affairs consultants, $29,050 were contributions to political committeesimplement programs focused on embracing the similarities and $24,530 related to dues payments allocated to lobbying performed by agricultural trade associationsdifferences of which Cortevapeople, cultures, and ideas, and fostering the professional development and engagement of their members.

LOGO

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 diverse representation within the leadership pipeline is a member.evaluated. Corteva’s management supports employee professional and personal growth through learning through various programs and efforts described in the table below.

LOGO

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

 

Corteva 20202024 Proxy Statement | 1517


 

AGENDA ITEM 1:

ELECTION OF DIRECTORS

BOARD COMPOSITION

TheOur Board is elected annually and currently consists of thirteen members, with Mr. Page serving as its Chair.

Our Board believes in maintaining a diverse and well-rounded membership, complete with qualifications, skills, and experience that support not only the Company’s business needs, but that also provide a current, holistic approach to the Company’s business model as a whole. Our Board has developed a deep and varied skill set, with a membership that reflects a comprehensive spectrum of both professional and personal experiences. The Board is elected annually. In February 2020, Edward Breen indicated that he would not stand for re-electioncommitted to diversity and inclusion at the 2020 MeetingBoard level and has taken steps to identify and attract diverse candidates with respect to skills, experience, education, gender, ethnicity, race, nationality, and age, skills, and experience in the context of the needs of the Board subsequently appointed Ms. Nayyarin the pool of potential candidates under consideration, while balancing the need to identify and attract candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board. For the 2020 Meeting, the Board intends to close the seat vacated by Mr. Breen.

The proposed twelve director nominees collectively possessGovernance and Compliance Committee, along with our Board, believe that our stockholders benefit from a varietyBoard drawing upon a broad array of skills, professional experience,experiences and diversity of backgrounds that allow them to effectively oversee Corteva’s business including: leadership experience; international experience; operational experience in agriculture, manufacturing, chemicals, and technology; public company board experience; board or other significant experiencebackgrounds. Consistent with trade and industry organizations and academic research institutions; and prior government or public policy experience. All of the director nominees, except for Mr. Collins, are independent under the New York Stock Exchange listing standards.

RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR

In accordance with the recommendation of the Nomination and Governance Committee,our priorities, the Board has nominated twelve individuals listed ina diverse slate of candidates consisting of: 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. The below metrics regarding our director nominee slate demonstrates the following table for election as Directors, to serve for a one-year term that expires at the Annual Meeting in 2021 or until their successors are elected and qualified.results of our ongoing refreshment priorities.

 

Name

AgeGender Diversity

Current Position

LOGO

 Independent  

Audit

CommitteeEthnic/Racial Diversity

LOGO

 

Nomination
and

GovernanceNon-U.S. Born

Committee

LOGO

92%

Independence

 

People and
Compensation
4.1 years

Committee

Average Tenure

 

Sustainability,
Safety &
Innovation
64 years

Committee

Average Age

18 | Corteva 2024 Proxy Statement


AGENDA ITEM 1: ELECTION OF DIRECTORS

The Governance and Compliance Committee and the Board carefully considered the qualifications, skills, and experience of each nominee when concluding that this year’s nominees should serve on the Board. The chart below highlights certain of the diverse sets of skills, knowledge, background, attributes, and experience that are represented on our Board:

 CORTEVA BOARD OF DIRECTORS

 SKILLS, EXPERIENCE & ATTRIBUTES MATRIX

 

Other

Current

Public

Boards

 Andreotti
 Engel Everitt Giesselman Grimes Johanns Liebert Lutz Magro Nayyar Page Preete Ward

(As of the date of the Proxy)Skills and Experience

            

Lamberto AndreottiC-Suite Executive Leadership Experience

Age 69

Former ChairBusiness and Chief Executive Officer,

Bristol-Myers Squibbstrategic management experience from service in a significant leadership position, such as CEO, CFO or other senior executive role

 🌑 🌑 🌑 🌑C 🌑 0🌑🌑🌑🌑🌑🌑🌑

Robert A. BrownOther Public Company Board Service (within last 5 years)

Age 63

President, Boston UniversityExperience serving on the boards of other public companies, which provides an understanding of corporate governance practices and the dynamics and operation of a corporate board, management accountability and protecting shareholder interests

 🌑  🌑 🌑🌑🌑🌑🌑🌑🌑🌑🌑
  🌑C 0

James C. Collins, Jr.Agriculture and/or Chemical Industry Experience

Age 57

Chief Executive Officer, CortevaIn-depth knowledge of our industry, operations, and competitive environment

  🌑 🌑 🌑 🌑 0🌑🌑🌑🌑🌑🌑

Klaus A. EngelAccounting/Finance/Financial Reporting Expertise

Age 63

Retired CEOExperience as a principal financial officer, principal accounting officer, controller, public accountant, auditor, or experience actively supervising such person(s); possessing deep financial literacy and understanding of Evonik Industriesfinancial reporting, budgeting, and financial strategy

 🌑 🌑 🌑 🌑 🌑 0🌑🌑🌑🌑🌑🌑🌑

Michael O. JohannsCapital Markets Expertise

Age 69

Retired U.S. SenatorExperience and understanding of capital markets, their structure, and how to best participate in such markets; in-depth understanding of investor perspectives; significant merger and acquisition experience

 🌑 🌑 🌑  🌑 1🌑🌑🌑🌑

Lois D. JuliberScience and Innovation

Age 70

Former Vice Chairman,
Colgate- Palmolive Company
Strong science/biotech background and/or R&D experience

 🌑 🌑 🌑 🌑 🌑 1🌑🌑🌑🌑

Rebecca B. LiebertInformation Technology/Cybersecurity/
Digital/Artificial Intelligence

Age 52

Executive Vice President,
PPG Industries, Inc.
Experience with driving technological innovation for business efficiency and revenue opportunities; experience managing/mitigating cybersecurity risks

 🌑  🌑 🌑 🌑 0🌑🌑🌑🌑

Marcos M. LutzGovernment/Regulatory

Age 50

Chief Executive Officer, Cosan LimitedExperience with regulated businesses, regulatory requirements and interacting with regulators and members of government or prior service in government

 🌑 🌑  🌑  1🌑🌑🌑🌑🌑🌑

Nayaki NayyarHuman Capital/Talent Management

Age 49

Chair, President, Digital ServiceExperience with compensation, attracting and Operations, Management, BMC Software.retaining top talent, development and succession planning

 🌑 🌑 🌑 🌑 🌑 1🌑🌑🌑🌑🌑🌑🌑🌑

Gregory R. PageInternational/Global Business Experience

Age 68

Retired Chair & Chief Executive Officer, Cargill, IncorporatedGlobal business experience, including managing and growing organizations outside the U.S.

 🌑 🌑🌑🌑🌑🌑🌑🌑🌑🌑🌑
  🌑C   3

Lee M. ThomasEnvironmental/Sustainability/
Corporate Responsibility

Age 75

Former Chair & Chief Executive Officer,

Rayonier Inc.Experience in managing environmental, corporate responsibility and sustainability initiatives and their relationship to the company’s business and strategy

 🌑 🌑 🌑 🌑 🌑 0

Patrick J. Ward

Age 56

Former Chief Financial Officer, CumminsInc.

 🌑 🌑C 🌑  🌑 0🌑

C = Chair

16  |  Corteva 20202024 Proxy Statement | 19


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

 CORTEVA BOARD OF DIRECTORS

 SKILLS, EXPERIENCE & ATTRIBUTES MATRIX

 Andreotti Engel Everitt Giesselman Grimes Johanns Liebert Lutz Magro Nayyar Page Preete Ward

Diversity Attributes

Female🌑🌑🌑🌑
Male🌑🌑🌑🌑🌑🌑🌑🌑🌑
American Indian or Native Alaskan
Asian🌑
Black or African American
Hispanic or Latino🌑
Native Hawaiian or Pacific Islander
White🌑🌑🌑🌑🌑🌑🌑🌑🌑🌑🌑
Non-U.S. born or Non-U.S. citizen🌑🌑🌑🌑🌑🌑🌑
LGBTQ+NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)NI(1)
(1)

NI= Not-Identified. While we annually survey the diversity attributes of our Board, directors retain the right not to self-identify.

RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR

In accordance with the recommendation of the Governance and Compliance Committee, the Board has nominated each of its 13 director nominees to serve for a one-year term that expires at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Meeting”), or until their successors are elected and qualified. Each of the director nominees has expressed his or her willingness to serve.

The Board unanimously recommends a vote FOR the election of ALL of thesethe named director nominees as Directors.Directors of the Board.

The Company benefits from an experienced, engaged, diverse, and independent board of directors with directors that have a deep knowledge of the Company’s business. Assuming each of the Board’s nominees is elected, our Board will consist of thirteen highly qualified directors, twelve of whom will be independent. Collectively, the Board reflects the diversity of operational expertise and experience necessary to oversee the Company’s strategic direction, operational execution and performance enhancements, and efforts to drive long-term stockholder value.

As provided by Article 2.7 of the Company’s Bylaws, prescribe the voting standard for electiondirectors will be elected by a vote of Directors as a majority of the votes cast. A majority of the votes cast in an uncontested election, such as this one, wheremeans that the number of nominees does notvotes FOR a nominee must exceed the number of Directors tovotes AGAINST that nominee. In an uncontested election, abstentions and broker non-votes will not be elected. counted as votes cast either for or against the nominees and therefore will have no effect on the election of the nominees.

Under the Corporate Governance Guidelines, if a nominee who already serves as a Directordirector is not elected, that nominee shall offer to tender his or her resignation to the Board. The NominationGovernance and GovernanceCompliance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting information, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided. If something unanticipated should occur prior to the 2020 Meeting making it impossible for one or more of the candidates to serve as a Director, votes will be cast in the best judgment of the persons authorized as proxies.

The NYSE rules do not permit brokers with discretionary authority to vote in the election of Directors.directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will abstain from voting on your behalf and your shares will not be voted in the election of Directors.directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker.

 

20 | Corteva 20202024 Proxy Statement  |  17


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

DIRECTOR NOMINEES

Information in the biographies summarizes key qualifications and diversity attributes as they apply to the individual Directorsdirector nominees to support the conclusion that these individuals are highly qualified to serve on the Board. The information is current as of the date of this Proxy Statement. Each nominee has consented to serve if elected.

 

  

Lamberto Andreotti

  
  

 

LOGOLOGO

 

Age 6973

 

FormerRetired Chairman and

Chief Executive Officer, of

Bristol-Myers

Squibb Company

Director Since: June 2019

Corteva Committees:

•  People & Compensation (Chair)

•  Sustainability & Innovation

  

Skills and Expertise

As the former chief executive officer of Bristol-Myers Squibb, Mr. Andreotti has a strong track record of leading a science and technology-based corporation and offers significant insight to the Board in the areas of innovation, global business, corporate governance, and investor relations. He also provides the Board with a broad perspective on human resources, finance, marketing, and government relations from his experience in various senior leadership roles with Bristol-Myers Squibb.

Career Highlights

Mr. Andreotti is the former chairman of the board and chief executive officer of Bristol-Myers Squibb Company, a global, innovative healthcare company. He served as chairman at Bristol-Myers Squibb from May 2015 to May 2017 and chief executive officer from May 2010 to May 2015. Mr. Andreotti previously served as its president and chief operating officer responsible for all of Bristol-Myers Squibb’s pharmaceutical operations worldwide. He joined Bristol-Myers Squibb’s board of directors in 2009, and led a broad range of businesses and regions after joining the company in 1998. Mr. Andreotti has served as a member of the board of directors of UniCredit S.p.A. since April 2018 and has served as a senior advisor to Essex Woodlands since June 2017. Hewas appointed deputy chairman in April 2021. Mr. Andreotti will retire from UniCredit’s board of directors effective April 17, 2024. Mr. Andreotti served as a director of EIDDowDuPont Inc. from 2012September 2017 until the effective date of the MergerJune 2019 when he became a director of DowDuPont until June 2019.

joined Corteva’s Board.

  

Skills and ExpertiseKlaus A. Engel, Ph.D.

As the former chief executive officer of Bristol-Myers Squibb, Mr. Andreotti has a strong track record of leading a science and technology-based corporation and offers significant insight to the Board in the areas of innovation, global business, corporate governance and investor relations. He also provides the Board with a broad perspective on human resources, finance, marketing and government relations from his experience in various senior leadership roles with Bristol-Myers Squibb.

  
Robert A. Brown
  

 

LOGOLOGO

 

Age 6867

 

President of Boston UniversityRetired Chief Executive Officer,

Evonik Industries AG

Director Since: June 2019

Corteva Committees:

•  Audit

•  Governance & Compliance

  

Dr. Brown has served as president of Boston University since September 2005. Dr. Brown previously was provost and professor of chemical engineering at the Massachusetts Institute of Technology from July 1998 through July 2005. Dr. Brown is a member of the National Academy of Sciences, the American Academy of Arts and Sciences, the National Academy of Engineering and a former member of the President’s Council of Advisors on Science and Technology. He is a member of the board of directors of the Association of American Universities and is a member of the Council on Competitiveness. Dr. Brown is chairman of the Academic Research Council of the Ministry of Education of the Republic of Singapore and also serves on the Research Innovation and Enterprise Council chaired by the Prime Minister of Singapore. Dr. Brown served as a director of EID from 2007 until the effective date of the Merger when he became a director of DowDuPont through June 2019.

Skills and Expertise

With his science and engineering background and from his positions at Boston University and the Massachusetts Institute of Technology, Dr. Brown provides the Board with an invaluable science and technology perspective combined with senior management capabilities.

18  |  Corteva 2020 Proxy Statement


AGENDA ITEM 1: ELECTION OF DIRECTORS

James C. Collins, Jr.

LOGO

Age 57

Chief Executive Officer
and Board Member,
Corteva, Inc.

Mr. Collins isEngel’s experience as the chief executive officer of Corteva. He previously served as the chief operating officertwo different chemical companies provides our Board with expertise of the Agriculture Division of DowDuPont Inc. since September 2017. Prior to this appointment, Mr. Collins was executive vice president of DuPonta global-minded leader with responsibility for the company’s agriculture segment, including DuPont Pioneerstrong corporate governance skills and Crop Protection, since January 2016. Prior to this, beginning in September 2013, he was senior vice president with responsibility for DuPont’s performance materials segment, was named to the position of executive vice president in December 2014,experience overseeing R&D and added responsibility for the electronics & communications segment in July 2015. Previously, Mr. Collins was vice president for acquisition & integration of Danisco, since January 2011, and was named president of DuPont’s industrial biosciences segment in May of that year. From 2004 to 2010, he was responsible for DuPont’s crop protection segment as vice president and general manager and then president. Mr. Collins joined DuPont as an engineer in 1984 and held positions in engineering, supervision and business management at a variety of manufacturing sites. In 1993, he joined the agriculture sales & marketing group where he served in a variety of roles across the globe supporting DuPont’s seed and crop protection businesses. Mr. Collins currently serves on the board of directors of CropLife International.innovation. He also serves on the Advisory Councilsbrings a depth of the University of Tennessee Loan Oaks Farm and the Food Forever Initiative Global Crop Diversity Trust and the National 4H Council.

Skills and Expertise

Mr. Collins brings over 25 years of agricultural experience to our Board. His work experience also brings to the Board significant experience in finance, capital management, sustainability, and accounting and managing human capital and international business.

Klaus A. Engel, Ph.D.

LOGOmulti-national chemical organizations outside the United States.

 

Age 63Career Highlights

Retired CEO of
Evonik Industries AG

Dr. Engel is the former chief executive officer of Evonik Industries AG, a specialty chemical manufacturer, from 2009 to 2017, and previously was chief executive officer of Degussa AG, a predecessor to Evonik from 2006 to 2009. Prior to that, Dr. Engel was chief executive officer of Brenntag AG/ Mülheim, a global chemical distribution company, since 2001. Earlier in his career, he held various senior positions in R&D, production, marketing, and strategy planning at Chemische Werke Hüls/Marl, VEBA AG, Düsseldorf and Stinnes AG and Mülheim an der Ruhr. Dr. Engel has been a member of the supervisory board of National-Bank, Essen since 2011 and joined the advisory board of Ruhr-University, Bochum, Germany in 2018. He is honorary professor at University of Duisburg/Essen and member of the board of trustees of Bonner Akademie für angewandte Politik at University of Bonn.

  

Skills and Expertise

Dr. Engel’s experience as the chief executive officer of two different chemical companies provides our Board with expertise of a global-minded leader with strong corporate governance skills and with experience overseeing R&D and innovation. He also brings a depth of experience in finance, sustainability and accounting and managing organizations outside the United States.

  

 

Corteva 20202024 Proxy Statement | 1921


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

  Michael O. Johanns

David C. Everitt

  
  

 

LOGOLOGO

Age 71

Retired President,

Agricultural and Turf Division of Deere & Co.

Director Since: March 2021

•  Governance & Compliance

•  Sustainability & Innovation

Skills and Expertise

As the former President of Deere & Company’s largest division, Mr. Everitt brings innovation experience, agriculture industry knowledge, and global operations expertise to our Board. Mr. Everitt also has significant manufacturing and marketing knowledge, along with public company board experience.

Career Highlights

Mr. Everitt has served on the board of directors and the lead independent director of Enviri Corporation (formerly, Harsco Corporation), an industrial services and engineering company that provides environmental solutions and innovative technology for the rail sector, since October 2018. At Enviri, he also served as non-executive chairman, from August 2014 to October 2018 and as a director, since 2010. From February 2014 to July 2014, Mr. Everitt also served as interim president and chief executive officer of Harsco. Mr. Everitt had an extensive career at Deere & Company, the world’s largest manufacturer of agricultural equipment and a major U.S. producer of construction, forestry, and lawn and grounds care equipment, where he worked from 1975 until his retirement in September 2012. At Deere, he held many executive positions, including as president, agricultural and turf division – North America, Asia, Australia, and Sub-Saharan and South Africa, and global tractor and turf products, from 2009 to 2012, president, agricultural division – North America, Australia, Asia and global tractor and implement sourcing, from 2006 to 2009, and president, agricultural division – Europe, Africa, South America and global harvesting equipment sourcing, from 2001 to 2006. Mr. Everitt has served on the boards of directors of Allison Transmission Holdings, Inc., a designer and manufacturer of vehicle propulsion solutions, since August 2014 and the Brunswick Corporation, a global designer, manufacturer, and marketer of recreational marine products, since July 2012. Previously, Mr. Everitt served on the board of directors of Agrium Inc., a retail supplier of agricultural products and services, from February 2013 until its merger with the Potash Corporation of Saskatchewan Inc. to form Nutrien Ltd., a Canadian fertilizer company, in January 2018, and then remained on the board of directors of Nutrien, from January 2018 to August 2020.

22 | Corteva 2024 Proxy Statement


AGENDA ITEM 1: ELECTION OF DIRECTORS

Janet P. Giesselman

LOGO

 

Age 69

 

Retired President & General Manager, Dow Oil & Gas

Director Since: March 2021

Corteva Committees:

•  Governance & Compliance (Chair)

•  Sustainability & Innovation

Skills and Expertise

Ms. Giesselman brings to the Board significant leadership experience as a senior executive in the agricultural and chemicals industry. She has a scientific educational background, including bachelor of science and master of science degrees in biology and plant pathology, respectively. Ms. Giesselman has substantial public company board experience, along with expertise in growth strategies and innovation.

Career Highlights

Ms. Giesselman is an experienced public company director who has previously held a number of senior leadership positions for The Dow Chemical Company, from 2001 to 2010, including president and general manager of Dow Oil & Gas, business vice president of Dow Latex, and as a vice president of Dow AgroSciences. From 1981 to 2001, Ms. Giesselman held sales, marketing, and strategic planning roles at Rohm and Haas Company, a specialty and performance materials company, including regional business director, agricultural, from 1998 to 2001. Ms. Giesselman has served on the board of directors of McCain Foods Ltd., a privately held global supplier of french fries, since June 2014; Twin Disc, Inc., a provider of power transmissions for marine, oil & gas and industrial uses, since June 2015; and Ag Growth International, Inc., a leading manufacturer of grain handling, storage and conditioning equipment, since 2013, and was appointed chair of its board of directors effective May 2023. Ms. Giesselman previously served on the board of directors of GCP Applied Technologies Inc., a global provider of construction products, from May 2020 until it was acquired by Saint-Gobain in September 2022; Avicanna Inc., a leader in innovative biopharmaceutical advances from June 2019 to May 2021, and OMNOVA Solutions Inc., a global provider of emulsion polymers, specialty chemicals and decorative & functional surfaces, from March 2015 until it was acquired by Synthomer in April 2020.

Corteva 2024 Proxy Statement | 23


AGENDA ITEM 1: ELECTION OF DIRECTORS

Karen H. Grimes

LOGO

Age 67

Retired Partner, Senior Managing Director & Equity Portfolio Manager, Wellington Management Company

Director Since: March 2021

Corteva Committees:

•  Audit

•  People & Compensation

Skills and Expertise

Ms. Grimes work experience brings strong financial acumen, investment expertise and a returns-focused mindset to Corteva’s Board. Additionally, the Board will benefit from her extensive executive-level experience and leadership abilities and deep understanding of financial accounting and internal financial controls. Ms. Grimes also provides significant risk management experience and provides a valuable investor-oriented perspective to the Board.

Career Highlights

Ms. Grimes was senior managing director, partner, and equity portfolio manager at Wellington Management Company LLP, an investment management firm, from January 2008 through December 2018. Prior to joining Wellington Management Company in 1995, she held the position of director of research and equity analyst at Wilmington Trust Company, a financial investment and banking services firm from 1988 to 1995. Before that, Ms. Grimes was a portfolio manager and equity analyst at First Atlanta Corporation from 1983 to 1986 and at Butcher and Singer from 1986 to 1988. Ms. Grimes holds the Chartered Financial Analyst designation. Ms. Grimes began her career as a field engineer in the Atlanta office at IBM after serving for three years in the U.S. Army. Ms. Grimes also has served as a director of Toll Brothers, Inc. and TEGNA, Inc. since March 2019 and February 2020, respectively.

Michael O. Johanns

LOGO

Age 73

Retired United States Senator, Nebraska and former U.S.
Secretary of Agriculture

Director Since: June 2019

Corteva Committees:

•  Governance & Compliance

•  Sustainability & Innovation

  

Mr. Johanns served as a U.S. Senator from Nebraska from 2009 until 2015. In the 111th-113th Congresses, his committee assignments included Agriculture, Appropriations, Banking, Commerce, Veterans Affairs, Indian Affairs, and Environment & Public Works. He was United States Secretary of Agriculture from 2005 until 2007 and was twice elected Governor of Nebraska, serving from 1999 until 2005. Mr. Johanns has also served on the board of directors of Deere & Company since 2015. In February 2016, his Presidential nomination as a new board member of the Millennium Challenge Corporation, a bilateral United States foreign aid agency, was confirmed by the United States Senate.

Skills and Expertise

As a former U.S. Senator and governor, Mr. Johanns has developed significant leadership qualities from his service in state and federal government, which are valuable to our Board. Additionally, as a result of the breadth of his experiences in law, governance, and other areas of oversight while serving as a partner of a law firm and in his various government roles, including as U.S. Secretary of Agriculture, he developed subject matter knowledge in the areas of agriculture, banking, commerce, and foreign trade.

Lois D. Juliber
  

Career Highlights

LOGO

Age 70

Former Vice-Chairman and Chief Operating Officer of Colgate-Palmolive Company

Ms. JuliberMr. Johanns served as vice chairman,a U.S. Senator from October 2004 to MarchNebraska from 2009 until 2015. In the 111th-113th Congresses, his committee assignments included Agriculture, Appropriations, Banking, Commerce, Veterans Affairs, Indian Affairs, and Environment & Public Works. He was United States Secretary of Agriculture from 2005 until 2007 and was twice elected Governor of Colgate-PalmoliveNebraska, serving from 1999 until 2005. Mr. Johanns has served on the board of directors of Deere & Company the principal business of which is the production and marketing of consumer products. Ms. Juliber was chief operating officer of Colgate-Palmolive from 2000 to 2004. She formerly served as executive vice president-developed markets, president, Colgate-Palmolive North America and chief technology officer of Colgate-Palmolive. Ms. Juliber has been director of Mondelez International, formerly Kraft Foods Inc., since 2007. She was2015. He previously founding chairperson of the MasterCard Foundation from 2006 to 2015 and also serves as a Trustee Emeritae of Wellesley College, a member of the President’s Council at Olin College and a member of the President’s Council at Wellesley College. Ms. Juliber served as a director of EIDBurlington Capital/ATAX from 1995May 2015 until September 2019. Mr. Johanns serves on several advisory councils and boards of directors related to advancing agriculture policy, farmer financing, and renewable energy, including the effective date ofFarm Foundation, the Merger when she becameFlinchbaugh Center for Ag Policy at Kansas State University, Ag America Lending, and the Center for Infrastructure and Economic Development, where he is a director of DowDuPont until June 2019.

national co-chair.

  

Skills and Expertise

As the former vice chairman, chief operating officer and chief technology officer of Colgate Palmolive, one of the world’s top science-driven consumer products companies, Ms. Juliber brings to the Board deep and broad experience leading and profitably growing global businesses. Her expertise in marketing, R&D / product development, supply chain management, information technology, human resource development and business development strongly complements Corteva’s strategic priorities. In addition, she has extensive experience growing U.S.-based businesses in emerging markets such as China and India. With over 20 years of corporate and not-for-profit Board experience, Ms. Juliber also provides unique insight in governance, audit and compensation issues.

  

 

2024 | Corteva 20202024 Proxy Statement


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

  

Rebecca B. Liebert,

 Ph.D.

  

 

LOGOLOGO

 

Age 5256

 

President & Chief Executive Vice President, PPG Industries, Inc.Officer, The Lubrizol Corporation

Director Since: June2019

Corteva Committees:

•  People & Compensation

•  Sustainability & Innovation (Chair)

  

Ms.Skills and Expertise

As a chief executive officer at an international chemical manufacturer, Dr. Liebert brings significant leadership skills to the Board and contributes her experiences managing human capital, technology, and scientific development at international organizations.

Career Highlights

Dr. Liebert became president and chief executive officer of The Lubrizol Corporation in October 2022. Lubrizol is a provider of specialty chemicals for the transportation, industrial and consumer markets. Prior to this appointment, Dr. Liebert was an executive vice president at PPG Industries, a publicly traded global manufacturer of paints, coatings, and specialty materials. Ms.materials from October 2019 to September 2022. Dr. Liebert joined PPG in June 2018 and served as the senior vice president automotive coatings until taking her currentthe executive vice president role in October 2019. Prior to PPG, Ms.Dr. Liebert spent a decade at Honeywell in senior roles including most recently serving as president and chief executive officer of Honeywell UOP, which develops technology for the petroleum refining, gas processing, petrochemical production, and major manufacturing industries. She started her career at Honeywell in the Electronic Materials business and moved to UOP in 2012. Earlier, she spent two years at Alcoa as president of Reynolds Food Packaging and started her career at NovaNOVA Chemicals.

In February 2022, Dr. Liebert was elected to the National Academy of Engineering, one of the engineering profession’s most prestigious distinctions.

  

Skills and ExpertiseMarcos M. Lutz

As an executive at an international manufacturer, Ms. Liebert brings significant leadership skills to the Board and contributes her experiences managing human capital, technology, and scientific development at international organizations.

  
Marcos M. Lutz
  

 

LOGOLOGO

 

Age 5054

 

CEO of Cosan LimitedChief Executive Officer,
Ultrapar Participacões S.A.

Director Since: June 2019

Corteva Committees:

•  People & Compensation

•  Sustainability & Innovation

  

Skills and Expertise

Mr. Lutz’s professional experience provides him significant knowledge of the agricultural business and business operations, logistics, and marketing in Brazil, which enables him to contribute his expertise in corporate leadership, strategic analysis, operations, and executive compensation matters.

Career Highlights

Mr.Lutz iswas named chief executive officer of Ultrapar Participações S.A., a Brazil-based conglomerate operating in the sectors of fuel distribution, specialty chemicals, liquid bulk storage and directorpharmacies, effective January 2022, and served as a member of Ultrapar’s board of directors from April to December 2021. Previously, Mr. Lutz was chief executive officer of Cosan Limited, a Brazil-based holding company that operates in strategic sectors including agribusiness, fuel and natural gas distribution, lubricants and logistics. Mr. Lutz was appointed chief executive officer inlogistics, from April 2015 to April 2020, and has served as a director of Cosan sincefrom December 2009.2009 to June 2020. Prior to joining Cosan, he held senior leadership roles at Companhia Siderurgica Nacional (CSN) SA, most recently serving as vice president of infrastructure and energy with responsibility for the company’s hydroelectric plants, logistics, railways and port terminals. Prior to that, he was the chief operating officer for Ultracargo S.A., Ultra Group’s logistics subsidiary. Mr. Lutz also currently serves on the board of Votorantim SA, a Brazil-based conglomerate mainly operating in the mining and metals, energy and banking sectors, since April 2021. Mr. Lutz previously served as a director at Monsanto Company from May 2014 to June 2018.

  

Skills and Expertise

Mr. Lutz’s professional experience provides him significant knowledge of the agricultural business and business operations, logistics, and marketing in Brazil, which enables him to contribute his expertise in corporate leadership, strategic analysis, operations, and executive compensation matters.

  

 

Corteva 20202024 Proxy Statement | 2125


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

  Nayaki Nayyar

Charles V. Magro

  
  

 

LOGOLOGO

 

Age 4954

 

President, Digital Service and Operations Management, BMC SoftwareChief Executive Officer,
Corteva, Inc.

Director Since: November 2021

Corteva Committees:

•  None

  

Since October 2016, Ms. Nayyar has served as PresidentSkills and Expertise

Mr. Magro brings over 20 years of Digital Services Management at BMC Software, Inc., a leading enterprise software solutions provider. Priorcombined agricultural and chemical experience to joining BMC Software, Inc., Ms. Nayyar served as General Managerour Board. His work experience also brings to the Board significant experience in mergers and Global Head of the Internet of Things (IoT) division of SAP SE, a leading provider of enterprise application software, from January 2016 to October 2016. She joined SAP SE in 2011, holding the positions of Senior Vice President, Corporate Strategy, from March 2011 to December 2011,acquisitions, restructuring, managing human capital and Senior Vice President, SAP Cloud, Customer Engagement, from January 2012 to December 2015. Ms. Nayyar also served as Vice President and Chief Technical Officer, Enterprise Architecture and Application Services, at Valero Energy Corporation, an international petroleum company, from August 2000 to February 2011. Ms. Nayyar has served as a director of Veritone Inc. since October 2018. Ms. Nayyar joined our Board in February 2020.business.

 

Career Highlights

Mr. Magro was appointed chief executive officer and director of Corteva on November 1, 2021. Prior to joining Corteva, he served as president and chief executive officer of Nutrien Ltd. (“Nutrien”) from the company’s launch in 2018 until April 2021. From 2014 to 2018, Mr. Magro served as president and chief executive officer of Agrium Inc., which merged with Potash Corporation of Saskatchewan to create Nutrien. As president and chief executive officer of Nutrien, Mr. Magro led more than 27,000 employees to achieve best-in-class engagement, top safety performance and exceptional business results. He also led the company through numerous merger and acquisition transactions, expanding globally and restructuring the industry. Prior to this role, he held a variety of other key leadership positions with the company, including chief operating officer, chief risk officer, executive vice president of corporate Development, and Vice President of Manufacturing. He joined Agrium in 2009 following a productive career with NOVA Chemicals. Mr. Magro has served on the board of directors of Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing industry since May 2022. Mr. Magro previously served on the Canada Pension Plan Investment Board from 2018 until March 2022.

  

Nayaki R. Nayyar

LOGO

Age 53

Chief Executive Officer, Securonix, Inc.

Director Since: February2020

Corteva Committees:

•  Audit

•  Governance & Compliance

Skills and Expertise

Ms. Nayyar brings to our Board technical expertise in information technology, cybersecurity, artificial intelligence, and digital technologies, along with extensive experience in leading large teams in complex global organizations through acquisitions, technology transitions, and growth phases, each of which provide valuable insight to our Board with respect to the Company’s technology and growth strategies.strategies, and cost-savings initiatives.

Career Highlights

Ms. Nayyar was appointed chief executive officer and director of Securonix, Inc., a security intelligence solutions provider, in December 2022. Prior to this, Ms. Nayyar was the president and chief product officer of Ivanti, Inc., a software company specializing in IT asset management and cybersecurity until October 2022. Ms. Nayyar joined Ivanti in July 2020, as executive vice president and chief product officer. From October 2016 to June 2020, Ms. Nayyar served as president of digital services management at BMC Software, Inc., a leading enterprise software solutions provider. Prior to joining BMC Software, Inc., Ms. Nayyar served as general manager and global head of the internet of things (IoT) division of SAP SE, a leading provider of enterprise application software, from January 2016 to October 2016. She joined SAP SE in 2011, holding the positions of senior vice president, corporate strategy, from March 2011 to December 2011, and senior vice president, SAP cloud, customer engagement, from January 2012 to December 2015. Ms. Nayyar also served as vice president and chief technical officer, enterprise architecture and application services, at Valero Energy Corporation, an international petroleum company, from August 2000 to February 2011. Ms. Nayyar has served as a director of TD SYNNEX Corporation since September 2021 and previously served as a director of Veritone Inc. from October 2018 to December 2022.

26 | Corteva 2024 Proxy Statement


AGENDA ITEM 1: ELECTION OF DIRECTORS

  

Gregory R. Page

  
Gregory R. Page
  

 

LOGOLOGO

 

Age 6872

 

Retired Chairman and CEO of Chief Executive Officer,
Cargill, Incorporated

Director Since: June 2019

Corteva Committees:

•  Audit

•  Governance & Compliance

  

Skills and Expertise

As the retired chairman and former chief executive officer of one of the largest global agricultural corporations, Mr. Page brings extensive leadership and global business experience, in-depth knowledge of commodity markets and agriculture, and a thorough familiarity with the key operating processes of a major corporation, including financial systems, global market dynamics, and succession management. Mr. Page’s experience and expertise provide him valuable insight on financial, operational, and strategic matters and make him well-positioned to serve as Corteva’s Chair.

Career Highlights

Mr. Page is the retired chairman and chief executive officer of Cargill, Incorporated. He served as executive director of Cargill from September 2015 to August 2016, as executive chairman from December 2013 to September 2015, chief executive officer from June 2007 to December 2013, and President from 2000 to 2007. He was elected to the Cargill board of directors in August 2000 and elected chairman of the board in September 2007. Mr. Page joined Cargill in 1974 as a trainee assigned to the Feed Division and over the years held a number of positions in the United States and Singapore, including working with the start-up of a poultry processing operation in Thailand, thewithin its beef and pork processing operations of Cargill’s Excel subsidiary in Wichita, Kansas, and the Financial Markets Group in Minneapolis.Group. Mr. Page serves as a member of the board of directors ofof: Eaton Corporation plc (since 2003), where he was elected lead independent director in 2022; Deere & Company (since 2013),; and 3M (since 2016). He is former-chairformer chair of the board of directors of Big Brothers Big Sisters of America and former president of the Northern Star Council of the Boy Scouts of America and continues to serve on both boards. He also serves on the board of Alight (formerly known as the American Refugee Committee).

Kerry J. Preete

LOGO

Age 63

Retired Executive Vice
President and Chief Strategy
Officer, Monsanto Company

Director Since: March 2021

Corteva Committees:

•  People & Compensation

•  Sustainability & Innovation

Skills and Experience

Mr. Preete brings to the Board broad business and regulatory acumen and deep knowledge of agricultural products, chemicals, and technology-based solutions from his decades of executive leadership and public chemical company board experiences.

 

  

SkillsCareer Highlights

Mr. Preete had an extensive career at the Monsanto Company, where he worked for over thirty years in roles of increasing responsibility. Mr. Preete served as the executive vice president and Expertise

Aschief strategy officer for Monsanto, from 2010 until his retirement in June 2018, and agreed to stay on as an employee of Bayer AG after Monsanto’s acquisition through December 2018. Prior to that, Mr. Preete served as the retired chairmanpresident of global crop protection and former chief executive officerchemicals, from 2009 to 2010, as the vice president of oneinternational crops business, from 2008 to 2009, as the president of seminis vegetable seeds, from 2005 to 2008, as the largestvice president of U.S. markets, from 2001 to 2005, as the vice president of global agricultural corporations,product management, from 1999 to 2001, and as the director of global product stewardship and chemicals, from 1998 to 1999. Earlier in his career at Monsanto, Mr. Page brings extensive leadershipPreete held various position in the marketing and distribution groups, from 1985 to 1998, including as U.S. marketing director. Mr. Preete has served on the board of directors of Avient Corporation (f/k/a PolyOne Corporation), a specialized provider of polymer materials, services and solutions, since December 2013, and previously served on the board of directors of Univar Solutions Inc., a global business experience, in-depth knowledge of commodity marketschemical and agriculture and a thorough familiarity with the key operating processes of a major corporation, including financial systems, global market dynamics and succession management. Mr. Page’s experience and expertise provide him valuable insight on financial, operational and strategic matters.ingredient distributor, from May 2018 until its acquisition by Apollo Funds in August 2023.

    

 

22Corteva 2024 Proxy Statement | Corteva 2020 Proxy Statement27


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

  Lee M. Thomas

Patrick J. Ward

  
  

 

LOGOLOGO

 

Age 7560

 

Former Chairman and CEO of RayonierRetired Chief Financial Officer, Cummins Inc.

Director Since: June2019

Corteva Committees:

•  Audit (Chair)

•  People & Compensation

  

Mr. Thomas served at Rayonier Inc., a global forest products company, as chairman from July 2007 to May 2012, and chief executive officer from March 2007 to December 2011. He was also president of Rayonier from March 2007 through August 2010. Previously, Mr. Thomas was president and chief operating officer of Georgia-Pacific Corp. Prior to joining Georgia-Pacific, he was chairman/chief executive officer of Law Companies Environmental Group Inc. and administrator of the U.S. Environmental Protection Agency. Mr. Thomas previously served on the board of the Regal Entertainment Group from 2006 to 2018 and the board of Airgas Inc. from 1998 to 2016. Mr. Thomas served as a director of EID from 2011 until the effective date of the Merger when he became a director of DowDuPont until June 2019.

Skills and Expertise

From his experiences as presidentchief financial officer and chief executive officerin management of twoa global public companies,company, Mr. ThomasWard brings in depth of skills with respect to complex financial reporting, finance, and public accounting. Mr. Ward also provides the Board with a deep understanding of corporate governance, finance, global businesssignificant capital markets, investment management, and investor relations. He also offers the Board key insights on government relations and environmental management from his tenure as administrator of the Environmental Protection Agency and his senior leadership roles. He brings to the Board valuable organizational management skills through his experiences as an independent consultant and as CEO of a consulting firm.

Patrick J. Ward

LOGOexperience.

 

Age 56Career Highlights

Retired CFO of Cummins Inc.

Mr. Ward served as chief financial officer of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies, from May 2008 until March 2019. He held a broad range of financial leadership positions after joining Cummins in 1987, including serving as vice president, engine business controller, and executive director, power generation business controller. Mr. Ward previouslyhas served a director of Flex, Ltd., a global contract manufacturing services provider, since January 2022. Mr. Ward served as a director of EIDDowDuPont, Inc. from 2013September 2017 until the effective date of the MergerJune 2019 when he became a director of DowDuPont until June 2019.joined Corteva’s Board.

 

  

Skills and Expertise

From his experiences as chief financial officer and in management of a global public company, Mr. Ward brings a depth of experience in management, financial reporting, global business, capital markets, investment management, investor relations and public accounting and finance.

 

 

AGENDA ITEM 1: ELECTION OF DIRECTORS

The Board of Directors recommends that you vote FOR all 12 Director13 director nominees.

 

28 | Corteva 20202024 Proxy Statement  |  23


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

DIRECTOR COMPENSATION

Corteva compares its non-employee director compensation programs, designs, and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion and Analysis. Corteva targets the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to Corteva’s non-employee directors in 2019.2023.

Non-Employee Directors’ Fees

The 20192023 directors’ fees as stated below are paid only to directors who are not employees of the Company.Corteva. An overview of the 20192023 Compensation Elements is provided below. As the Chair of our Board, Mr. Page received an additional annual retainer of $200,000 split between $80,000 in cash and $120,000 in additional equity for his service in 2019. Equity retainers or fees arefor 2023 were issued as restricted stock unit (“RSUs”) that may not be transferred or sold untilwill vest on the director’s retirement fromfirst anniversary of the Board.grant date.

 

Compensation Element

  

($)

 

Cash Retainer

   115,000130,000 

Equity Retainer

   170,000 

Total Retainer

   285,000300,000 

Board Chair Cash Retainer

80,000

Board Chair Equity Retainer

120,000

Total Board Chair Retainer

200,000

Annual Committee Chair Fees

  

 Audit

   35,000 

 People & Compensation

   25,000 

 All Other

   20,000 

Non-Employee Executive Chair Fee(1)

200,000

(1)

A portion of the annual non-executive chair fee reflected a one-time award of $50,000 related to Mr. Page’s additional commitments as chair of a new company. The one-time additional fee was split between $20,000 in cash and $30,000 in equity.

Director Compensation for 20192023

The directorsdirectors’ annual cash retainers, and chair fees and equity retainers for 2019 were prorated due to the Separation.2023 are set forth below.

 

Name

 Fees Earned or
Paid in Cash ($)
(a)
 Stock
Awards ($)
(b)
 

Change in

Pension Value and Non-
Qualified Deferred
Compensation Earnings

($)(c)

 All Other
Compensation ($)
(d)
 Total ($) 

Name

  

Fees Earned or

Paid in Cash ($)

  

Stock

Awards ($)(a)

  

Change in

Pension Value and Non-

Qualified Deferred

Compensation Earnings

($)

  

All Other

Compensation ($)(b)

  Total ($)

Lamberto Andreotti

 81,667  170,197     300  252,164 

Edward D. Breen

 67,083  170,197     175  237,455 

Robert A. Brown

 78,750  170,197     113,096  362,043 

Lamberto Andreotti

  155,000  170,300    300  325,600

Klaus A. Engel

 67,083  170,197     175  237,455 

Klaus A. Engel

  130,000  170,300    300  300,600

David C. Everitt

David C. Everitt

  130,000  170,300    300  300,600

Janet P. Giesselman

Janet P. Giesselman

  130,000  170,300    300  300,600

Karen H. Grimes

Karen H. Grimes

  130,000  170,300    300  300,600

Michael O. Johanns

 67,083  170,197     300  237,580 

Lois D. Juliber

 67,083  170,197  15,278  114,968  367,526 

Michael O. Johanns

  130,000  170,300    300  300,600

Rebecca B. Liebert

 67,083  170,197     175  237,455 

Marcos M. Lutz

 67,083  170,171     175  237,429 

Rebecca B. Liebert

  150,000  170,300    300  320,600

Marco M. Lutz

Marco M. Lutz

  130,000  170,300    300  300,600

Nayaki R. Nayyar

Nayaki R. Nayyar

  130,000  170,300    300  300,600

Gregory R. Page

  125,417   290,029      8,702   424,148 

Lee M. Thomas

 67,083  170,197     300  237,580 

Gregory R. Page

  230,000  290,186    300  520,486

Kerry J. Preete

Kerry J. Preete

  130,000  170,300    300  300,600

Patrick J. Ward

 87,500  170,197     300  257,997 

Patrick J. Ward

  165,000  170,300    300  335,600
(a)

In addition to the annual retainer, the amount in this column includes non-employee executive chair and committee chair fees.

(b)

The number of RSUs granted was determined by dividing the value of the 20192023 grant ($170,000) by the closing price of CTVACorteva common stock on the grant date and rounding up to the next multiple of 10. The June 3, 2019 RSU grant for all directors except for Mr. Lutz had a full grant date fair value of $24.81$61.48 per share with a total value of $170,197$170,300 in accordance with the same standard applied for financial accounting purposes. The June 25, 2019, RSU grant to Mr. LutzPage had a full grant date fair value of $27.67 per share with a total value of $170,171$290,186, as it included the portion of his Board Chair Retainer which is delivered in accordance with the same standard applied for financial accounting purposes. For Mr. Page this amount also includes the valueform of personal travel for the Company’s convenience on the Company's plane.equity.

(b)

Includes accidental death and disability insurance premiums

 

24Corteva 2024 Proxy Statement | Corteva 2020 Proxy Statement29


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

(c)

Represents the estimated change in the actuarial present value of a Director’s accumulated pension benefits under Historical DuPont’s discontinued Retirement Income Plan for Non-Employee Directors.

(d)

Includes accidental death and disability insurance premiums, along with accruals made in 2019 for non-employee directors under Historical DuPont’s discontinued Directors’ Charitable Gift Plan. For Mr. Brown and Ms. Juliber these amounts also include contributions by the Historical DuPont Charitable Gift Plan of $112,796 and $114,668, respectively. For Mr. Page this amount also includes the value of personal travel for the Company’s convenience on the Company’s plane.

Non-Employee Directors Stock Grant

In June 2019, each On April 21 2023, the Board granted equity retainer RSU awards, which will vest in their entirety on the first anniversary of the grant date. Each non-employee director serving on the Board except for Mr. Lutz, received a grant of 6,860 RSUs, with provisions limiting transfer until retirement from service on the Board.2,770 RSUs. Mr. Lutz joined thePage, as Board on June 25, 2019, andchair, received a grant of 6,150 RSUs on identical vesting terms. Mr. Page received a grant of 11,6904,720 RSUs, which reflectreflects the equity portion of his non-executive chair fee, in addition to the as well as his non-employee director retainer.equity retainer award.

Non-Employee Directors Stock Ownership Guidelines

The Company’s stock ownership guidelines 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. Equity is a key component of director compensation. Non-executivecompensation in order to align their interests with those of the Company’s stockholders. In order to ensure the non-employee directors are subject tomeet the guidelines, the Company maintains a stock ownership guidelines, which require these directorsholding requirement that requires the director to hold all equity compensation until hishe or her retirementshe meets the stock ownership guidelines. The equity retainer awards granted since the Company’s inception through 2021 will not vest until the non-employee director retires from the Board. Beginning in 2022, equity retainer awards vested in their entirety on the first anniversary of the grant date. As of December 31, 2019,2023, the non-employee directors were in compliance with the stock ownership guidelines.guidelines, or are anticipated to reach their guideline within the prescribed timeframe.

Non-Employee Directors Deferred Compensation Plan

Non-employee directors may choose, prior to the beginning of each year, to have all or part of their fees credited or deferred to a Stock Accumulation and Deferred Compensation Plan for non-employee directors. Under the plan, a director may defer all or part of the Board retainer and Committee Chair fees in cash or stock units until retirement as a director or until a specified year after retirement.in the future. Interest accrues on deferred cash payments and dividend equivalents accrue on deferred stock units. As part of the retention requirements, equity grants will be held until retirement. However, a director may defer payments beyond retirement.

Business Travel Accident Insurance for Non-Employee Directors

The Company maintains business travel accident insurance policies covering each non-employee director, which will cover accidental death and dismemberment if the director is traveling on Corteva business.

Historical DuPont Directors’ Retirement Income Plan

In 1998, Historical DuPont discontinued its legacy retirement income plan for non-employee directors. Non-employee directors who began their service on the Historical DuPont Board prior to the plan’s discontinuation continue to be eligible to receive benefits under the plan. Upon retirement, annual benefits payable under the plan equal one-half of the annual board retainer (up to $85,000 and exclusive of any Committee compensation and stock, RSU or stock option grants) in effect at the director’s retirement. Benefits are payable for the lesser of life or ten years.

Historical DuPont Directors’ Charitable Gift Plan

In October 2008, Historical DuPont discontinued its legacy Historical DuPont charitable gift plan with respect to future Directors. After the death of a director, DuPont donated five consecutive annual installments of up to $200,000 each to tax-exempt educational institutions or charitable organizations recommended by the director and approved by Historical DuPont.

A director was fully vested in the plan after five years of service as a director or upon death or disability. The plan is unfunded. Historical DuPont does not purchase insurance policies to satisfy its obligations under the plan. The directors do not receive any personal financial or tax benefit from this program because any charitable, tax-deductible donations accrue solely to the benefit of EID. Employee directors were able to participate in the plan if they made a required annual contribution.

EQUITY COMPENSATION PLAN INFORMATION

The tablestable below shows the Equity Compensation Plan Information as of December 31, 20192023 for Corteva, Inc.

 

 (1) (2) (3)   (1)  (2)  (3)

Plan Category

 

# of securities to

be issued upon

exercise of outstanding

options, warrants, rights

 

Weighted-average exercise

price of outstanding

options, warrants, rights ($)

 

# of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in column (1))

   # of securities to
be issued upon
exercise of outstanding
options, warrants, rights
  Weighted-average exercise
price of outstanding
options, warrants, rights ($)
  # of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (1))

Equity Compensation Plans Approved
by Security Holders

 15,764,082  32.47  17,761,504 

Equity Compensation Plans Approved
by Security Holders

Equity Compensation Plans Approved
by Security Holders

Equity Compensation Plans Approved
by Security Holders

Equity Compensation Plans Approved
by Security Holders

Equity Compensation Plans not Approved
by Security Holders

Equity Compensation Plans not Approved
by Security Holders

Equity Compensation Plans not Approved
by Security Holders

Equity Compensation Plans not Approved
by Security Holders

Equity Compensation Plans not Approved
by Security Holders

Total

Total

Total

Total

Total

 

30 | Corteva 20202024 Proxy Statement  |  25


AGENDA ITEM 1: ELECTION OF DIRECTORS

 

BENEFICIAL OWNERSHIP OF COMPANY STOCK

The following table presents the beneficial ownership of Corteva’s Common Stockcommon stock as of February 27, 2020,March 1, 2024, except as noted, for (i) each Director of the Company, (ii) each nominee for Directordirector, (iii) each of our named executive officers listed in the Summary Compensation Table, (iv) all Directorsdirectors and executive officers as a group, and (v) each person beneficially owning more than 5% of the outstanding shares of Corteva’s Common Stock.common stock.

 

Name

 

Current Shares

Beneficially Owned(a)

  

Rights to Acquire

Beneficial Ownership
of  Shares
(b)

  Total  

Percent of Shares

Beneficially Owned(c)

 

Lamberto Andreotti

  0   0   0   * 

Edward D. Breen

  144,952   491,364   636,316   * 

Robert A. Brown

  48   0   48   * 

Meghan Cassidy

  10,559   45,214   55,773   * 

James C. Collins, Jr.

  109,597   292,552   402,149   * 

Klaus A. Engel

  18,393   0   18,393   * 

Gregory R. Friedman

  25,091   80,418   105,509   * 

Cornel B. Fuerer

  11,118   49,839   60,957   * 

Rajan Gajaria

  28,603   48,648   77,301   * 

Timothy P. Glenn

  53,786   106,239   160,025   * 

Neal Gutterson

  9,109   45,075   54,184   * 

Michael O. Johanns

  0   0   0   * 

Lois D. Juliber

  738   0   738   * 

Rebecca B. Liebert

  44   0   44   * 

Marcos M. Lutz

  35,000   0   35,000   * 

Nayaki Nayyar

  0   0   0   * 

Gregory R. Page

  5,542   0   5,542   * 

Lee M. Thomas

  5,178   0   5,178   * 

Brian J. Titus

  3,976   36,110   40,086   * 

Patrick J. Ward

  0   0   0   * 

All Directors and Executive Officers as a Group (20 persons)

  461,734   1,195,509   1,657,243   * 

Certain Other Owners:

    

BlackRock, Inc.

  66,008,045.0(d)     8.80

The Vanguard Group

  74,312,005.0(e)     9.92

State Street Corporation

  44,222,491.0(f)     5.91

Name

  Current Shares
Beneficially Owned
(a)
 Rights to Acquire
Beneficial Ownership
of Shares
(b)
  Total  Percent of Shares
Beneficially Owned
(c)

David J. Anderson

    57,625   161,986    219,611    *

Lamberto Andreotti

    2,979   2,795    5,774    *

Samuel R. Eathington

    47,909   73,324    121,233    *

Klaus A. Engel

    13,478   2,795    16,273    *

David C. Everitt

    1,271   0    1,271    *

Janet P. Giesselman

    458   0    458    *

Timothy P. Glenn

    196,784   193,288    390,072    *

Karen H. Grimes

    2,979   2,795    5,774    *

Michael O. Johanns

    5,203   0    5,203    *

Robert D. King

    13,847   35,835    49,682    *

Rebecca B. Liebert

    3,023   2,795    5,818    *

Marcos M. Lutz

    37,085   2,795    39,880    *

Charles V. Magro

    114,977   118,108    233,085    *

Nayaki R. Nayyar

    0   0    0    *

Gregory R. Page

    10,542   0    10,542    *

Kerry J. Preete

    2,500   0    2,500    *

Patrick J. Ward

    3,007   0    3,007    *

All Directors and Executive Officers as a Group (20 persons)(d)

    657,798   726,039    1,383,837    *

Certain Other Owners:

           

The Vanguard Group

    80,338,904(e)          11.7%

BlackRock, Inc.

    53,895,896(f)          7.8%
(a)

Except as otherwise noted and for shares held by a spouse and other members of the person’s immediate family who share a household with the named person, the named persons have or share voting and investment power over the indicated number of shares. This column also includes all shares held in a trust over which the person has or shares voting or investment power and shares, or shares held in trust for the benefit of the named party in the EIDEIDP, Inc. Retirement Savings Plan. Beneficial ownership of some or all of the shares listed may be disclaimed.

(b)

This column includes any shares that the person could acquire through April 27, 2020,30, 2024, by (1) exercise of an option granted; (2) performance shares to be delivered; or (3) the vesting of restricted stock units. To the extent that these shares have not been issued as of the record date, they cannot be voted at the 20202024 Meeting. For Mr. Glenn, includes 9,022 deferred stock units held in the Management Deferred Compensation Plan.

(c)

The percentage of shares beneficially owned is calculated based on the number of shares of common stock outstanding as of February 14, 2020.March 1, 2024.

(d)

The address for all directors and executive officers is c/o Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, DE 19805.

(e)

Based on a Schedule 13G13G/A filed by BlackRock, Inc.The Vanguard Group on February 7, 202013, 2024 with the SEC reporting beneficial ownership as of December 31, 2019. BlackRock, Inc. has sole voting power over 57,547,628 shares, shared voting power over 0 shares, and sole dispositive power over 66,008,045 shares. BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055.

(e)

Based on a Schedule 13G filed by The Vanguard Group on February 11, 2020 with the SEC reporting beneficial ownership as of December 31, 2019.2023. The Vanguard Group has sole voting power over 1,115,4990 shares, shared voting power over 201,761882,594 shares, sole dispositive power over 73,066,51677,349,567 shares, and shared dispositive power over 1,245,4892,989,337 shares. The Vanguard Group‘s address is 100 Vanguard Boulevard, Malvern, PA 19355.

(f)

Based on a Schedule 13G13G/A filed by State Street CorporationBlackRock, Inc. on February 14, 202013, 2024 with the SEC reporting beneficial ownership as of December 31, 2019. State Street Corp.2023. BlackRock, Inc. has sharedsole voting power over 32,553,19248,648,661 shares, sole dispositive power over 53,895,896 shares, and shared voting or dispositive power over 44,222,4910 shares. State Street Corporation’sBlackRock, Inc.’s address is State Street Financial Center, One Lincoln Street, Boston, MA 02111.50 Hudson Yards, New York, NY 10001.

 *

Less than 1% of the total shares of Corteva common stock outstanding.

 

26Corteva 2024 Proxy Statement | Corteva 2020 Proxy Statement31


COMPENSATION DISCUSSION AND ANALYSIS

This section summarizes the objectives and elements of Corteva’s executive compensation program and discusses and analyzes the 2023 compensation decisions by the Committee regarding our Named Executive Officers (“NEOs”). For 2023, Corteva’s NEOs are:

LOGO

Charles V. Magro

Chief Executive Officer

LOGO

David J. Anderson

Executive Vice President, Chief Financial Officer

LOGO

Samuel R. Eathington, Ph.D.

Executive Vice President,
Chief Technology & Digital
Officer

LOGO

Timothy P. Glenn

Executive Vice President,
Seed Business Unit

LOGO

Robert D. King

Executive Vice President,
Crop Protection Business Unit

32 | Corteva 2024 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Corteva is an agricultural company recognized as a leader in the seed and crop protection markets globally. We work collaboratively to support farmers around the globe to ensure they have the tools and innovations to help produce the secure supply of food the world demands, while conserving resources and sustaining the land.2023 SUMMARY PERFORMANCE

OurCorteva’s compensation philosophy is to provide pay for performance in support of our long-term business objectives, as well as the achievement of annual targets. In 2019, Corteva’s Board and leadership wereCorteva has been focused on establishingbecoming the leading global integrated agriculture technology solutions company by providing best-in-class germplasm and traits in its seed segment, creating many new products from an innovative pipeline such as QromeTM corn trait and the EnlistTM soybean trait, and increasing our emphasis on higher-margin patented & differentiated products in our crop protection segment, including RinskorTM, ArylexTM, , and our spinosyns franchise. In the seed segment, we continued to grow margins and Enlist E3 soybeans reached about 58% penetration in the U.S. for 2023, making it the number one selling soybean technology in this geography. While the crop protection segment saw inventory destocking that created imbalances in typical demand patterns, new product sales of our sustainable innovations outpaced previous technologies. Corteva produced approximately 400 new products in 2024 and continued to strengthen the sustainability of its portfolio with 100% of its seed and crop protection product pipelines meeting Corteva’s sustainable innovation criteria, thereby meeting our sustainability innovation goal and putting us on track for continued success as an independent company aftera technological innovator.

Underpinning Corteva’s progress was strong seed growth for 2023, and disciplined expense management. Despite market volatility and disruptions, Corteva responded and continued to capture the value of its Separationtechnology in a manner that more than offset headwinds from DowDuPont, Inc.market-driven cost inflation for inputs and logistics, and teams delivered over $285 million in June 2019. Achieving this important near-term milestonecost savings from productivity initiatives contributing to Corteva’s margin expansion. This strong performance and balanced capital allocation strategy allowed Corteva to deliver more than $1.2 billion to stockholders via dividends and share repurchases, while still making significant investments in sustainable innovation organically and inorganically through the investment of $1.5 billion in biological acquisitions, along with other capital projects to secure the Company’s future growth.

Corteva launched its strategy to accelerate growth and drive long-term shareholder value with a revised operating model to drive accountability and improve performance, along with initiating portfolio changes to continue our focus on high growth and margin accretive products and markets. Consistent with these changes, we also required delivering onevolved our compensation program in 2023 to further align our executive management’s compensation programs with our strategy and our stockholders’ interests and feedback by introducing business unit EBITDA and EBITDA margins metrics. As expected, these executive compensation program design changes drove greater accountability and action throughout the organization. With respect to our business unit leaders, the program rewarded the strong success our seed segment had in extracting value for its cost synergy commitments and intensifying its productivity actions in order to achieveportfolio, while recognizing the benefitsheadwinds experienced by our stockholders as a result of the Separation. Despite unprecedentedly poor weatherinventory restocking trends in North America,crop protection.

INVESTOR FEEDBACK

Last year, our 2019 results demonstratedsay-on-pay proposal received the Company’s abilitysupport of approximately 94% of votes cast — a significant indication that our stockholders support our compensation philosophy and programs. While we were encouraged by the significant level of support, we continued with stockholder outreach efforts in 2023, and plan to capitalizecontinue these efforts during 2024, allowing our investors the opportunity to engage with Corteva’s leadership. In meetings with our directors, stockholders may also have the opportunity to speak to independent directors without members of management present. These meetings included institutional investor executives, governance leads, and portfolio managers, among others. We solicited feedback from stockholders regarding their views on the strength of our product pipelinebusiness and capital allocation strategies, corporate governance policies, sustainability initiatives, greenhouse gas emissions, and human capital management and compensation practices. The Board welcomed these opportunities to realize above market organic growth for the Companydiscuss our compensation program with stockholders and meet threshold 2019 performance targets.took that feedback into consideration as we continued to evolve our compensation program and other governance policies.

OUR EXECUTIVE COMPENSATION PHILOSOPHYPROGRAM PRINCIPLES

We design ourCorteva’s executive compensation programs are designed to attract, engage, reward, and retain the high-quality executives necessary forto lead the Company leadership and execution ofexecute our strategiesbusiness strategy in alignment with the best interests of our

Corteva 2024 Proxy Statement | 33


COMPENSATION DISCUSSION AND ANALYSIS

stockholders. We provideCorteva provides compensation through an appropriate mix of fixed and variable compensation, short-term and long-term incentives, and cash-based and equity-based pay. OurIts executive compensation programs typically target the market median for each of the key compensation components.

OurCorteva’s compensation programs are designed and administered to follow these core principles:

 

Reinforce Corteva’s business objectives and the creation of sustainable long-term shareholderstockholder value;

Align executives’ interests with shareholders’stockholders’ interests by weighting a significant portion of compensation on long-term performance programs designed to drive sustained shareholderstockholder returns;

Establish a strong link between pay and performance that support growth and innovation without encouraging or rewarding excessive risk; and

Recognize and support outstanding individual performance and behaviors, consistent with clear goals and objectives; andobjectives.

Reinforce business objectives and drive long-term sustained shareholder value.

In this section, we review the objectives and elements of Corteva’s executive compensation program and discuss and analyze the 2019 compensation decisions regarding our Named Executive Officers (“NEOs”). For 2019 our NEOs are:

James C. Collins, Jr.,
Chief Executive Officer

Gregory R. Friedman,
Executive Vice President and Chief Financial Officer

Rajan Gajaria,
Executive Vice President, Business Platforms
Timothy P. Glenn,
Executive Vice President, Chief Commercial Officer

Cornel B. Fuerer,
Senior Vice President, General Counsel

Corteva 2020 Proxy Statement  |  27


COMPENSATION DISCUSSION AND ANALYSIS

We regularly review best practices in governance and executive compensation to evaluate that our programs align with our core principles. Here are some of thecompensation principles and company values. Our key compensation practices we follow:are outlined below.

2019

34 | Corteva 2024 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

2023 COMPENSATION PRACTICES AND POLICIES

This section summarizes the objectives and elements of Corteva’s executive compensation program and discusses and analyzes the 2023 compensation decisions by the Committee regarding our NEOs.

 

What We Do

 

Use performance metrics to align pay with performance, with a structure designed to discourage excessive risk-taking, including utilizing caps on incentive plan payouts

 

Balance short-term and long-term incentives using multiple performance metrics, which balance achievingallows for the achievement of near-term targets with investing forwhile innovating to provide sustainable long-term growth through innovation

 

Set rigorous stock ownership and retention requirements for NEOs (values equal to a target multiple of base salary)

 

Maintain a compensation clawback policy covering cash and equity

 

Employ an independent compensation consultant to review and advise on executive compensation

 

Use tally sheets

 

Regularly review the People and Compensation Committee (the “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

 

InitiateConduct annual say-on-pay votes

What We Don’t Do

×

Enter into employment agreements

 

×

Enter into severance agreements or maintainUse an ESG modifier in our short-term incentive plan to hold executives accountable for incremental progress toward the Company’s ESG targets

Maintain regular engagement with our investors on the Company’s strategy, governance, and compensation programs

What We Don’t Do

û

Maintain plans and programs that include single-trigger change-in-control provisions

 

×û

Establish or allow excessive compensation practices that encourage excessive risk takingrisk-taking

 

×û

Allow short sales, hedging, margin accounts, or pledging of Corteva securities by our executives and directors

 

×û

Reload, reprice, or backdate stock options

 

×û

Grant stock options with an exercise price less than fair market value

 

×û

Provide tax gross-ups on benefits and perquisites (except for limited mobility benefits, if applicable)

 

×û

Pay dividends on unvested or unearned performance share units

 

 

Strategy

In 2019, Corteva was primarily focused on establishing itself as an independent company after its Separation from DowDuPont, Inc. Since the Separation in June 2019, our near-term strategic focus has been:

delivering market and earnings growth while positioning our business to compete successfully over the long-term through the development of innovative solutions;

continuing to drive working capital performance and execute on synergies that provide Corteva with a best-in-class cost structure;

driving improvement in operating earnings and maintaining sound discipline in allocating capital to deliver sustained returns to our investors; and

growing cash flow in a disciplined consistent manner that allows Corteva to deliver cash to shareholders while continuing to invest in innovation that can drive above-market growth.

For 2020, our strategic focus is largely the same. We believe our culture and compensation plans and programs contribute to fostering in our leadership an owners’ mindset, which makes Corteva well-positioned to deliver value creation and productivity enhancements needed to execute on our strategy.

Shareholder Engagement

The Committee believes shareholder feedback is an important input into decisions regarding compensation program design. As discussed elsewhere in this proxy statement, in late 2019 and early 2020 we offered to engage with stockholders regarding the Company’s business strategy, corporate governance policies, and sustainability, human

28  |  Corteva 2020 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

capital management, and compensation practices. While Based upon the feedback of these engagements, we believe our 2019 compensation program design and design for 2020 to be largely aligned with the practices expected by our shareholders.

We believe that shareholder advisory votes on executive pay (“say-on-pay”) are an important element of shareholder feedback. Therefore, in this proxy statement, our Board is proposing annual advisory say-on-pay proposals.

Pre-Separation Compensation

Certain compensation programs and plans were inherited from DowDuPont as a result of the Separation. In addition, certain compensation actions were taken by DowDuPont prior to the Separation to ensure key executives were retained through the Separation and the transition of Corteva to an independent company. More specifically, DowDuPont made grants of PSUs in 2017 (the “Synergy Grants”) to Mr. Collins and certain other executives of DowDuPont, and granted cash-based incentive awards in 2018 to other executives across the organization (the “Synergy Incentive Awards”), including to each of Messrs. Friedman, Gajaria, Glenn and Fuerer. These awards were generally designed to incentivize the achievement of:

Targeted cost synergies of $1 billion on a run-rate basis for the Agriculture Division of DowDuPont (which became Corteva at Separation) for each of our NEOs and, in addition for Mr. Collins, who was an executive officer of DowDuPont at the time of the grant, targeted cost synergies of $3 billion on a run-rate basis for DowDuPont; and

The timely realization of the distributions of Dow and Corteva (the “spin-offs”) for Messrs. Collins, Friedman and Fuerer.

The Synergy Grants awarded by DowDuPont were adjusted at the Separation to reflect the spin-offs of Dow and Corteva from DowDuPont, such that recipients of the awards, including Mr. Collins, held PSU awards denominated in each of Dow, DuPont and Corteva under the “Shareholder Method” of adjustment. The DowDuPont Committee selected the Shareholder Method for adjustment of the Synergy Grants to recognize the efforts of the recipients in supporting the successful separations into all three future companies. Under the terms of the Separation Agreement, Corteva was required to issue the PSU awards under its Omnibus Incentive Plan in the amount to be denominated in Corteva stock at Separation, and to settle the awards at the end of the performance period. In addition, Corteva was required to pay the Synergy Incentive Awards due to its NEOs. For further discussion around the performance related to the Synergy Grants and Synergy Incentive Awards, please seeNarrative Discussion of Summary Compensation Table – Bonus.

In addition to the Synergy Grants and Synergy Incentive awards, in 2019 DowDuPont granted awards of restricted stock units (“RSUs”) to our NEOs in order to provide additional retention incentives, as well as to help in driving ownership in the Company for our NEOs (as these awards converted at Separation into RSUs denominated in Corteva common stock). For further discussion around the equity awards granted to our NEOs in 2019, please see2019 Compensation Decisions — Our Long-Term Incentive Program.

Summary of Our 20192023 Compensation Actions

Linking Pay with Performance

Pay actions for our NEOs in 20192023 reflected both our Company performance which was significantly impacted by unprecedented weather in our U.S. Region, and our executive compensation philosophy of aligning pay with this performance. Corteva’s management drove the Company’s growth globally across its segments and regions throughout 2023, despite another year of volatile market conditions for inputs. This growth coupled with effective cost management drove significant Operating EBITDA growth and Operating EBITDA Margin expansion in 2023.

20192023 SHORT-TERM PERFORMANCE AND INCENTIVE COMPENSATION

The NEO average payout factor under ourCompany’s short-term incentive program the Cortevaincludes an enterprise Performance Reward Plan (“PRP”) was 62.9%, as well as separate business unit PRPs. The enterprise PRP had a payout factor of 72.7% of target which isfor NEOs based on 2023 performance. This payout factor was based on performance against an Operating EBITDA target of $2.236$3.5 billion, as well asan Operating EBITDA margin target of 19.2%, and a 2023 Working Capital Turns target of 2.06. The seed business unit PRP had a payout factor of 123.6% based off of the impactenterprise PRP and performance against the seed business unit

Corteva 2024 Proxy Statement | 35


COMPENSATION DISCUSSION AND ANALYSIS

Operating EBITDA and Operating EBITDA margin targets of individual$1.9 billion and 19.8%, respectively. The crop protection business unit PRP had a payout factor of 43.6% based off of the enterprise PRP and performance assessments.against crop protection business unit Operating EBITDA and Operating EBITDA margin targets of $1.7 billion and 19.9%, respectively. For further discussion, please see20192023 Compensation Decisions — Our—Our Annual Compensation Program.

LONG-TERM PERFORMANCE AND INCENTIVE COMPENSATION

Performance-basedDuring the first quarter of 2023, the Committee granted the NEOs performance-based restricted stock units (“PSUs”) were granted shortly following, stock options, and restricted stock units (“RSUs”) under the Separation,Company’s long-term incentive program, which issues awards under Corteva’s 2019 Omnibus Incentive Plan. The long-term incentive is primarily designed to be performance-based, along with incentivizing the performance period covering the periodretention of July 2019 to December 2021.our executive talent, with an award composed of 60% PSUs, and 20% each of options and RSUs. These PSU awards utilize Return on Invested Capital (“ROIC”)RONA and Operating EBITDA metricsEPS Growth, equally weighted, at 75% and 25%, respectively, aligningto align with the Company’s long-term strategic priorities.priorities as measured over three years. The estimated valuestock options awarded vest in equal installments over three years, which enhances the link between our NEOs’ compensation and our stockholders’ returns on their investment. Restricted stock units, vesting in equal installments over three years, were also granted by the Committee to incentivize the retention of our executives and further align NEOs’ compensation with the PSU awards is 2 to 3 times eachlong-term interests of the NEOs’ salary at target performance level.our stockholders.

Corteva 2020 Proxy Statement  |  29


COMPENSATION DISCUSSION AND ANALYSIS

HOW WE DETERMINE EXECUTIVE COMPENSATION

The Committee determines compensation for our NEOs and other executive officers and recommends CEO compensation to the independent Board members for their approval.approval based upon their evaluation of the CEO’s performance. The NEOs for this Proxy Statement are the Company’sCorteva’s current CEO theand Chief Financial Officer, and the three next most highly compensated executive officers.

In 2019,For 2023, the Committee retainedmaintained Frederic W. Cook & Co., Inc. (“Cook”) as its independent compensation consultant on executive compensation matters. Cook performs work at the direction and under the supervision of the Committee, and provides no services to Corteva other than those for the Committee.

Oversight Responsibilities for Executive Compensation

Summarized in theThe table below aresummarizes the distribution of oversight responsibilities forrelated to executive compensation.

 

People and Compensation Committee

  

•  Establishes executive compensation philosophy

 

•  Approves incentive compensation programs and target performance expectations for PRP and the PSU component of long-term incentive (“LTI”) awards

 

•  Approves all compensation actions for the executive officers, other than the CEO, including base salaries, target and actual PRP awards, and LTI grants, including target and actual PSU awards

 

•  Recommends compensation actions for the CEO to the independent Board members, compensation actions for the CEO, including base salary, target and actual PRP award, and LTI grant, including target and actual PSU award

All Independent Board Members

  

•  AssessEvaluates the performance of the CEO

 

•  ApproveApproves all compensation actions for the CEO, including base salary, target and actual PRP award, and LTI grant, including target and actual PSU award

Independent Committee Consultant — Cook

  

•  Provides independent advice, research, and analytical services on a variety of subjects to the Committee, including compensation of executive officers, nonemployee director compensation, and executive compensation trends

 

•  Participates in Committee meetings as requested and communicates with the Chair of the Committee between meetings

CEO

  

•  Provides a performance assessment of the other executive officers

 

•  Recommends compensation targets and actual awards for the other executive officers to the Committee

36 | Corteva 2024 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

In addition to Company performance, the Committee considers a broad array of facts and circumstances in finalizing executive officer pay decisions, including competitive analysis, tally sheets, and shareholderstockholder feedback. As part of its annual executive compensation evaluations, the Committee considered each NEO’s scope of responsibility, experience, performance, results and potential. The Committee also considered the need to retain talent, business conditions, and the competitive compensation levels for comparable positions benchmarked against the Company’s peer group and general industry information.

Our compensation programs are dynamic, and the Committee actively updates such programs in response to changing circumstances to ensure that our executive officers’ compensation is aligned with our stockholders’ interests. The Committee retains the authority to adjust awards when in its discretion exceptional circumstances warrant such adjustments from the Company’s established incentive programs.

We Conduct a Competitive Analysis

Peer Group Analysis

To ensure a complete and robust picture of the overall compensation environment, and to provide consistent comparisons against which to benchmark compensation for the CEO and other NEOs, we utilize a select group of peer companies (“peer group”) to:

 

Benchmark pay design including mix and performance criteriacriteria;

Test the link between pay and performanceperformance; and

Determine the competitiveness of the compensation paid to our NEOs (peer group data is used as the primary source of CEO pay data, and generally as a secondary source for our other NEOs)NEOs.

The peer group generally reflects the agricultural and chemical industries in which we operate, represents the multiple markets in which we compete — including markets for executive talent, customers and capital — and comprises large companies with a strong scientific focus and/or research intensity and a significant international presence.

30  |  Corteva 2020 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

To help guide the selection process in an objective manner, the Committee established the following criteria forrequiring peer group companies:companies be:

 

Publicly traded U.S. companies and select non-U.S. based companies traded on the New York Stock Exchange to facilitate pay design and performance comparisons

Publicly traded U.S. companies and select non-U.S. based companies traded on the New York Stock Exchange to facilitate pay design and performance comparisons;

Direct business competitorscompetitors; and

Companies similar in size to Corteva — 1/3X to 3X revenue and market capitalization criteriacriteria.

The Committee most recently reviewed the selection criteriaCorteva’s peer group in July 2023 and Peer Groupreaffirmed their peer group first selected in 2022. The Corteva peer group for 2019 in connection with its Separation and established the following peer group:2023 is set forth below.

 

   
3M Company  Deere & CompanyDuPont de Nemours, Inc.  Nutrien Ltd.International Flavors & Fragrances, Inc.
  
Air Products and Chemicals, Inc.  Eastman Chemical Company  Perrigo Company plcNutrien Ltd.
  
Archer-Daniels Midland Company  Ecolab Inc.  PPG Industries, Inc.
  
Avery Dennison Corporation  FMC Corporation  The Sherwin-Williams Company
 
Celanese CorporationHoneywell International Inc.Zoetis Inc.
 

Celanese CorporationDeere & Company

 

  Honeywell International Inc.  Zoetis Inc.

The Committee most recently reviewed the current peer group in October 2019, and no changes to its composition were made for 2020.

Published Compensation Surveys

In addition to benchmarking our compensation programs against our peer group, we also utilizethe Committee utilizes data obtained from published compensation surveys. The data utilized from these surveys represents large companies with median revenue comparable to Corteva’s “market.”Corteva’s. Data obtained from these published surveys are generally used as a primary sourcein conjunction with peer group data in assessing the compensation of compensation data for our NEOs other than the CEO, and are used as a secondary source of data for assessing the compensation of our CEO.

Corteva 2024 Proxy Statement | 37


COMPENSATION DISCUSSION AND ANALYSIS

Tally Sheets

For each NEO, the Committee annually reviews tally sheets that include all aspects of total compensation and the benefits associated with various termination scenarios. Tally sheets provide the Committee with information on all elements of actual and potential future compensation of the NEOs, as well as data on wealth accumulation.retention linkages. This helps the Committee confirm that there are no unintended consequences of its actions.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

The components of ourCorteva’s executive compensation program align with ourits executive compensation philosophy.

DIRECT COMPENSATION COMPONENTS

 

Pay Element

  Role in Program/Objectives  How Amounts Are Determined

Base salary

  

•  Provides regular source of income for NEOs

 

•  Provides foundation for other pay components (i.e., PRP targets expressed as a percentage of base salary)

  

Based on a range of factors, including peer data, market pay surveys, business results, and individual performance

Targeted at approximately market median

PRP awards

  

•  Align executives with annual goals and objectives

 

•  Create a direct link between executive pay and annual financial and operational performance

  

Actual payout is based on financial performance of Company, modified as applicable by individualESG performance

Target award is approximately market median

LTI awards

  

•  Link pay and performance — accelerate growth, profitability, and stockholder return

 

•  Align the interests of executives with stockholders

 

•  Balance plan costs, such as accounting and dilution, with employee-perceived value, potential wealth creationearning opportunity, and employee share ownership objectives

  

Actual value realized is based on companyCompany performance over a multi-year time frame and/or is linked to stock price

Targeted to market median

Performance metrics for our short- and long-term incentive programs for our NEOs are established typically at the beginning of the calendar year in February. Adjustments to incentive award terms and conditions or criteria may be made by the Committee to recognize unusual or infrequent events affecting the Company or its financial statements, or due to changes in applicable laws, regulations, or accounting principles that are unrelated to the underlying operational performance of the Company. These adjustments can have either a positive or negative impact on award payouts.

On March 1, 2023, Corteva completed its acquisitions of the Stoller Group, Inc. (“Stoller”), one of the largest independent companies in the Biologicals industry, and Quorum Vital Investment, S.L. and its affiliates (“Symborg”), an expert in microbiological technologies (together “the Biologicals acquisitions”). With respect to PRP, the Committee excludes the impact of the acquisition in the year of acquisition given the performance period is limited to twelve months. With respect to PSU awards, the Committee excludes the impact of the sales, costs, and assets and liabilities from acquisitions completed during the performance year, if the performance payout is impacted plus or minus 5%. Additionally, with respect to PSU awards, the Committee excludes the impact of acquisitions which occur when more than 50% of the applicable performance award is complete. If 50% or more of the applicable performance period remains, performance targets may be adjusted for each of the performance years impacted by the acquisition (year of acquisition plus years following).

Target Compensation Pay Mix

To reinforce our pay-for-performance philosophy, Corteva targets a significant portion of our NEOs’ compensation to be “at risk”, tying each NEO’s compensation to the Company’s financial performance, the executive’s continued employment with the Company, and the performance of the Company’s common stock as indicated by our share price. We believe this approach motivates executives to consider the impact of their decisions on stockholder value.

Due to the fact that a significant portion of the compensation paid to our executives was determined or delivered by DowDuPont prior to Separation, the mix of compensation delivered to our NEOs in 2019 was not necessarily representative of the executive compensation philosophy of Corteva, nor did it represent decisions made by the Committee. As such, the target mix of compensation for 2020 depicted in the charts below is a more appropriate representation of those compensation decisions made by the Committee.

3238 | Corteva 20202024 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

 

20202023 TARGET COMPENSATION MIX AND “PAY AT RISK”

 

CEO

 

LOGOLOGO

  

Other NEOs

 

LOGOLOGO

•  90% of targeted Total Direct Compensation (“TDC”) for the CEO at risk

•  18%16% of the at-risk pay is tied to achievement of annual incentive goals, and 82%84% is tied to achievement of financial goals and/or share price over a multi-year period

  

•  On average, 73%78% of TDC for the other NEOs is at risk

•  On average, 34%28% of the at-risk pay is tied to achievement of annual incentive goals, and 66%72% is tied to achievement of financial goals and/or share price over a multi-year period

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COMPENSATION DISCUSSION AND ANALYSIS

Benefits, Retirement and Other Compensation Components

In addition to the annual and long-term direct compensation programs designed to align pay with performance, we provide our executives with additional compensation elements including: health and welfare, vacation,paid time off, and other benefits, retirement plans, and limited perquisites.

 

Pay Element

  Role in Program/Objectives  How Amounts Are Determined

Standard health, welfare, vacationpaid time off, and other benefits provided to other employees

  

•  Same tax-qualified retirement, medical, dental, vacation benefit, life insurance, and disability plans provided to other employees

  

Tax-qualified plans are targeted to peer group median in the aggregate

Non-qualified retirement
and deferred
compensation plans provided to other
employees

  

•  Nonqualified retirement plans that restore benefits above the Internal Revenue Code (“IRC”) limits for tax-qualified retirement plans as provided to other eligible employees

 

•  Nonqualified deferred compensation plan that allows for deferral of base salary, PRP and LTI awards

  Nonqualified retirement plans are provided to restore benefits lost due to IRC limits

Change in Control Andand Executive Severance benefits

  

•  Severance benefits upon a change in control and qualifying termination (double-trigger) provided to ensure continuity of management in a potential change in control environment

•  Severance benefits not associated with a change in control provided as a component of overall competitive compensation and benefit employment package at senior executive levels in the organization

 

•  A change in control does not automatically entitle an executive to this severance benefit. An executive must lose his/her job within a defined period surrounding the change in control (seeChange in Control and Executive Severance Benefits below for more details)

•  Severance benefits not associated with a change in control provided as a component of overall competitive compensation and benefit employment package at senior executive levels in the organization

  Benefits provided are a function of both the termination reason (i.e., whether or not associated with a change in control) and the executive level

Limited perquisites

  

•  Personal financial counseling (excluding tax preparation) at a cost of generally less than $10,000 per NEO

•  Executive physical

•  Relocation expenses under a Corteva relocation policy generally applicable to its management employees

•  Company aircraft travel

  Amounts are determined by market rates

Perquisites

Corteva’s general policy is to limit perquisites and other personal benefits to NEOs. However, these personal benefits may be provided to remain competitive with market practices or when they provide a benefit to the Company. For perquisites and other personal benefits, the Committee expects to pay amounts as determined by market practices and rates, or as established by applicable Company security policies or benefit programs applicable to all employees or all management-level employees. For additional information on perquisite and other benefit compensation, see the Summary Compensation Table.

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COMPENSATION DISCUSSION AND ANALYSIS

 

Change in Control and Executive Severance Benefits

To ensure that executives remain focused on CompanyCorteva business during a period of uncertainty that may arise in the case of a potential change in control, and to maintain the competitiveness of our overall executive compensation and benefit offerings, in 2019the Company maintains the Corteva, adopted theInc. Change in Control and Executive Severance Plan, which replaced any benefits our NEOs were eligible for under similar historical plans.Plan. Each of the NEOs is a participant in the plan. For any benefits to be earned under the plan in association with a change in control, a change in control must occur and the executive’s employment must be terminated within two years following the change in control event, either by the Company without cause or by the executive for good reason (often called a “double trigger”).

Under the plan,Change in Control and Executive Severance Plan the Committee removed historical tax gross-ups that were previously permitted under the Historical DuPont plan (adopted by DowDuPont in association with the Merger) in order to align the Company’sCEO severance and change-in-control programs with best practices. payout factor is 2.99.

The plan requires a release of claims as a condition to the payment of benefits and includes one-year non-competition and non-solicitation provisions and additional non-disparagement and confidentiality provisions. For additional information about benefits under the Change in Control and Executive Severance Plan seePotential Payments Upon Termination or Change in Control.

HOW WE MANAGE COMPENSATION RISK

The Committee regularly monitors our compensation programs to assess whether those programs are motivating the desired behaviors while delivering on Corteva’s performance objectives and encouraging appropriate levels of risk-taking. In 2019,2023 the Committee requested,engaged Cook to test whether the Company’sperform a risk assessment of its compensation programs encourage the appropriate levels of risk-taking given the Company’s risk profile.programs. Cook’s review encompassed an assessment of risk pertaining to a broad range of design elements, such as mix of pay, performance metrics, goal-setting and payout curves, and payment timing and adjustments, as well as other mitigating program attributeselements noted below. Cook’s analysis determined, and the Committee concurred, that ourCorteva’s compensation programs do not encourage behaviors that would create undue material risk for Corteva.

Payout Limitations or Caps

Payout limitations, or “caps,” play a vital role in risk mitigation, and all metrics in the PRP and PSU programs are capped at 200% to protect against excessive payouts.

Stock Ownership Guidelines

The Company requires that NEOs accumulate and hold shares of Corteva Common Stock with a value equal to a specified multiple of base pay. These targets are 6, 4, and 3 times base salary for Corteva’s CEO, executive vice presidents, and senior vice presidents, respectively.

Stock ownership guidelines also include a retention ratio requirement. Under the guidelines, until the required ownership is reached, executives are required to retain 75% of net shares acquired upon any future vesting of stock units or exercise of stock options, after deducting shares used to pay applicable withholding taxes and/or exercise price, as applicable.

For purposes of the stock ownership guidelines, we include direct ownership of shares and stock units held in employee plans.plans and RSU awards. Stock options and PSUs are not included in determining whether an executive has achieved the ownership levels. While NEOs are generally expected to reach these targets in five years of their respective hire date or the Separation, as applicable. Messrs. CollinsAnderson, Glenn, and GlennKing have met their ownership guideline. Messrs. Magro and Eathington are both expected to meet their guideline with the five-year target timeframe.

Compensation Recovery Policy (Clawback)

The Company has instituted aEffective December 1, 2023, Corteva revised its compensation recovery policy thatto comply with the NYSE Listing Rules and Section 10D and Rule 10D-1 of the Exchange Act. The policy covers each current and former employee of Corteva or an affiliated company who is, or was, the recipient of incentive-based compensation (“Grantee”) awarded following the

adoption of the policy, including each of our NEOs.

Under the policy, a mandatory clawback applies to our officers subject to Section 16 of the Exchange Act, if Corteva is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under securities law or is required to correct an error in previously issued financial statements that is material to the

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COMPENSATION DISCUSSION AND ANALYSIS

previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Except where impracticable by law, Corteva’s policy requires the reimbursement or forfeiture of any excess incentive-based compensation received by the Grantee over the amount that would have been paid to the Grantee had it been paid on the restated results. In any case, should Corteva demand reimbursement of amounts paid to a Grantee, the Grantee will be required to provide such repayment within ten (10) business days following such demand. The Committee in its discretion may also apply such clawback to other current and former senior employees of Corteva.

Also under our policy, if a Grantee, subject to the policy, engages in misconduct, then at the discretion of the Committee:

 

He/she may forfeit any right to receive any future awards or other equity-based incentive compensation; and/or

The CompanyCorteva may demand repayment of any awards or cash payments already received by a Grantee.

“Misconduct” for purposes of our policy means any of the following:

 

The Grantee’s employment or service is terminated for cause;

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COMPENSATION DISCUSSION AND ANALYSIS

There has been a breach of a noncompete or confidentiality covenant set out in any employee agreement or arrangement with the Company;Corteva; or

There has been a willful violation of the Company’sCorteva’s Code of Conduct or other Companycompany policies that causes significant financial or reputational harm to the Company (including but not limited to conduct that results in an accounting restatement).Corteva.

In addition, if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under securities law, the Company may require reimbursement or forfeiture of any excess incentive-based compensation received by the Grantee over the amount that would have been paid to the Grantee had it been paid on the restated results. In any case, should the Company demand reimbursement of amounts paid to a Grantee, the Grantee will be required to provide such repayment within ten (10) days following such demand.

Corteva’s policy provides for a greater range of events under which the Committee may seek to recover compensation paid to or earned by an executive than those considered by the SEC in its rules proposed under the Dodd-Frank Act. The Company will continue to monitor developments related to the proposed rules, and will amend its policy to the extent required should the proposed rules become final.

Prohibition on Hedging and Pledging of Company Common Stock

Our insider trading policy includes an “anti-hedging” provision that prohibits directors and executive officers and certain of their related persons (such as certain of their family members and entities they control) from engaging in hedging transactions and short sales with respect to the securities of the Company or its subsidiaries. Our insider trading policy also prohibits our directors and executive officers from holding securities of the Company or its subsidiaries in a margin account and the pledging of any of these securities as collateral for a loan. Our insider trading policy strongly recommends that other employees not engage in hedging and pledging transactions.

20192023 COMPENSATION DECISIONS

Prior to the Separation, compensation decisions for our NEOs were made by the DowDuPontThe Committee, or by DowDuPont management. Mr. Collins was previously a named executive officer of DowDuPont. Beginning in 2017, compensation decisions for our NEOs were made to increase their compensation along a “glidepath”. The glidepath was designed to increase the compensation of our NEOs toward the market median incrementally over time to reflect the movement from the divisional roles held by our NEOs to the stand-alone public company executive roles to be held by our NEOs upon Separation. Since the Separation, the Committee has continued to assessat least annually, assesses the compensation of our NEOs relative to market, andmarket. The compensation of our NEOs is generally targeted at the median of our peer group or external benchmark for each respective position. The Committee expects to continue moving the total compensation of our NEOs toward the median of the market.our peer group or external benchmark.

Our Annual Compensation Program

Annual Base Salary

In setting 20192023 NEO salaries, the Committee took a wide range of facts and circumstances into consideration. These included peer group competitiveness, broader market competitiveness, internal relationships, tally sheetsequity, and individual performance. In 2019, each ofThe base salary increases for our NEOs received salary increases in conjunction with the Separation and the previously established compensation glidepath, as noted in the table below:2023 ranged from 3.8% to 8.3%.

 

Name

  

Base Salary as of
January 1, 2019

(Divisional Roles
with DowDuPont)

   

Base Salary
June 1, 2019

(with Corteva, Inc.)

   Increase
%
 

James C. Collins. Jr.

  $800,000   $1,050,000    31

Gregory R. Friedman

  $620,000   $675,000    9

Rajan Gajaria

  $500,000   $625,000    25

Timothy P. Glenn

  $525,000   $625,000    19

Cornel B. Fuerer

  $450,000   $580,000    29

Name

  

Base Salary as of

January 1, 2023
($)

  

Base Salary as of

December 31, 2023
($)

  

Increase 

%

Charles V. Magro

    1,300,000    1,350,000    3.8%

David J. Anderson

    800,000    850,000    6.3%

Samuel R. Eathington, Ph.D.

    625,000    650,000    4.0%

Timothy P. Glenn

    650,000    675,000    3.8%

Robert D. King

    600,000    650,000    8.3%

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COMPENSATION DISCUSSION AND ANALYSIS

Annual Short-Term Incentives

Our Performance Reward PlanPRP design for 2019 was established by the DowDuPont Committee to ensure2023 ensured that our executives maintained a strong focus on earnings growth. Withfinancial metrics closely linked to stockholder value creation over time. PRP awards were based on the future Separationbelow formula, measures, and weightings. The Committee approves the plan design and the factors for these metrics at the beginning of each fiscal year. Adjustments to incentive award terms and conditions or criteria may be made by the Committee to recognize unusual or infrequent events affecting the Company or its financial statements, or due to changes in mind,applicable laws, regulations, or accounting principles that are unrelated to the DowDuPontunderlying operational performance of the Company. These adjustments can have either a positive or negative impact on award payouts.

Consistent with Corteva’s 2022 business realignment and to further align our incentives with the interests of stockholders, the Committee selectedapproved a change for 2023 to its short-term incentive plan, PRP, to utilize business unit level plans to further align Corteva’s incentive programs with the accountability structure and increased performance transparency resulting from Corteva’s refined strategy and business unit structure. There are separate business unit plans for seed and crop protection (CP), with target metrics specific to those business units. NEOs not assigned to a specific business unit are subject to the enterprise plan for their PRP.

LOGO

Under the enterprise plan, the Committee weights Operating EBITDA asat 50% due to the soleimportance of this metric forto stockholders in measuring the 2019 PRP. The single metric designeffectiveness of our operational performance and selectionthe comparability of Operating

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COMPENSATION DISCUSSION AND ANALYSIS

EBITDA as the metric provided significant focus on earnings and line of sightCorteva’s performance to employees during a year of considerable change. The DowDuPont Committee initially set a target and range of performance forpeers. Operating EBITDA Margin and Working Capital Turns metrics each weighted at 25% are also included. The Operating EBITDA Margin metric is included in the design to allow more comparability to peers, and incentivizes Corteva’s strategy to innovate and price effectively for Cortevaits technology, while exercising disciplined expense management. The Working Capital Turns metric is designed to incentivize Corteva’s operational excellence initiatives by encouraging working capital management practices that efficiently generate sales that can fund continued investment in growth, as well as returns to stockholders.

To drive further business accountability and performance transparency to our stockholders, the seed and crop protection business unit segment include the enterprise payout factor weighted at 60% and business unit Operating EBITDA and Operating EBITDA Margin targets weighted at 25% and 15%, respectively. These business unit metrics provide deeper visibility to business unit performance, more opportunities for peer comparability, as well as business unit expense management and price execution.

The ESG modifier is based on a divisionholistic evaluation by the Committee of DowDuPont, which were adjusted at Separationkey accomplishments and actions taken during the year to reflectadvance Corteva’s transitionvalues and sustainability performance, including attracting and retaining the best talent by building an innovative, inclusive culture and workforce, and increasing the sales of crop protection solutions that can deliver abundant high-quality food to the world in a standalone public company, including certain “corporate” costs which were not partmore sustainable manner. The Committee believes the inclusion of the divisional Operating EBITDA target. Upon Separation,ESG modifier within the PRP reflects Corteva’s commitment to promoting values-driven leadership and sustainable innovation in a manner consistent with its long-standing, business-relevant environmental and social priorities. The Committee ratifiedmay choose to apply the designESG modifier to adjust the payout amounts upwards or downwards by up to 10% or determine not to make any adjustments. The Committee will not apply the ESG to increase the PRP payout above the overall cap of 200% of the 2019 PRP and approved this adjustment tototal target payout opportunity under the target and performance range.program.

20192023 PRP PERFORMANCE AND PAYOUT FACTOR

The table below highlights the business performance rangeranges for the Operating EBITDA, metric,Operating EBITDA Margin, and Working Capital Turns metrics, the 20192023 results relative to the business performance, and the payout factor for the PRP:enterprise PRP. Consistent with our framework for acquisition adjustments, the impact of the Biologicals acquisitions was

 

Metric

 

Threshold

($mm)

(50% payout)

  

Target

($mm)

(100% payout)

  

Maximum

($mm)

(200% payout)

  

Actual

($mm)

  

% of

Target

Achieved

  

Actual Payout

Factor %

 

Operating EBITDA(1)

 $1,900.6  $2,236.0  $2,571.4  $1,987.0   88.9  62.9

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COMPENSATION DISCUSSION AND ANALYSIS

excluded in determining the payout factor for the enterprise and crop protection PRP programs. A reconciliation and further explanation of non-GAAP metrics utilized in our enterprise and business unit PRP programs are shown in Appendix A of this Proxy Statement.

Enterprise Metric

 

Threshold

($ in mm)

(50% payout)

 

Target

($ in mm)

(100% payout)

 

Maximum

($ in mm)

(200% payout)

 Actual
($ in mm)
 % of
Target
Achieved
 Weighting 

 Actual 

 Weighted 
 Payout 

 Factor % 

Operating EBITDA(1)

  $3,150  $3,500  $3,850  $3,305   72.1%   50%   36.1% 

Operating EBITDA Margin(2)

   18.2%   19.2%   20.2%   19.7%   146.7%   25%   36.7% 

Working Capital Turns(3)

   2.30   2.56   2.82   2.06   0%   25%   0.0% 

Total Weighted Payout Factor(4)

 

   72.7% 
11.

Operating EBITDA is defined as earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits, net, and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont.

2.

Operating EBITDA Margin is defined Operating EBITDA as a percentage of net sales.

3.

Working Capital Turns is defined as Net Sales divided by the quarterly average of Trade Net Working Capital, which equals inventory plus trade accounts receivable plus trade accounts payable

4.

Total Weighted Payout Factor is rounded.

A summaryThe table below highlights the business performance ranges for the seed business unit Operating EBITDA and Operating EBITDA margin metrics, the 2023 results relative to the business performance, and the payout factor for the seed business unit PRP. Mr. Glenn is the only NEO subject to the seed business unit PRP.

Seed BU Metric

 

Threshold

($ in mm)

(50% payout)

 

Target

($ in mm)

(100% payout)

 

Maximum

($ in mm)

(200% payout)

 Actual
($ in mm)
 % of
Target
Achieved
 Weighting 

 Actual 

 Weighted 
 Payout 

 Factor % 

Enterprise Payout Factor

               72.7%   60%   43.6% 

BU Operating EBITDA(1)

  $1,724  $1,915  $2,107  $2,117   200.0%   25%   50.0% 

BU Operating EBITDA Margin(2)

   18.8%   19.8%   20.8%   22.4%   200.0%   15%   30.0% 

Total Weighted Payout Factor

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

   123.6% 
1.

BU Operating EBITDA is defined as BU earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits, net, and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont.

2.

BU Operating EBITDA Margin is defined BU Operating EBITDA as a percentage of BU net sales.

The table below highlights the business performance ranges for the crop protection business unit Operating EBITDA and Operating EBITDA Margin metrics, the 2023 results relative to the business performance, and the payout factor for the seed business unit PRP. Mr. King is the only NEO subject to the crop protection business unit PRP.

Crop Protection BU Metric

 

Threshold

($ in mm)

(50% payout)

 

Target

($ in mm)

(100% payout)

 

Maximum

($ in mm)

(200% payout)

 Actual
($ in mm)
 % of
Target
Achieved
 Weighting 

 Actual 

 Weighted 
 Payout 

 Factor % 

Enterprise Payout Factor

               72.7%   60%   43.6% 

BU Operating EBITDA(1)

  $1,535  $1,705  $1,876  $1,298   0.0%   25%   0.0% 

BU Operating EBITDA Margin(2)

   18.9%   19.9%   20.9%   17.7%   0.0%   15%   0.0% 

Total Weighted Payout Factor

 

   43.6% 
1.

BU Operating EBITDA is defined as BU earnings (i.e., income from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits, net, and foreign exchange gains (losses), excluding the impact of significant items (including goodwill impairment charges). Non-operating benefits, net consists of non-operating pension and other post-employment benefit (OPEB) credits, tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites of Historical DuPont.

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COMPENSATION DISCUSSION AND ANALYSIS

2.

BU Operating EBITDA Margin is defined BU Operating EBITDA as a percentage of BU net sales.

The ESG modifier is determined by the Committee’s holistic analysis that includes, among other factors, an evaluation by a Corteva management committee of Corteva’s overall sustainability performance and stakeholder feedback. Based on this assessment, along with Corteva’s 2023 progress toward ID&E aspirations and meeting its 2026 sustainable innovation pipeline target, the Committee made no adjustment to the ESG modifier for 2023.

The Committee, and in the case of Mr. Magro the independent members of the Board, approved the following payouts under the 20192023 PRP for each of our NEOs is below:NEOs:

 

Name

 Year End
Base
Salary ($)
(a)
  

PRP
Target
Percent

(b)

  PRP
Target
Amount
($) (c)
  

Company
Component

(d)

  

Individual
Factor –
Committee
Assessment
(1)

(e)

  

Total PRP
Payment
Percent

(f)

  Total PRP
Payout
Amount
($)
 
        (a * b)        (d * e)  (c * f) 

James C. Collins. Jr.

  1,050,000   140  1,470,000   62.9  100  62.9  924,630 

Gregory R. Friedman

  675,000   100  675,000   62.9  100  62.9  424,575 

Rajan Gajaria

  625,000   100  625,000   62.9  100  62.9  393,125 

Timothy P. Glenn

  625,000   100  625,000   62.9  100  62.9  393,125 

Cornel B. Fuerer

  580,000   85  493,000   62.9  100  62.9  310,097 
1

The Committee and Board made no adjustments to the earned PRP awards for individual performance.

Name

 

Year End
Base
Salary

($)(a)

 PRP
Target
Percent
(b)
 PRP
Target
Amount
($) (c)
 Company
Component
(d)
 ESG
Modifier
(e)
 Total PRP
Payment
Percent
(f)
 

 Total PRP 

 Payout 

 Amount 

 ($) 

 

 

  

 

  

 

 (a * b)  

 

  

 

 (d * e) (c * f)

Charles V. Magro

   1,350,000   150%   2,025,000   72.7%   100%   72.7%   1,472,175 

David J. Anderson

   850,000   100%   850,000   72.7%   100%   72.7%   617,950 

Samuel R. Eathington, Ph.D.

   650,000   100%   650,000   72.7%   100%   72.7%   472,550 

Timothy P. Glenn

   675,000   100%   675,000   123.6%   100%   123.6%   834,300 

Robert D. King

   650,000   100%   650,000   43.6%   100%   43.6%   283,400 

Our Long-Term Incentive Program

In 2019, Our LTI program as applicable to our NEOs consisted of PSUs, stock options, and RSUs, split 60%, 20%, and 20%, respectively, thereby providing a significant portion of each NEOs compensation in the form of at-risk, performance-based equity for 2023. All awards are based on fair value on the grant date.

For PSUs granted in 2023, the Committee utilized Operating EPS and Return on Net Assets (RONA) metrics, each weighted at 50%, to incentive value creation. The Committee believes Operating EPS allows long-term performance comparability for stockholders and is highly correlated to stockholder returns. With respect to RONA, the Committee intends to incentive management to drive profitability from its asset footprint through disciplined management of capital investment projects that will drive cash flow and attractive long-term returns for stockholders.

Corteva adopted2024 Proxy Statement | 45


COMPENSATION DISCUSSION AND ANALYSIS

The following table summarizes the Corteva, Inc.performance drivers, mix, and objectives for the various LTI components as they relate to our NEOs:

PSUsStock OptionsRSUs

2023 LTI mix

•  60%

•  20%

•  20%

Performance drivers

•  RONA (weighted at 50% of PSU component)

•  Operating EPS Growth (weighted at 50% of PSU component)

•  Stock price appreciation (longer-term)

•  Stock price appreciation (longer-term)

Objectives

•  Focus on value creation for stockholders through metrics highly correlated to stockholder returns

•  Provide strong line of sight to participants

•  Stockholder alignment

•  Link to long-term business objectives

•  Stockholder alignment

•  Link to long-term business objectives

•  Incentivizes retention during negative market conditions

Program design

•  At the conclusion of the performance cycle, payouts can range from 0% to 200% of the target grant based on performance against RONA and Operating EPS Growth metrics

•  PSUs are based on a three-year performance period and are awarded annually to each NEO at the beginning of the cycle

•  Options vest in one-third increments over three years

•  Ten-year term

•  Nonqualified stock option grants are made annually at the closing price on the date of grant

•  No repricing of stock options

•  RSUs vest in one-third increments over three years

•  RSU grants are made annually at the closing price on the date of grant

Annual awards to employees, including NEOs, are made at a pre-established date during the month of February under the Corteva’s 2019 Omnibus Incentive Plan (the “OIP”(“OIP”),. This allows sufficient time for the market to absorb the announcement of annual earnings, which authorizes Corteva tois made approximately two weeks or more prior. We do not time equity awards in coordination with the release of material nonpublic information. The grant incentive awards, including stock options (both “incentive stock options” and nonqualified stock options), share appreciation rights, restrictedprice is the closing price on the date of grant. The actual number of shares restricted stock units (both time-based and performance-based restricted stock units), other share-based awards and cash awards, to its and its subsidiaries’ eligible employees, consultants, contractors and non-employee directors.

2019 Long-Term Incentive Awards

For 2019, our LTI programearned for NEOs, when including the Transaction Awards described below, consisted of a mix of RSUs and PSUs granted pre-in 2023 will be based on performance relative to Corteva’s RONA and post-Separation, respectively.Operating EPS Growth metrics for the performance period, covering January 2023 through December 2025.

 

Name

  2019 LTI — RSU
Value*
   2019 LTI — PSU
Value*
   2019 LTI — Total
Value
 

James C. Collins, Jr.

  $5,500,000   $3,150,000   $8,650,000 

Gregory R. Friedman

   1,300,000    1,687,500    2,987,500 

Rajan Gajaria

   1,000,000    1,562,500    2,562,500 

Timothy P. Glenn

   1,000,000    1,562,500    2,562,500 

Cornel B. Fuerer

   800,000    1,160,000    1,960,000 

Name

  2023 LTI — PSU
Value
(1) ($)
  2023 LTI — RSU
Value
(1) ($)
  2023 LTI — Stock
Option Value
(1) ($)
  

 2023 LTI — Total 

Value($)

Charles V. Magro

    6,150,000    2,050,000    2,050,000    10,250,000

David J. Anderson

    1,860,000    620,000    620,000    3,100,000

Samuel R. Eathington, Ph.D.

    840,000    280,000    280,000    1,400,000

Timothy P. Glenn

    1,020,000    340,000    340,000    1,700,000

Robert D. King

    900,000    300,000    300,000    1,500,000
*(1)

Reflects the value the DowDuPont Committee and the Committee considered when making the stock option, RSU and PSU awards, respectively, for 2019.2023. These values differ slightly from the grant date fair value of equity awards shown in the Summary Compensation Table and Grants of Plan-Based Awards Table, which value the awards at the closing price of Corteva Common Stockcommon stock on the date of grant.

 

3646 | Corteva 20202024 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS

 

The RSU portion of the 2019 LTI awards was granted by DowDuPont prior to the Separation2021-2023 Annual PSU Awards (PSUs Payable in order to provide substantial retention incentives for key executives and employees through the Separation and transition of Corteva to an independent company. 2024)

In addition, the grant of RSUs was intended to increase the level of future ownership in Corteva stock, particularly for our executives to further align their interests with those of our shareholders (as all of the RSUs awarded in 2019 converted into RSUs denominated in Corteva common stock at Separation).

Prior to the Separation, the management and Board of DowDuPont committed to align the interests of the future management of each of Corteva, DuPont and Dow with the interests of their respective shareholders by recommending each of the three companies award PSUs to certain of their executives that would be focused primarily on driving improvements in ROIC. In keeping with that commitment, in August 2019,January 2021, the Committee (and, in the case of the CEO, the Board) approved, as part of its LTI incentive program, a grant of PSUs having the grant date fair value set forth above.utilizing ROIC and Operating EPS metrics in order to align executive compensation with our stockholders’ interest by prioritizing investment in growth. The actual number of shares earned for the PSUs granted in 2019 will be2021 was based on performance relative tothe average of Corteva’s ROIC and Operating EBITDAEPS growth metrics for the 2.5 year3-year performance period, covering July 2019January 2021 through December 2021,2023, as shown in the table below.

 

Metric

  WeightingBasis of Measurement

ROIC

75%Improvement over baseline ROIC (measured over 4 quarters ending June 30, 2019)

Operating EBITDA

5%Improvement in second half of 2019 over second half of 2018
10%Improvement in fiscal year 2020 over fiscal year 2019
10%Improvement in fiscal year 2021 over fiscal year 2020

2020 Long-Term Incentive Awards

In 2020, we eliminated the use of RSUs for the annual LTI awards granted to our NEOs in order to better align with our philosophy of providing a significant portion of annual compensation in the form of at-risk, performance-based equity. As a result, our LTI program as applicable to our NEOs will consist solely of PSUs and stock options, all based on fair value on the grant date. The following table summarizes the performance drivers, mix, and objectives for the various LTI components as they relate to our NEOs:

   PSUsStock OptionsBasis of Measurement

2020 LTI mix

ROIC

  

•  60%

50

  

•  40%

Average ROIC over the performance period

Performance drivers

Operating EPS Growth

  

•  ROIC (weighted at 50% of PSU component)

 

50

Average Operating EPS Growth (weighted at 50% of PSU component)

•  Stock price appreciation (longer-term)

Objectives

•  Focus on value creation for stockholders through metrics highly correlated to shareholder returns

•  Provide strong line of sight to participants

•  Stockholder alignment

•  Link to long-term business objectives

Program design

•  At the conclusion ofover the performance cycle, payouts can range from 0% to 200% of the target grant based on performance against ROIC and Operating EPS Growth metricsperiod

 

•  PSUs are based on a three-year performance cycle and are awarded annually to each NEO at the beginning of the cycle

•  Options vest in one-third increments over three years

•  Ten-year term

•  Nonqualified stock option grants are made annually at the closing price on the date of grant

•  No repricing stock options

Beginning in 2020, annual awards to employees, including NEOs, are made at a pre-established date during the month of February. This allows sufficient timeThe performance period for the market2021 PSUs awarded in February 2021 ran from January 1, 2021 to absorb the announcementDecember 31, 2023. The final number of annual earnings, which is typically made during the fourth week of January. We do not time equity awards in coordination with the release of material nonpublic information. The grant price is the closing priceshares earned was based on the dateabove metrics over the performance period. The final payout determination was made in January 2024 after a review of grant.the Company’s performance. ROIC Improvement performance (weighted 50%) resulted in a 146.1% payout factor. Operating EPS Growth performance (weighted 50%) resulted in an 125.7% payout factor. This resulted in an overall payout at 135.9% of target. Consistent with our framework for acquisition adjustments, the impact of the Biologicals acquisitions was excluded in determining the payout factor for the 2021-2023 PSU awards. See Appendix A to this Proxy Statement for a reconciliation and further information on the non-GAAP metrics utilized for the 2021-2023 PSU awards.

Consistent with our framework for acquisition adjustments, with more than 50% of the performance period remaining on PSUs awarded in 2022 and 2023, targets were adjusted to reflect the impacts of the Biologicals acquisitions. Further details are provided in the 2023 Option Exercises and Stock Vested Table. Target units and year-end values for PSUs awarded in 2022 and 2023 are included in the Outstanding Equity Awards Table.

2024 COMPENSATION DESIGN CHANGES

The Committee evaluated the design of its incentive programs for 2024 to further align with our strategic direction and the interest of our stockholders, including incentivizing behaviors that drive stockholder returns and values-driven leadership, as well as increase comparability between Corteva performance and its peers and drive results within our control. Consistent with utilizing metrics that allow stockholders more comparability to peers and that incentivize management to generate stockholder returns and support Corteva’s capital allocation strategy, the Committee approved replacing its Working Capital Turns metric with a Free Cash Flow metric within the 2024 enterprise PRP. The Free Cash Flow metric, like the current Working Capital Turns metric, will be weighted at 25%

For the business unit level PRP programs, for which only Messrs. Glenn and King participate, a cash metric, Working Capital as a Percentage of Revenue has been added to further incentivize our business units to contribute to the Company’s cash generation priorities in order to support Corteva’s capital allocation strategy, including providing returns to stockholders. With this change, the business unit PRP will be:

50% weighted on an Operating EBITDA metrics (split evenly between business unit and enterprise Operating EBITDA performance);

25% weighted on Operating EBITDA Margin metrics (split evenly between business unit and enterprise Operating EBITDA Margin performance); and

25% weighted on metrics supportive of cash generation (with 12.5% being based on business unit Working Capital as a Percentage of Revenue and 12.5% being based on enterprise Free Cash Flow).

 

Corteva 20202024 Proxy Statement | 3747


COMPENSATION DISCUSSION AND ANALYSIS

 

Deductibility of Performance-Based Compensation

The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s applicable named executives. Prior to the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) this limitation generally did not apply to compensation that met the tax code requirements for “qualifying performance-based” compensation. Following enactment of the Tax Act, the Company generally expects that compensation paid to our applicable named executives in excess of $1 million will not be deductible, subject to an exception for compensation provided pursuant to a binding written contract in effect as of November 2, 2017.

CEO PAY RATIO

To determine the pay ratio required by Item 402(u) of Regulation S-K, the Company first identified the median employee using our global employee population as of October 1, 2019, which included all global full-time, part-time, temporary, and seasonal employees who were employed on that date. We did not exclude any employees from any countries, and we did not make any cost-of-living adjustments in identifying our median employee. We used a consistently applied compensation measure across our global employee population to calculate the median employee compensation. The consistently applied compensation measure we used was “base salary plus cash incentive compensation.”

Once the median employee was identified, we then determined the median employee’s annual total compensation using the Summary Compensation Table methodology as detailed in Item 402(c)(2)(x) of Regulation S-K, and compared it to the total compensation of Mr. Collins, our CEO, as detailed in the Summary Compensation Table for 2019, to arrive at the pay ratio disclosed below.

Our CEO’s compensation for 2019, as reported in the Summary Compensation Table, was $11,357,053. The compensation of our median employee for 2019 was $80,757. Based upon the compensation for our CEO and median employee, our CEO to Median Employee Pay Ratio is 141:1.

38  |  Corteva 2020 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

20192023 SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of the NEOs for the fiscal year ending December 31, 2019.2023. The NEOs for 2023 are Corteva’s current CEO and Chief Financial Officer (“CFO”), and theits next three most highly compensated executive officers ranked by their total compensation in the 2019 Summary Compensation Table.

Name and

Principal Position

(a)

 

Year

(b)

  

Salary

($)

(c)

  

Bonus

($)(1)

(d)

  

Stock

Awards

($)(2)

(e)

  

Option

Awards

($)(3)

(f)

  

Non-Equity

Incentive Plan

Compensation

($)(4)

(g)

  

Change in

Pension
Value and
Non-Qualified

Deferred

Compensation

Earnings

($)(5)

(h)

  

All Other

Compensation

($)(6)

(i)

  

Total

($)

(j)

 

James C. Collins, Jr.

Chief Executive Officer

  2019   1,029,167      8,650,026      924,630   628,413   124,817   11,357,053 
  2018   795,833         3,500,005   248,800   263,772   186,327   4,994,737 

Gregory R. Friedman

EVP, Chief Financial Officer

  2019   652,083   1,162,000   2,987,530      424,575      69,100   5,295,288 
  2018   462,000         500,007   115,692      73,971   1,151,670 

Rajan Gajaria

EVP, Business Platforms

  2019   567,310   1,000,000   2,562,537      393,125      20,999   4,543,971 
  2018   405,962      250,038   250,143   108,851   446,403   29,885   1,491,282 

Timothy P. Glenn

EVP, Chief Commercial Officer

  2019   583,333   1,400,000   2,562,537      393,125   309,978   62,786   5,311,760 
  2018   457,583         700,013   114,293   100,951   82,060   1,454,900 

Cornel B. Fuerer

SVP, General Counsel

  2019   525,833   830,000   1,960,027      310,097      78,490   3,704,447 

officers. Totals in the above table mightmay not equal the summation of the columns due to rounding amounts to the nearest U.S. dollar.

 

Name and Principal

Position

(a)

 Year
(b)
 

Salary

($)(c)(1)

 

Bonus

($)(d)(2)

 

Stock

Awards

($)(e)(3)

 

Option

Awards

($)(f)(4)

 

Non-equity

Incentive Plan

Compensation

($)(g)(5)

 

Change in

Pension

Value and

Non-Qualified

Deferred

Compensation

Earnings

($)(h)(6)

 

All other

compensation

($)(i)(7)

 

Total

($)(j)

Charles V. Magro

Chief Executive Officer

   2023   1,341,923     8,200,042   2,050,001   1,472,175      170,731   13,234,872
   2022   1,299,170      7,200,008   1,800,009   3,621,150      841,737   14,762,075
   2021   255,389            531,700      5,697   792,786

David J. Anderson

EVP & Chief Financial Officer

   2023   841,923      2,480,076   620,002   617,950      312,889   4,872,840
   2022   792,115      2,400,037   600,008   1,485,600      1,464,693   6,742,452
   2021   548,077      4,300,042   1,200,001   1,288,350      97,850   7,434,319

Samuel R. Eathington, Ph.D.

EVP, Chief Technology & Digital Officer

   2023   645,962      1,120,099   280,002   472,550      171,551   2,690,163
   2022   609,231      1,040,060   260,012   1,160,625      36,551   3,106,479

Timothy P. Glenn

EVP, Seed Business Unit

   2023   670,962      1,360,102   340,021   834,300   84,877   168,808   3,459,069
   2022   646,058      1,200,069   300,004   1,207,050      141,742   3,494,923
   2021   629,917      825,026   550,011   1,022,500      86,568   3,114,022

Robert D. King

EVP, Crop Protection Business Unit

   2023   641,923      1,200,079   300,009   283,400      118,627   2,544,037
   2022   450,000   475,000   4,440,087   260,005   1,114,200      26,945   6,766,237
(1)

Amounts represent cash-based incentives earnedSalary amounts for Mr. King were prorated for Mr. King’s length of service in 2022 and Messrs. Magro and Anderson were prorated for their length of service in 2021. Mr. Magro’s salary and non-equity incentive plan compensation were paid with respectin Canadian dollars for 2021 and part of 2022. Reported amounts for Mr. Magro use a conversion rate of 0.79111 U.S. Dollar to 1.00 Canadian Dollar as of December 31, 2021. For the Synergy Incentive Awards grantedperiod of January 2022 through September 2022, reported amounts for Mr. Magro used an average monthly rate of 0.78192 U.S. Dollar to 1.00 Canadian Dollar. Mr. Magro’s salary after his relocation was paid in 2018 by DowDuPont. For a detailed discussion of the Synergy Incentive Awards and the amounts reported in this column, refer to the “Bonus” section of the narrative discussion following this footnote.U.S. Dollars.

(2)

Amounts represent the one-time cash signing bonus for Mr. King to compensate for certain cash incentive and sign-on compensation from his former employer that would be either forfeited or returned, in order to join Corteva.

(3)

Amounts represent the aggregate grant date fair value of RSU and PSU awards in the year of grant in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. If valued assuming a maximum payout on the Performance Share program, the value of the 2023 awards would be: Mr. Collins, $11,800,031;Magro, $12,300,033; Mr. Friedman, $4,675,043; Mr. Gajaria, $4,125,061;Anderson, $3,720,083; Dr. Eathington, $1,680,086; Mr. Glenn, $4,125,061;$2,040,122; and Mr. Fuerer, $3,120,044.King, $1,800,056. This column does not represent the stock-based compensation expense recognized in the Company’s financial statements for the respective year ended December 31, 2019.end. See “20192023 Grants of Plan-Based Awards — Grant Date Fair Value of Stock and Option Awards”Awards.

(3)(4)

Amounts represent the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718 in the year of grant. A discussion of the assumptions used in calculating these values can be found in Note 2119 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2023. This column does not represent the stock-based compensation expense recognized in the Company’s financial statements for the year ended December 31, 2019.2023.

(4)(5)

Individual results for Non-Equity Incentive Plan Compensation are detailed in the “AnnualAnnual Incentive Compensation”Compensation section of the CD&A and reflect income paid in 2020earned for performance achieved in 2019.the respective year.

(5)(6)

This column reports the estimated change in the actuarial present value of an NEO’s accumulated pension benefits and any above-market earnings on nonqualified deferred compensation balances. CortevaThe Company does not credit participants in the nonqualified plans with above-market earnings;earnings, therefore, no such amounts areonly the change in the pension value is reflected here. Where the overall change in pension value is negative, no value is reported.

(6)(7)

Amounts shown in this column include Company contributions to both qualified and non-qualified defined contribution plans, as applicable, as well as the value of certain perquisites or other personal benefits. For a detailed discussion of the items and amounts reported in this column, refer to the “AllAll Other Compensation”Compensation section of the narrative discussion following this footnote.

48 | Corteva 2024 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

Narrative Discussion of Summary Compensation Table

Salary

Amounts shown in the “Salary” column of the table above represent base salary earned during 2019.2023.

Bonus

Amounts shown in the “Bonus” column of the table above represent the payout of the Synergy Incentive Awards. The determination of performance relative to the achievement of cost synergies was made by the DowDuPont Committee

Corteva 2020 Proxy Statement  |  39


COMPENSATION OF EXECUTIVE OFFICERS

immediately prior to the separation of Dow from DowDuPont on April 1, 2019. Performance against the timely distributions of Dow and Corteva from DowDuPont were ratified by the Committee at Separation. The calculation of performance relative to the plan metrics, as applicable to our NEOs other than Mr. Collins, is noted in the following table.

Metric

TargetActualPayout %

Agriculture Division synergy achievement

$1 billion> $1.15 billion200

Dow separation

April 1, 2019April 1, 2019100

Corteva separation

June 1, 2019June 1, 2019100

Each executive granted a Synergy Incentive Award was aligned to performance against the achievement of cost synergies, the timely distributions of Dow and Corteva from DowDuPont, or both synergy and “speed to spin” metrics. The alignment of our NEOs against these metrics, the weighting of each metric, the Synergy Incentive Award targets and the payout of Synergy Incentive Awards is detailed in the table below.

Name

  Metric(s) Weighting  Weighted Average
Performance
Attainment
  Target Synergy
Incentive Award
  Actual Synergy
Incentive Award
 

Gregory R. Friedman

  

Agriculture synergies

Dow separation

Corteva separation

  

66

17

17


  166 $700,000  $1,162,000 

Rajan Gajaria

  Agriculture synergies  100  200 $500,000  $1,000,000 

Timothy P. Glenn

  Agriculture synergies  100  200 $700,000  $1,400,000 

Cornel B. Fuerer

  

Agriculture synergies

Dow separation

Corteva separation

  

66

17

17


  166 $500,000  $830,000 

Stock Awards

Amounts shown in the “Stock Awards” column of the table above represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718. For PSUs, the aggregate grant date fair value is based upon the probable outcome of the performance conditions. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. If the PSUs were valued assuming a maximum payout, the total value of the awards reflected in the Summary Compensation Table would be: Mr. Collins, $11,800,031; Mr. Friedman, $4,675,043; Mr. Gajaria, $4,125,061; Mr. Glenn, $4,125,061; and Mr. Fuerer, $3,120,044. Refer to2019See 2023 Grants of Plan-Based Awards — Grant Date Fair Value of Stock and Option Awards for a detailed discussion of the grant date fair value of stock awards.

Option Awards

Amounts shown in the “Option Awards” column of the table above represent the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Refer to 2023 Grants of Plan-Based Awards — Grant Date Fair Value of Stock and Option Awards for a detailed discussion of the grant date fair value of option awards.

Non-Equity Incentive Plan Compensation

Amounts shown in this column of the table above represent cash-based annual incentives under the PRP. Refer toOur Annual Compensation Program Annual Short-Term Incentives for a detailed discussion of the calculation of individual results for payouts under the PRP for our NEOs.

Change in Pension Value and Nonqualified Deferred Compensation Earnings

Amounts shown in this column of the table above represent the estimated change in the actuarial present value of accumulated pension benefits for each of the NEOsMr. Glenn at the earlier of eitherretirement at age 65 or the age at which the NEO is eligible for an unreduced pension.65. Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 2018 (“Pension Plans and Other Post Employment Benefits”) to the Consolidated Financial Statements in Corteva’s Annual Report on Form 10-K for the year ended December 31, 2019.2023. Assumptions are further described in the narrative discussion following the Pension Benefits table.

There were no above-market or preferential earnings during 20192023 on nonqualified deferred compensation. Generally, earnings on nonqualified deferred compensation include returns on investments in seven core investment alternatives, interest accruals on cash balances, Corteva Common Stockcommon stock returns, and dividend reinvestments. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal long-term rate, and dividend equivalents are accrued at a non-preferential rate. In addition, the other core investment alternatives are a subset of the investment alternatives available to all employees under the Company’s RSP plan.Retirement Savings Plan (“RSP”). Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 20192023 Summary Compensation Table.

40  |  Corteva 2020 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

Table.

Accordingly, all amounts shown in this column reflect the change in the pension value under the Pension Plan and Pension Restoration Plan. The change in pension value represents the change from 2018 to 2019 in the present value from the prior measurement date of an NEO’s accumulated benefit as of the applicable pension measurement date.

Corteva 2024 Proxy Statement | 49


COMPENSATION OF EXECUTIVE OFFICERS

All Other Compensation

Amounts shown in the “All Other Compensation” column of the table for 2023 above include perquisites and personal benefits, severance benefits to former employees, and Company contributions to both qualified and nonqualified defined contribution plans. The following table details those amounts.

 

Name

  

Perquisites

and Other

Personal

Benefits(a)

   

Registrant

Contributions

to Qualified

Defined

Contribution

Plans(b)

   

Registrant

Contributions

to Nonqualified

Defined

Contribution

Plans(c)

 

James C. Collins, Jr.

  $9,500   $25,500   $89,817 

Gregory R. Friedman

       25,200    43,900 

Rajan Gajaria

       16,707    4,292 

Timothy P. Glenn

       25,200    37,586 

Cornel B. Fuerer

   8,904    25,500    44,086 

Name

  

Perquisites

and Other

Personal

Benefits

($)(a)

  

Registrant

Contributions

to Qualified

Defined

Contribution

Plans

($)(b)

  

Registrant

Contributions

to Nonqualified

Defined

Contribution

Plans

($)(c)

Charles V. Magro

    59,973    28,950    81,808

David J. Anderson

    110,910    28,950    173,029

Samuel R. Eathington, Ph.D.

    23,063    28,950    119,538

Timothy P. Glenn

    6,114    28,950    133,744

Robert D. King

    163    28,950    89,514
(a)

Amounts representfor Messrs. Magro and Anderson include the value of financial counseling services providedthe personal use of the Company’s aircraft in amounts of $59,973, and $110,910 respectively. Mr. Magro under the Company’s policies is required for his personal safety to use the Company’s aircraft for both business and personal flights. Corteva otherwise allows executives and directors, and when accompanying the executive attheir immediate family members, to use its corporate aircraft for personal use for reasons of safety and for the Company’s expense.preference and convenience. The value of personal aircraft usage reported above is based on the actual direct operating costs for operating the aircraft, including jet fuel, maintenance, crew travel, catering, in-flight wi-fi data usage, and airport related fees. Since the corporate aircraft is used primarily for business travel, the methodology excludes fixed costs which do not change based on usage, such as pilots’ and other employees’ salaries, purchase costs of the aircraft and non-trip-related hangar expenses.

(b)

Amounts represent Corteva’s match to the RSP on the same basis as provided to U.S. parent company employees, inclusive of those contributions made by DowDuPont under the plan prior to Separation.employees. For 2019,2023, the RSP provided a Company match of 100% of the first 6% of the employee’s contribution. Amounts also include an additional Company contribution of 3%. For Mr. Gajaria, also includes contributions made by DowDuPont under the former Dow defined contribution plan in which he participated prior to Separation.

(c)

Amounts represent Corteva’s match to the Retirement Savings Restoration Plan (“RSRP”) on the same basis as provided to U.S. parent company employees who fall above the applicable IRC limits, inclusive of those contributions made by DowDuPont under the plan prior to Separation.limits. For 2019,2023, the RSRP provided a Company match of 100% of the first 6% of the employee’s eligible contributions. Amounts also include an additional Company contribution of 3% of eligible contributions.

Corteva 2020 Proxy Statement  |  41


COMPENSATION OF EXECUTIVE OFFICERS

20192023 GRANTS OF PLAN-BASED AWARDS

The following table provides information on PRP awards, stock options, RSUs and PSUs granted in 20192023 to each of our NEOs. For a complete understanding of the table, refer to the narrative discussion that follows.

 

Name

 

    

 

Estimated Future Payouts

Under Non-Equity Incentive
Plan Awards

  Estimated Future Payouts
Under Equity Incentive
Plan Awards
  

All

Other

Stock

Awards:

Number
of Shares

of Stock

or Units

(#)

 

  

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

 

  

Exercise

or Base

Price of

Option

Awards

($/Sh)

 

  

Grant

Date Fair

Value of

Stock

and

Option

Awards

($)

 

 
 

Grant

Date

  

Threshold

($)

  

Target

($)

  

Maximum

($)

  

Threshold

(#)

  

Target

(#)

  

Maximum

(#)

 

James C. Collins, Jr.

  6/1/2019      1,470,000   2,940,000                    
  2/14/2019                     178,977         5,500,021 
  8/26/2019            0   108,546   217,092            3,150,005 

Gregory R. Friedman

  6/1/2019      675,000   1,350,000                    
  2/14/2019                     42,305         1,300,017 
  8/26/2019            0   58,150   116,300            1,687,513 

Rajan Gajaria

  6/1/2019      625,000   1,250,000                    
  2/14/2019                     32,542         1,000,013 
  8/26/2019            0   53,843   107,686            1,562,524 

Timothy P. Glenn

  6/1/2019      625,000   1,250,000                    
  2/14/2019                     32,542         1,000,013 
  8/26/2019            0   53,843   107,686            1,562,524 

Cornel B. Fuerer

  6/1/2019      493,000   986,000                    
  2/14/2019                     26,034         800,011 
  8/26/2019            0   39,973   79,946            1,160,016 

Name

 

Grant

Date

 

 

Estimated Future Payouts

Under Non-Equity Incentive
Plan Awards

 Estimated Future Payouts
Under Equity Incentive
Plan Awards
 

All

Other

Stock

Awards:

Number

Of Shares

of Stock

or Units

(#)

 

All

Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

 

Exercise

or Base

Price of

Option

Awards

($/Sh)

 

Grant

Date Fair

Value of

Stock
and

Option

Awards

($)

 Threshold
($)
 

Target

($)

 

Maximum

($)

 

Threshold

(#)

 

Target

(#)

 

Maximum

(#)

Charles V. Magro

        2,025,000   4,050,000                    
   2/28/2023            0   98,732   197,464            6,150,016
   2/28/2023                     32,911         2,050,026
   2/28/2023                        95,705  $62.29   2,050,001

David J. Anderson

        850,000   1,700,000                    
   2/28/2023            0   29,861   59,722            1,860,042
   2/28/2023                     9,954         620,035
   2/28/2023                        28,945  $62.29   620,002

Samuel R. Eathington, Ph.D.

        650,000   1,300,000                    
   2/28/2023            0   13,486   26,972            840,043
   2/28/2023                     4,496         280,056
   2/28/2023                        13,072  $62.29   280,002

Timothy P. Glenn

        675,000   1,350,000                    
   2/28/2023            0   16,376   32,752            1,020,061
   2/28/2023                     5,459         340,041
   2/28/2023                        15,874  $62.29   340,021

Robert D. King

        650,000   1,300,000                    
   2/28/2023            0   14,449   28,898            900,028
   2/28/2023                     4,817         300,051
   2/28/2023                        14,006  $62.29   300,009

50 | Corteva 2024 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

Narrative Discussion of Grants of Plan-Based Awards Table

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Amounts shown in this column of the table above represent PRP award opportunities for 20192023 under the OIP. A target PRP award is established for each NEO at the beginning of the relevant fiscal year based on a percentage of the NEO’s base salary. To the extent that the Committee approves changes to a NEO’s base salary or the PRP target (as a percentage of base salary) during a fiscal year, the PRP is designed such that the base salary and PRP target as a percentage of base salary in effect at the end of the fiscal year are assumed to have been in effect for the entire fiscal year. PRP targets for 2019 for our NEOs were initially set by the DowDuPont Committee. On June 1, 2019, in connection with the Separation, theThe Committee (and, in the case of the CEO, the Board) approved the PRP targets for our NEOs in February 2023 as shown above. The actual PRP payout for NEOs, which can range from 0% to 200% of target, is based on corporate financial performance and modified for individualESG performance as applicable. Refer toCompensation Discussion and Analysis — 20192023 Compensation Decisions — Our Annual Compensation Program — Annual Short-Term Incentives for more details.

Estimated Future Payouts Under Equity Incentive Plan Awards

Amounts shown in this column of the table above represent the potential payout range of PSUs granted in 2019.2023. Vesting is based upon performance against ROICRONA and Operating EBITDAEPS growth targets. At the conclusion of the two and one-half-yearthree-year performance period, the actual award, vested and delivered as Corteva Common Stock,common stock, can range from 0% to 200% of the original grant. Dividend equivalents are applied after the final performance determination only to the extent that the underlying awards vest based upon performance. For a discussion of the impact on PSUs of any termination, seePotential Payments Upon Termination or Change in Control.

42  |  Corteva 2020 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

All Other Stock Awards: Number of Shares of Stock or Units

Amounts shown in this column of the table above represent RSUs granted that are paid out in shares of Corteva Common Stock. The RSU awards vest over a period of three years at a rate of one-third per year beginning on the first anniversary date of the award. The awards of RSUs were initially granted by DowDuPont. The number of awards noted above reflect the number of Corteva RSUs into which the RSUs granted by DowDuPont were adjusted as a result of the Separation. For a discussion of the RSUs granted in 2019, refer toCompensation Discussion and Analysis — 2019 Compensation Decisions — Our Long-Term Incentive Awards — 2019 Long-Term Incentive Awards.

Grant Date Fair Value of Stock Options and Stock Awards

Except with respect to PSUs, amounts shown in this column of the table above reflect the grant date fair value of the equity award computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is based upon the probable outcome of the performance conditions as of the grant date. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.

Corteva 2020 Proxy Statement  |  43


COMPENSATION OF EXECUTIVE OFFICERS

OUTSTANDING EQUITY AWARDS

The following table shows the number of shares underlying exercisable and unexercisable options, as well as unvested RSUs and unearned PSUs, held by our NEOs at December 31, 2019.2023. Market or payout values in the table below are based on the closing price of Corteva Common Stockcommon stock as of that date. The table excludes stock options and, in the case of Mr. Gajaria, RSUs, denominated in either Dow or DuPont common stock which were issued in conjunction with the Separation, and which are related to awards granted by DowDuPont in 2018, each of which were adjusted into equity denominated in all three companies based upon the terms of the Separation. For awards granted prior to the Separation, the number of options and RSUs represent the “as adjusted” number of outstanding awards.

 

     Option Awards  Stock Awards 

Name

 Grant Date  

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable(a)

  

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable(a)

  

Option

Exercise

Price

($)

  

Option

Expiration

Date

  

Number

of Shares

or Units of

Stock That
Have Not
Vested

(#)(b)

  

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)(b)(c)

  

Equity Incentive

Plan Awards:

Number of

Unearned

Shares, Units or

Other Rights

That Have Not

Vested (#)(d)

  

Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested

($)(c)(d)

 

James C. Collins, Jr.

  02/04/2015   27,837      32.36   02/03/2022             
  07/29/2015               131,198   3,878,217       
  02/03/2016   82,464      26.76   02/02/2026             
  02/02/2017   87,962   43,981   34.68   02/01/2027             
  02/15/2018   25,154   50,309   41.94   02/14/2028             
  02/14/2019               182,658   5,399,374       
  08/26/2019                     108,546   3,208,620 

Gregory R. Friedman

  02/05/2014   18,326      27.17   02/04/2021             
  02/04/2015   12,157      32.36   02/03/2022             
  02/03/2016   21,638      26.76   02/02/2026             
  02/02/2017   14,074   7,037   34.68   02/01/2027             
  02/15/2018   3,593   7,187   41.94   02/14/2028             
  02/14/2019               43,175   1,276,256       
  08/26/2019                     58,150   1,718,914 

Rajan Gajaria

  02/14/2014   7,129      27.27   02/14/2024             
  02/13/2015   5,760      28.86   02/13/2025             
  02/12/2016   18,317      26.86   02/12/2026             
  02/10/2017   9,264   4,633   35.72   02/10/2027   9,482   280,288       
  02/15/2018   1,797   3,596   41.94   02/15/2028   1,161   34,319       
  02/14/2019               33,211   981,726       
  08/26/2019                     53,843   1,591,599 

Timothy P. Glenn

  02/05/2014   8,615      27.17   02/04/2021             
  02/04/2015   17,832      32.36   02/03/2022             
  02/03/2016   32,788      26.76   02/02/2026             
  02/02/2017   24,628   12,314   34.68   02/01/2027             
  02/15/2018   5,031   10,062   41.94   02/14/2028             
  02/14/2019               33,211   981,726       
  08/26/2019                     53,843   1,591,599 

Cornel B. Fuerer

  02/06/2013   2,937      20.82   02/05/2020             
  02/05/2014   6,968      27.17   02/04/2021             
  02/04/2015   13,558      32.36   02/03/2022             
  02/03/2016   10,370      26.76   02/02/2026             
  02/02/2017   8,796   4,398   34.68   02/01/2027   1,025   30,314       
  02/15/2018   2,874   5,750   41.94   02/14/2028             
  02/14/2019               26,569   785,393       
  08/26/2019                     39,973   1,181,602 
    Option Awards Stock Awards

Name

 Grant Date 

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable(a)

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable(a)

 

Option

Exercise

Price

($)

 

Option

Expiration

Date

 

Number
of Shares
or Units of

Stock That

Have Not

Vested

(#)(b)

 

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

($)(b)(c)

 

Equity Incentive

Plan Awards:

Number of

Unearned

Shares, Units or

Other Rights

That Have Not

Vested (#)(d)

 

Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested

($)(c)(d)

Charles V. Magro

   2/18/2022   43,103   86,208   50.70   2/18/2032   24,186   1,159,013   106,509   5,103,911
   2/28/2023      95,705   62.29   2/28/2033   33,298   1,595,661   98,732   4,731,237

David J. Anderson

   4/12/2021   64,154   32,077   47.10   4/11/2031   27,371   1,311,623      
   2/18/2022   14,368   28,736   50.70   2/18/2032   8,063   386,370   35,503   1,701,304
   2/28/2023      28,945   62.29   2/28/2033   10,071   482,611   29,861   1,430,939

Samuel R. Eathington, Ph.D.

   11/2/2020   31,686      33.48   11/1/2030            
   2/26/2021   16,552   8,277   45.15   2/25/2031            
   2/18/2022   6,226   12,453   50.70   2/18/2032   3,495   167,464   15,385   737,249
   2/28/2023      13,072   62.29   2/28/2033   4,549   217,985   13,486   646,249

Timothy P. Glenn

   2/2/2017   36,942      34.68   2/1/2027            
   2/15/2018   15,093      41.94   2/14/2028            
   2/21/2020   74,504      31.22   2/20/2030            
   2/26/2021   31,393   15,697   45.15   2/25/2031            
   2/18/2022   7,184   14,368   50.70   2/18/2032   4,033   193,258   17,752   850,676
   2/28/2023      15,874   62.29   2/28/2033   5,523   264,675   16,376   784,738

Robert D. King

   4/4/2022   4,986   9,974   58.67   4/4/2032   42,393   2,031,458   13,295   637,096
   2/28/2023      14,006   62.29   2/28/2033   4,874   233,548   14,449   692,396
(a)

Stock option awards vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table.date.

Corteva 2024 Proxy Statement | 51


COMPENSATION OF EXECUTIVE OFFICERS

(b)

Mr. Collins’ RSUs granted July 29, 2015, will vest July 29, 2020. Other RSUs granted by Historical DuPontunder the OIP generally vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. RSUs granted by Historical Dow (awards granted to Mr. Gajaria on February 10, 2017 and February 15, 2018) vest and are deliveredAnderson’s 2021 special RSU grant vests in two equal installments on the second and third anniversaryanniversaries of the grant date.

(c)

Market values based on the December 31, 2019,29, 2023, closing stock price of $29.56$47.92 per share of Corteva common stock.

(d)

These PSUs are associated with Transaction Grants and reflect the number of shares deliverable at thresholdtarget performance. The actual number of shares to be delivered will be determined onat the end of the respective performance period (December 31, 2024 or December 31, 2021.2025, respectively).

44  |  Corteva 2020 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

20192023 OPTION EXERCISES AND STOCK VESTED

The table below shows the number of shares of Corteva Common Stockcommon stock acquired upon the exercise of stock options and the vesting of RSUs and PSUs during 2019.2023. Stock awards include PSUs granted in 2021, which vested December 31, 2023, and were paid out in January 2024. See Compensation Discussion and Analysis — 2023 Compensation Decisions — 2021-2023 PSU Program (Payable in 2024) for more information on the 2021 PSUs.

 

   Option Awards   Stock Awards(1) 

Name

  

Number of

Shares

Acquired

on Exercise

(#)

   

Value

Realized

on Exercise

($)

   

Number

of Shares

Acquired

on Vesting

(#)

   

Value

Realized

on Vesting

($)

 

James C. Collins, Jr.

           68,249    2,003,637 

Gregory R. Friedman

           7,376    215,387 

Rajan Gajaria

                

Timothy P. Glenn

           12,906    376,863 

Cornel B. Fuerer

                
1

For Mr. Collins, excludes the number of PSUs awarded by DowDuPont (the Synergy Grants) and denominated in the common stock of both Dow and DuPont (adjusted for the Separations) which vested after the Separation, the value of which was $2,691,322. For Messrs. Gajaria, Glenn and Fuerer, excludes the number of RSUs awarded by their respective historical organization which were denominated in DowDuPont common stock, and which vested prior to the Separation, the value of which was $113,123; $1,652,579; and $57,579 for Messrs. Gajaria, Glenn and Fuerer, respectively.

   Option Awards  Stock Awards

Name

  

Number of

Shares

Acquired

On Exercise

(#)

  

Value

Realized

Upon

Exercise

($)

  

Number
of Shares

Acquired

on Vesting

(#)

  

Value

Realized

Upon

Vesting

($)

Charles V. Magro

            11,953    743,936

David J. Anderson

            84,675    4,343,689

Samuel R. Eathington, Ph.D.

            36,750    1,767,437

Timothy P. Glenn

            27,673    1,285,788

Robert D. King

            21,004    1,266,189

PENSION BENEFITS

The following table lists the pension program participation and actuarial present value of accumulated benefits for the NEOs under their respective defined benefit pension plan and associated plans, as of December 31, 2019,2023, for each of the NEOs that participates. The plans in which Messrs. Collins andMr. Glenn participateparticipates are plans that were assumed by the Company at Separation. Messrs. Friedman, Gajaria and Fuererwhen it separated from DowDuPont, Inc. None of the other Company’s NEOs are not eligible to, and do not,nor, participate in any defined benefit plan operatedsponsored by the Company or any of its subsidiaries.

 

Name

 Plan Name  Number of
Years of
Credited
Service
(#)
   Present Value
of Accumulated
Benefit ($)
   Plan Name  Number of
Years of
Credited
Service
(#)
  Present Value
of Accumulated
Benefit ($)

James C. Collins, Jr.

 Historical DuPont Pension and Retirement Plan   33.7    1,716,993 
 Historical DuPont Pension Restoration Plan   33.7    6,707,283 

Timothy P. Glenn

 Historical DuPont Pension and Retirement Plan   17.6    594,361   Pension and Retirement Plan  19.0  500,795
 Historical Pioneer Hi-Bred International, Inc. GAP Retirement Plan   17.6    691,757 Pioneer Hi-Bred International, Inc. GAP Retirement Plan  19.0  585,300

Narrative Discussion of Pension Benefits

The Historical DuPont Pension and Retirement Plan

Messrs. Collins andMr. Glenn participateparticipates in the Historical DuPont Pension and Retirement Plan (the “Pension Plan”), a tax-qualified defined benefit pension plan that generally covers a majority of those of our U.S. employees who were employees of historical DuPont prior to Separation,its separation from DowDuPont, Inc., except those hired or rehired by historical DuPont after December 31, 2006. The Pension Plan currently provides employees with a lifetime retirement income based on years of service and the employees’ final average pay near retirement. On November 30, 2018 (the “Effective Date”), the Company froze the pay and service amounts used to calculate pension benefits for then-active employees who were participants in connection with the Separation.Pension Plan.

The normal form of benefit for married individuals is a 50% qualified joint and survivor annuity. The normal form of benefit for unmarried individuals is a single life annuity, which is actuarially equivalent to the normal form for married individuals. Normal retirement age under the Pension Plan is generally age 65, and benefits are vested after five years of service. Mr. Collins, who is 57 years of age, participates in Title I of the Pension Plan. Under the provisions of Title I of the Pension Plan, employees are eligible for unreduced pensions when they reach age 58 with age plus service equal to or greater than 85.

 

52 | Corteva 20202024 Proxy Statement  |  45


COMPENSATION OF EXECUTIVE OFFICERS

 

The primary pension formula under Title I of the Pension Plan provides a monthly retirement benefit equal to:

(

1.5% of Average

Monthly

Compensation

×

Years of

Service through

12/31/07

)-[

50% of Monthly

Primary Social

Security Benefit

×(

Years of

Service through

12/31/07

/

Total Years of Service through the Effective Date

)]
PLUS
(

0.5% of Average

Monthly

Compensation

×

Years of Service from 1/1/2008 through the Effective Date

)-[

16.67% of Monthly Primary Social Security Benefit

×(

Years of Service from 1/1/2008 through the Effective Date

/

Total Years of Service through the Effective Date

)]

Average monthly compensation is based on the employee’s three highest-paid years or, if greater, the 36 consecutive highest-paid months. Compensation for a given month includes regular compensation plus one-twelfth of an individual’s PRP award for the relevant year. Other bonuses are not included in the calculation of average monthly compensation. Compensation for service after the Effective Date is disregarded in determining the average monthly compensation.

Mr. Glenn participates in Title IV of the Pension Plan. Under the provisions of Title IV of the Pension Plan, employees are eligible for unreduced pensions when they reach normal retirement age of age 65 or older with at least five years of service. An employee who is not eligible for retirement with an unreduced pension is eligible for retirement with a reduced pension if he is at least age 55 with at least 5 years of service. For participants with less than 30 years of service at retirement, the pension is reduced by 1/180 for each of the first 60 months prior to normal retirement age and reduced by 1/360 for each of the next 60 months that precede normal retirement age. For participants with 30 or more years of service at retirement, the pension is reduced by 1/400 for each month prior to normal retirement age. Title IV of the Pension Plan closed to new participants on January 1, 2012.

The primary pension formula under Title IV of the Pension Plan provides a monthly retirement benefit equal to:

 

              
 LOGO ( 

1.10% of Final Average Earnings up to Integration Level

 + 

1.47% of Final Average Earnings in excess of Integration Level

 ) × 

Years of Credited Service Projected to Normal Retirement Date, up to 35 years

 LOGO × LOGO 

Years of Credited Service Through 12/31/2011

 LOGO 
+ ÷ 
 +÷
 

 

1.00% of Final

Average Earnings

 × ×Years of Credited Service Projected to Normal Retirement Date, in excess of 35 years, if any  

 

Total Years of Credited Service at Normal Retirement Date

 
PLUS      
     
     PLUS 
 LOGO ( 

1.55%0.55% of Final Average Earnings up to Integration Level

 + 

0.735% of Final Average Earnings in excess of Integration Level

 ) × 

Years of Credited Service Projected to Normal Retirement Date, up to 35 years

 LOGO × LOGO 

Years of Credited Service From 01/01/2012 Through Benefit Freezethe Effective Date

 LOGO 
+ ÷ 
 +÷
 

 

0.50% of Final

Average Earnings

 × ×Years of Credited Service Projected to Normal Retirement Date, in excess of 35 years, if any  

 

Total Years of Credited Service at Normal Retirement Date

 
              

Final Average Earnings are based on the employee’s 60 highest consecutive months of earnings out of the last 120 months prior to the earlier of termination of employment or the Effective Date. Compensation includes regular compensation plus bonuses.the PRP award. Integration Level is in accordance with CodeIRC guidance but in no event will it increase after the Effective Date.

46  |  Corteva 2020 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

For the purpose of unreduced pension, employees’ age, and service post Effective Date until termination of employment, will be counted in determining the retirement eligibility. As of December 31, 2019, Messrs. Collins andMr. Glenn werewas eligible for a reduced pension.

The Historical DuPont Pension Restoration Plan and the Historical Pioneer Hi-Bred International Inc. GAP Retirement Plan

If benefits provided under the Pension Plan exceed the applicable IRC compensation or benefit limits, the excess benefit for Title I of the Pension Plan is paid under the Historical DuPont Pension Restoration Plan (the “Pension Restoration Plan”), and the excess benefit for Title IV of the Pension Plan is paid under the Historical Pioneer Hi-Bred International Inc. GAP Retirement Plan (the “Pioneer GAP Plan”), bothan unfunded non-qualified plans. The form of benefit under the Pension Restoration Plan for Mr. Collins would be a lump sum. plan. The form of benefit under the Pioneer GAP Plan for Mr. Glenn would be a single life annuity. The mortality tables and interest rates used to determine lump sum payments are the Applicable Mortality Table and the Applicable Interest Rate prescribed by the Secretary of the Treasury in IRC Section 417(e)(3).

The Company does not grant any extra years of credited service for pension benefit purposes. Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 2018 (“Pension Plans and Other Post EmploymentPost-Employment Benefits”) to the Consolidated Financial Statements in Corteva’s Annual Report on Form 10-K for the year

Corteva 2024 Proxy Statement | 53


COMPENSATION OF EXECUTIVE OFFICERS

ended December 31, 2019.2023. All other assumptions are consistent with those used in the Long-Term Employee Benefits Note 18, except that the present value of accumulated benefit uses a retirement age at which the NEO may retire with an unreduced benefit under the Pension Plan. The valuation method used for determining the present value of the accumulated benefit is the traditional unit credit cost method.

NONQUALIFIED DEFERRED COMPENSATION

The following table provides information on Corteva’s defined contribution or other plans that provide for deferrals of compensation on a basis that is not tax-qualified. For a complete understanding of the table, refer to the narrative discussion that follows.

 

Name

  

Executive

Contributions

in Last Fiscal

Year ($)(1)

   

Company

Contributions

in Last Fiscal

Year ($)(2)

   

Aggregate

Earnings

in Last Fiscal

Year ($)

   

Aggregate

Withdrawals/

Distributions

($)

   

Aggregate

Balance

at Last

Fiscal

Year-End

($)

 

James C. Collins, Jr.

   59,878    89,817    44,041        1,400,891 

Gregory R. Friedman

   29,267    43,900    32,658        257,542 

Rajan Gajaria

       4,292    9        4,301 

Timothy P. Glenn

   66,915    37,586    16,805        670,788 

Cornel B. Fuerer

   80,769    44,086    88,931        605,720 

Name

  

Executive

Contributions

in Last

Fiscal Year

($)(1)

  

Company

Contributions

in Last

Fiscal Year

($)(2)

  

Aggregate

Earnings

in Last

Fiscal Year

($)

  

Aggregate

Withdraws /

Distributions

($)

  

Aggregate

Balance

at Last

Fiscal

Year-End

($)

Charles V. Magro

    80,458    80,458    2,123        169,788

David J. Anderson

    119,794    119,794    120,099        644,993

Samuel R. Eathington, Ph.D.

    88,566    88,566    32,720        249,344

Timothy P.Glenn

    92,852    92,852    (89,253)        1,422,321

Robert D. King

    85,510    85,510    3,424        194,496
(1)

Executive contributions are included in salary for 20192023 in the Summary Compensation Table.

(2)

Company contributions are included in All Other Compensation for 20192023 in the Summary Compensation Table.

Narrative Discussion of the Nonqualified Deferred Compensation Table

Corteva offers severaltwo nonqualified deferred compensation programs under which participants may voluntarily elect to defer some portion of base salary, PRP, or LTI awards until a future date. Deferrals are credited to an account and earnings are calculated thereon in accordance with the applicable investment option or interest rate. With the exception of the Retirement Savings Restoration Plan (“RSRP”), there are no Company contributions or matches. The RSRP was adopted to restore Company contributions for certain U.S. employees that would be lost due to IRC limits on compensation that can be taken into account under Corteva’s tax-qualified savings plan.

The following provides an overview of the various deferral options as of December 31, 2019.2023.

RSRP:

Under the RSRP, a NEOeligible employees can elect to defer eligible compensation (generally, base salary plus PRP) that exceeds the regulatory limits ($280,000330,000 in 2019)2023) in increments of 1% up to 6%. Corteva matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. Corteva also makes an additional contribution of 3% of eligible compensation.compensation to participants in the RSRP as of December 31. The additional 3% contribution is made during the first quarter of the following calendar year. Participant investment options under the RSRP mirror the options available under the qualified plan. Distributions may be made in the form of a lump sum or annual installments after separation from service.

Corteva 2020 Proxy Statement  |  47


COMPENSATION OF EXECUTIVE OFFICERS

Management Deferred Compensation Program (“MDCP”):

Under the MDCP, a NEO can elect to defer the receipt of up to 60% of his/herhis base salary and/or PRP award. Corteva does not match deferrals under the MDCP. Participants may select from among seven core investment options under the MDCP, for base salary deferrals, including Corteva Common Stockcommon stock units with dividend equivalents credited as additional stock units. In general, distributions may be made in the form of a lump sum at a specified future date prior to separation from service or a lump sum or annual installments after separation from service.

In addition, under the MDCP, a NEO can elect to defer the receipt of 100% of his/herhis LTI awards (RSUs and/or PSUs). Corteva does not match LTI deferrals under the MDCP. LTI deferrals under the MDCP are in the form of Corteva Common Stockcommon stock units with dividend equivalents credited as additional stock units.

54 | Corteva 2024 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

As described in the CD&A, the Company adoptedmaintains a Change in Control and Executive Severance Plan in 2019.Plan. For a description of the plan, seeComponents of Our Executive Compensation Program — Change in Control and Executive Severance Benefits.

Benefits provided under the plan are highlighted in the table below.

 

Benefit Element

  

Qualifying Termination Associated

with a Change in Control

  

Qualifying Termination NOT Associated

with a Change in Control

Severance benefit

  Lump sum cash payment equal to two times (three(2.99 times for the CEO) the sum of the executive’s base salary and target annual PRP award  Lump sum cash payment equal to one and one-half times (two times for the CEO) the sum of the executive’s base salary and target annual PRP award

PRP in year of termination

  Lump sum cash payment equal to the pro-rated portion of the executive’s target annual PRP award  Lump sum cash payment equal to the pro-rated portion of the executive’s target annual PRP award

Benefit continuation

  Continued health and welfare benefits, financial counseling (as applicable) and outplacement services for two years (three(2.99 years for the CEO)  Continued health and welfare benefits and outplacement services for one and one-half years (two years for the CEO)

Equity award treatment

  Acceleration of all unvested equity awards, with unexercised stock options remaining exercisable for their full term  Treatment of awards subject to terms and conditions of each specific grant

Potential payments under the plan are reflected in the table below. The table also includes potential payments under the OIP. The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table.

The following information does not quantify payments under plans that are generally available to all salaried employees, similarly situated to the NEOs, including in age, years of service, date of hire, etc., and that do not discriminate in scope, terms, or operation in favor of executive officers. For example, all participating employees who terminated on December 31, 2019,2023, are entitled to receive any PRP awards for 2019.the 2023 performance year. See also the Pension Benefits and Nonqualified Deferred Compensation tables and accompanying narrative discussions for benefits or balances, as the case may be, under those plans as of December 31, 2019.2023.

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect those amounts include the timing during the year of any such event, Corteva’s stock price and the executive’s age.

If an individual engages in misconduct, we may demand that he/she repay any long-term or short-term incentive award, or cash payments received as a result of such an award, within 10 days following written demand by Corteva. See the discussionHow We Manage Compensation Risk — Compensation Recovery Policy (Clawback)for further discussion.

 

48Corteva 2024 Proxy Statement | Corteva 2020 Proxy Statement55


COMPENSATION OF EXECUTIVE OFFICERS

 

For the CEO and other NEOs, the benefits that would become payable upon termination of employment, death, disability, or change in control as of December 31, 2019,2023, are outlined below,below. The value of long-term incentives which would accelerate or otherwise continue to vest as a result of the executive’s termination is based onin part in reference to Corteva’s closing stock price of $29.56,$47.92 on December 29, 2023, as reported on the New York Stock Exchange.

 

Name

 Benefit Termination
without Cause
or for Good
Reason within
24 months
following a
Change in
Control
  Other
Termination
without
Cause or
for Good
Reason
  Death  Disability  Retirement 

James C. Collins, Jr.

 Severance(1) $7,560,000  $5,040,000  $  $  $ 
 LTI Acceleration/Vesting(2)  12,486,211   9,919,315   9,919,315   9,919,315   9,277,591 
 Health & Welfare Benefits(3)  39,360   26,240          
 Outplacement & Financial Planning(4)  37,500   23,500          

Gregory R. Friedman

 Severance(1)  2,700,000   2,025,000          
 LTI Acceleration/Vesting(2)  2,995,170   1,620,039   1,620,039   1,620,039    
 Health & Welfare Benefits(3)  51,457   43,443          
 Outplacement & Financial Planning(4)  23,500   17,900          

Rajan Gajaria

 Severance(1)  2,500,000   1,875,000          
 LTI Acceleration/Vesting(2)  2,859,014   1,585,735   1,585,735   1,585,735    
 Health & Welfare Benefits(3)  51,797   43,698          
 Outplacement & Financial Planning(4)  4,500   3,650          

Timothy P. Glenn

 Severance(1)  2,500,000   1,875,000          
 LTI Acceleration/Vesting(2)  2,573,325   1,300,046   1,300,046   1,300,046    
 Health & Welfare Benefits(3)  43,627   37,570          
 Outplacement & Financial Planning(4)  4,500   3,650          

Comel B. Fuerer

 Severance(1)  2,146,000   1,609,500          
 LTI Acceleration/Vesting(2)  1,997,309   1,052,027   1,052,027   1,052,027    
 Health & Welfare Benefits(3)  49,720   42,140          
 Outplacement & Financial Planning(4)  23,500   17,900          

Name

 Benefit 

Termination

without

Cause or

for Good

Reason 24

months

following

a Change

in Control

($)

  

Other

Termination

without

Cause or

for Good

Reason

($)(1)

  

Death or

Disability

($)

  

Voluntary

Separation

($)(2)

 

Charles V. Magro

 Severance(3)  10,091,250   6,750,000       
 LTI Acceleration / Vesting(4)  12,589,823   6,091,040   7,734,361    
 Health & Welfare Benefits(5)  53,657   32,494       
 Outplacement & Financial Planning(6)  9,900   9,900       

David J. Anderson

 Severance(3)  3,400,000   2,550,000       
 LTI Acceleration / Vesting(4)  5,339,150   3,303,189   3,818,089    
 Health & Welfare Benefits(5)  32,494   21,163       
 Outplacement & Financial Planning(6)  9,900   9,900       

Samuel R. Eathington, Ph.D.

 Severance(3)  2,600,000   1,950,000       
 LTI Acceleration / Vesting(4)  1,791,874   886,234   1,115,292    
 Health & Welfare Benefits(5)  9,908   6,105       
 Outplacement & Financial Planning(6)  9,900   9,900       

Timothy P. Glenn

 Severance(3)  2,700,000   2,025,000       
 LTI Acceleration / Vesting(4)  2,136,827   1,057,014   1,330,110   1,057,014 
 Health & Welfare Benefits(5)  9,770   4,885   
 Outplacement & Financial Planning(6)  9,900   9,900       

Robert D. King

 Severance(3)  2,600,000   1,950,000       
 LTI Acceleration / Vesting(4)  3,594,499   1,748,988   2,920,536    
 Health & Welfare Benefits(5)  32,578   21,219       
 Outplacement & Financial Planning(6)  9,900   9,900       
(1)

Generally represents Company-initiated terminations not associated with a Change in Control, but in certain cases may also be applicable to terminations associated with a mutually-agreed upon retirement.

(2)

Per the provisions of the Company’s OIP and of the terms and conditions of awards granted under the OIP, employees who voluntarily terminate their employment with the Company after having reached age 55, and who have a minimum of 10 years of service with the Company, are eligible to continue to vest in all or a portion of the outstanding equity awards they hold at the time of their separation.

(3)

Per the provisions of the Company’s Change in Control and Executive Severance Plan, amounts represent a lump sum payment equal to two times (or, in the case of the CEO, three2.99 times) the sum of an executive’s base salary plus target bonus in the case of a termination with respect to a Change in Control, or one and one-half times (two times, in the case of the CEO) the sum of the base salary plus target bonus in the case of a termination not with respect to a Change in Control. In each case, the plan also calls for a lump sum payment equal to the prorated portion of the executive’s target bonus in the year of termination (prorated for the number of months of service rendered during the year). However, because the Company’s PRP provides for the payment of any bonus earned by an eligible employee who is an active employee through the last day of the fiscal year, and because the table above assumes the termination of employment occurs on such date, the amount due under the Change in Control and Executive Severance Plan with respect to a prorated bonus in year of termination is not incremental to the PRP, and as such is not included in the amounts above.

(2)(4)

In the case of termination with respect to a Change in Control, amounts include the value of all outstanding and unvested stock options, outstanding RSUs and outstanding and unearned PSUs, all of which immediately accelerate and become vested upon termination, with performance for the unearned PSUs deemed achieved at target performance levels. In the case of a termination without Cause or for Good Reason, Death or Disability, for Messrs. Collins, Friedman, Glennamounts represent the value of those outstanding and Fuerer, amounts representunvested stock options which are scheduled to vest within 12 months of the assumed termination (and which would continue to vest during that period under the terms of the awards), as well as the value of all outstanding RSUs which vest upon termination, in addition toand of a prorated portion of theoutstanding PSUs, which is paid outwould be earned at the end of the applicable performance period to the extent that performance metrics are achieved at a minimum of threshold performance levels. For Mr. Gajaria, inIn the case of a termination without Cause or for Good Reason,related to Death or Disability, the amounts represent the value of all outstanding and unvested stock options and RSUs, as well as a prorated portion of unearned PSUs. In the case of a Voluntary Separation of employment, the amount for Mr. Glenn represents the value of those outstanding RSU awards granted priorand unvested stock options which are scheduled to 2019vest within 12 months of the assumed termination (and which would continue to vest during that period under the terms of the Historical Dow equity plan, andawards), the entire value of theall outstanding RSUs granted in 2019, as well as theand a prorated portion of unearned PSUs. For purposes of the table above, performance of the prorated PSUs is assumed at target. In the case of Retirement, amounts represent the prorated portion of PSUs (assumed at target performance level) for Mr. Collins as a result of his age and tenure of service (the terms of the PSU award allow for prorated vesting in the case of a voluntary termination to the extent that an employee is at least 55 years of age, with 10 years of service). Amounts above exclude any reference to outstanding and unvested stock options, none of which were in-the-money at December 31, 2019.

56 | Corteva 2024 Proxy Statement


COMPENSATION OF EXECUTIVE OFFICERS

(3)(5)

Amounts represent the value of the differential between the cost of health and welfare benefits available to employees under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at COBRA rates and the cost of those same benefits at current employee rates, the amount of which is payable to the executive for a period of months equal to the length of time implied by the severance multiple. Amount also includes the estimated cost of participating in the diagnostic executive physical program, but only to the extent that the executive was actively participating in the program at the time of their termination.

(4)(6)

Represents the cost of outplacement services provided to executives during the period equal to the length of time implied by the severance multiple, in addition to the annual cost of financial counseling services over the same period, but only to the extent that the executive was actively participating in the financial counseling program at the time of their termination.

Corteva 2020 Proxy Statement  |  49


COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2019,2023, no members of the Company’s People and Compensation Committee were an officer or employee of the Company or its subsidiaries. None of the executive officers serves as a member of the board of directors or a compensation committee of any entity that has one or more executive officers serving as a member of our Board or the People and Compensation committee.Committee.

COMPENSATION COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of the previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statementProxy Statement or future filings with the Securities and Exchange Commission, in whole or part, the following report shall not be deemed to be incorporated by reference into any such filing.

The People and Compensation Committee of the Board reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with Company management. Based on this review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192023 (the “Annual Report”), as incorporated by reference from this Proxy Statement.

This report is submitted by the People and Compensation Committee.

Lamberto Andreotti (Chair)

Lois D. JuliberKaren H. Grimes

Rebecca B. Liebert

Marcos M. Lutz

Lee M. ThomasKerry J. Preete

Patrick J. Ward

 

50

Corteva 2024 Proxy Statement | 57


COMPENSATION OF EXECUTIVE OFFICERS
CEO PAY RATIO
Under the SEC guidelines, the median employee is only required to be determined once every three years provided there have been no changes to the employee population or compensation arrangements that cause Corteva to reasonably believe there will be a significant change in the pay ratio disclosure. On March 1, 2023, the Company completed two biologicals’ acquisitions of the Stoller Group, Inc., and Quorum Vital Investment, S.L. (“Symborg”). These acquisitions along with other changes in our employee population or our employee compensation arrangements in 2023 did not significantly impact our pay ratio disclosure. Therefore, the median employee identified in 2022 was maintained for 2023.
For 2022, as required by Item 402(u) of Regulation
S-K,
the Company identified a new median employee using our global employee population, excluding our CEO, as of December 30, 2022, which included all global full-time, part-time, temporary, and seasonal employees who were employed on that date. We used “base salary plus cash incentive compensation” as our consistently applied compensation measure across the employee population. The following jurisdictions constituting 4.95% of the Company’s total employees were excluded under the 5% de minimis rule: Cambodia (6), Colombia (222), Egypt (61), Eswatini (1), Ethiopia (29), Hungary (229), Indonesia (213), Kazakhstan (5), Mozambique (1), Myanmar (7), Pakistan (75), Turkey (172) and Zambia (67).
From the remaining employees, we leveraged a valid statistical sampling approach to produce a sample of employees who were paid within a 5% range of the estimated median base salary and cash incentives, and selected an employee from within that group as our median employee. We determined the median employee’s annual total compensation using the methodology for the Company’s Summary Compensation Table, as set forth in Item 402(c)(2)(x) of Regulation
S-K
and compared it to the total compensation of our CEO.
The Company’s CEO compensation for 2023, as reported in the Summary Compensation Table, was $13,234,872. The compensation of our median employee for 2023 was $77,084. Based upon the total CEO compensation and median employee compensation for 2023, our CEO to median employee pay ratio was 172:1.
This ratio is a reasonable estimate calculated using a methodology consistent with SEC rules, as described above. As the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, and to use reasonable estimates and assumptions that reflect their compensation practices, pay ratios reported by other companies may not be comparable to the Company’s pay ratio reported above.
PAY FOR PERFORMANCE
In accordance with Item 402(v) of
Regulation S-K, the
Company is required to disclose pay versus performance, or PVP by comparing compensation amounts previously reported for the last three calendar years to the SEC’s definition of “Compensation Actually Paid,” or CAP. Also as required by the SEC, this section compares CAP to various measures used to gauge performance at Corteva. CAP is a supplemental measure for stockholders, and is not a replacement for, or incorporated into the philosophy and strategy of compensation-setting set forth in the “Compensation Discussion and Analysis” of this proxy statement.
58
 | Corteva 20202024 Proxy Statement

COMPENSATION OF EXECUTIVE OFFICERS
Pay Versus Performance Table
In determining the CAP for our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (the “SCT”) for the last four calendar years. The table below summarizes compensation values both previously reported in our SCT, as well as footnotes of the adjusted values for 2023.
Year
(1)
 
SCT Total
for CEO:
J. Collins
(2)
 
SCT Total
for CEO:
C. Magro
(2)
 
Compensation
Actually Paid
to CEO:
J. Collins
(3)
 
Compensation
Actually Paid
to CEO:
C Magro
(3)
 
Avg. SCT
Total for
Non-PEO

NEOs
(2)
 
Avg.
Compensation
Actually
Paid to
Non-PEO
NEOs
(3)
  
Value of Initial Fixed $100
Investment Based on:
(4)
  
GAAP
Net
Income
(6)
($ in
millions)
  
Company
Selected
Measure
(7)
:
Operating
EPS ($)
  
  
Total
Shareholder
Return
  
Peer Group
Total
Shareholder
Return
(5)
2023     $13,234,872     $7,924,156  $3,391,528  $1,403,620   $171   $146   $747   $2.69  
2022     $14,762,075     $16,983,522  $5,027,523  $7,408,698   $207   $132   $1,158   $2.67  
2021  $16,864,428  $792,786  $18,917,976  $792,786  $4,077,575  $5,553,889   $165   $149   $1,769   $2.15  
2020  $10,749,544     $19,452,828     $2,596,002  $4,885,371   $133   $118   $701   $1.50  
(1)
Mr. Magro succeeded Mr. Collins as PEO in 2021 (on November 1, 2021). Mr. Collins served as the PEO for the entirety of 2020. Our Non- PEO NEOs for the applicable years were as follows:
2023: David J. Anderson, Samuel R. Eathington, Timothy P. Glenn, and Robert D. King
2022: David J. Anderson, Samuel R. Eathington, Timothy P. Glenn, and Robert D. King
2021: David J. Anderson, Timothy P. Glenn, Cornel B. Fuerer, Gregory R. Friedman, and Rajan Gajaria
2020: Gregory R. Friedman, Rajan Gajaria, Timothy P. Glenn, and Cornel B. Fuerer
(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEOs, Mr. Collins and Mr. Magro, and (ii) the average of the total compensation reported in the SCT for the applicable year for our
Non-PEO
NEOs.
(3)
Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Mr. Collins and Mr. Magro and (ii) the average CAP for the applicable year for our
Non-PEO
NEOs; adjustments were made to the amounts reported in the SCT for the applicable year.
A reconciliation of the adjustments made to the 2023 SCT amounts to calculate CAP for our PEO, Mr. Magro, and for the average of the
Non-PEO
NEOs is set forth in the table below. In this table, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
2023
  
SCT
 
Reported

Total
  
Less:

SCT

Reported

Change

in

Pension

Value
  
Plus:

Pension

Value

Service

Cost
  
Less: SCT

Reported

Stock Award

and Option

Value
  
Plus (Less):

Fair Value
 
of
Equity

Awards

Granted

During 2023

that are

Outstanding

and
 
Unvested
at
 
End of the

Covered
 
Year
  
Plus (Less) Fair

value of Equity

Awards Granted

in Any Prior

Year that are

Outstanding

and Unvested at

End of the

Covered Year
 
Plus Fair

Value at

Vesting

Date of

Awards

Granted

and

Vested

During

the

Covered

Year
  
Plus

(Less)

Change in

Fair Value

of Equity

Awards

granted in

Prior

Years that

Vested

During

the

Covered

Year
 
Less Fair

Value of

Equity

Awards

Granted

in
Prior

Year that

were

Forfeited

During

the

Covered

Year
  
Compensation

Actually
 

Paid
PEO   $13,234,872   $0    $0   $10,250,043   $7,395,789   ($2,592,295)   $0   $135,833   $0   $7,924,156
Average
Non-PEO
NEOs
   $3,391,528   $21,219    $0   $1,925,098   $1,388,988   ($789,830)   $0   ($640,750)   $0   $1,403,620
(4)Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2020, 2021, 2022 and 2023, respectively. TSR is calculated by dividing the difference between the price of the Company’s common stock at the end and the beginning of the measurement period by the price of the Company’s common stock at the beginning of the measurement period.
(5)
The company utilized the S&P 500 Chemicals Index as its peer group for TSR, which is the industry index utilized in the Company’s Annual Report on Form
10-K.
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59

COMPENSATION OF EXECUTIVE OFFICERS
(6)Reflects the Company’s net income (loss) reflected in the audited financial statements published in our Annual Report on Form 10-K for the applicable year.
(7)Operating EPS has been selected as the Company Selected Measure because the Company believes it is the most important measure linked to compensation actually paid, has a close association with the Company’s share price and TSR, and has been and is expected to continue to be a performance metric that is important to the Company and our stockholders. Refer to our 2023 Annual Report for a reconciliation of Operating EPS to EPS, the most directly comparable financial measure calculated and presented in accordance with US GAAP.
Performance Measures Used to Link Company Performance and CAP.
The Company utilizes other important financial measures to link compensation actually paid to its NEOs performance as set forth in the table below.
Metrics
(1)Absolute Total Shareholder Return
(2)Operating Earnings Per Share
(3)Operating EBITDA Margin
(4)Return on Net Assets
Relationship between CAP and TSR
. The graph below reflects the relationship between the PEO and average
Non-PEO NEO
compensation actually paid (“CAP”) and the Company’s cumulative indexed Total Shareholder Return, or TSR, (assuming an initial fixed investment of $100) over the applicable measurement period.
LOGO
60
 | Corteva 2024 Proxy Statement

C
OMPENSA
TION OF EXECUTIVE OFFICERS
Relationship between CAP and GAAP Net Income
. The graph below reflects the relationship between the PEOs and
Average Non-PEO NEO
CAP and the Company’s GAAP Net Income over the applicable measurement period.
LOGO
The decrease in 2023 Net Income as compared to 2022 was primarily driven by a 10% decrease in volume versus the prior year and a 1% unfavorable impact from currency. Volume declines were driven by strategic product exits, crop protection channel inventory destocking, delayed farmer purchases, lower corn planted area in EMEA, reduced summer corn planted area and lower expected Safrinha corn planted area in Brazil, and the Company’s exit from Russia, partially offset by increased corn acres in North America. The significant increase in 2021 Net Income as compared to 2022 was driven by an increase in Other Income (Expense)
from non-operating pension
and other post-employment benefit credits recognized in 2021 due to 2020 other post employment benefits plan amendments, a decrease in net exchange losses, and the Employee Retention Credit pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as enhanced by the Consolidated Appropriations Act and American Rescue Plan Act.
Relationship between CAP and Operating EPS (our Company-Selected Measure).
The graph below reflects the relationship between the PEOs and
average Non-PEO NEOs
CAP and the
Company’s Non-GAAP Operating
Earnings Per Share over the applicable measurement period.
LOGO
Corteva 2024 Proxy Statement | 
61


 

AGENDA ITEM 2:

ADVISORY RESOLUTION TO APPROVE

EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act and the related rules of the SEC, the Company seeks your vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay”“say-on-pay” vote).

As described in detail under the heading “Executive Compensation—Compensation — Compensation Discussion and Analysis” in this Proxy Statement, the Board of Directors seeks to link a significant portion of executive officer compensation with the Company’s performance. The Company’s compensation programs are designed to reward the Company’s executive officers for the achievement of short-term and long-term financial goals, while minimizing excessive risk taking.risk-taking. The Company’s executive compensation program is strongly aligned with the long-term interests of stockholders. The Company urges you to read the Compensation Discussion and Analysis section of this Proxy Statement for additional details on executive compensation programs, including compensation philosophy and objectives and the compensation of named executive officers during fiscal year 2019.2023.

The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the People and Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the People and Compensation Committee. However, the Board and the People and Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers.

Accordingly, the Board of Directors and management ask stockholders to approve the following resolution at the Annual Meeting:

RESOLVED , that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 20202024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement.”

The next “say on pay” advisory vote will occur at the Company’s 2021 Annual Meeting of Stockholders.2025 Meeting. The Board of Directors unanimously recommends a vote FOR the approval of the Advisory Resolution to Approve Executive Compensation.

 

 

AGENDA ITEM 2: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

The Board of Directors recommends that you vote FOR this resolution.

 

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AGENDA ITEM 3:

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act and the related rules of the SEC, we seek your vote, on an advisory basis, on whether the say-on-pay vote should occur every one, two or three years. Stockholders may instead abstain from casting a vote on this proposal.

The Board asks that you support a frequency period of one year (an annual vote) for future advisory stockholder votes on the compensation of the Company’s named executive officers. The Board has determined that an annual advisory vote on executive compensation will allow stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies, and practices as disclosed in the proxy statement for each Annual Meeting. An annual vote is therefore consistent with the Company’s efforts to engage in a dialogue with stockholders on executive compensation and corporate governance matters. Stockholders may vote on their preferred voting frequency by choosing the option of one year, two years or three years, or may abstain from voting.

Stockholders are not voting to approve or disapprove the recommendation of the Board. Although the Board intends to carefully consider the voting results of this proposal, the vote is advisory and is not binding on the Company, the Board or the People and Compensation Committee. The Board may decide that it is in the best interests of stockholders and the Company to hold an advisory vote to approve executive compensation more or less frequently than the frequency preferred by stockholders.

    ✔  

AGENDA ITEM 3: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The Board of Directors recommends that you vote FOR the option of “one year” as the preferred frequency for an advisory vote on executive compensation.

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AGENDA ITEM 4:

RATIFICATION OF THE APPOINTMENT OF

THE INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2020. In2023. For this Agenda Item 4,3, the CompanyBoard is askingrequesting stockholders to ratify this selection.

PwC has been the Company’s independent registered public accounting firm since its incorporation in March 2018. In accordance with SEC rules and PwC policy, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee no less than annually reviews PwC’s independence and performance in connection with the Audit Committee’s determination of whether to retain PwC or engage another firm as our independent registered public accounting firm. In the course of these reviews, the Audit Committee considers, among other things:

PwC’s historical and recent audit performance, including input from our Audit Committee and employees with substantial contact with PwC throughout the year about PwC’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by PwC and its audit team;

An analysis of PwC’s known legal risks and significant proceedings;

External data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on PwC and its peer firms;

The appropriateness of PwC’s fees, on both an absolute basis and as compared to its peer firms;

PwC’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting; and

PwC’s capability and expertise in handling the breadth and complexity of our global operations, including the Company’s phased global implementation of an enterprise resource planning system on a worldwide basis over the next several years.

Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the

Company and our stockholders to retain PwC to serve as our independent public accounting firm for 2024.

Although ratification is not required by the Company’s Bylaws or otherwise, the Board is submitting the selection of PwC to the Company’s stockholders for ratification. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year, if it determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of PwC are expected to be present at the Annual2024 Meeting and will be available to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so.

 

 

AGENDA ITEM 4:3: ADVISORY RESOLUTION TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors recommends that you vote FOR this resolution.

 

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AGENDA ITEM 4:3: RATIFICATION OF THE APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PwC has served as the Company’s or its predecessor’s independent registered public accounting firm since 1946. Aggregate fees for professional services rendered by PwC for 20192023 and 20182022 are set forth in the table below. Fees for 2018 primarily reflect fees paid to PwC by the Company’s subsidiary, EID.

 

  

2019

(in thousands)

   

2018

(in thousands)

   

2023

(in thousands)

  

2022

(in thousands)

Audit fees(1)

  $18,300   $21,100 

Audit-related fees(2)

   1,400    11,400 

Tax fees(3)

   50    100 

All other fees(4)

   50    700 

Total

  $19,800   $33,300 
(1)

Audit fees related to audits of financial statements and internal controls over financial reporting, statutory audits, reviews of quarterly financial statements, and certain periodic reports filed with the SEC, and technical matter related to the Separation.SEC.

(2)

Audit related fees in 2019 related primarily to employee benefit audits, IT controls and compliance assessments, employee benefit plan audits and other assurance related services. Audit-related fees in 2018 primarily related to the previously noted items and services in anticipation of the Separation.

(3)

Tax fees related primarily to tax compliance and advice.

(4)

OtherAll other fees in 2018 primarily related to advisory supportgeneric technical accounting information services associated with cybersecurity and privacy.tools.

AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES

To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence in appearance and/or fact, the Audit Committee has established the Audit and Non-Audit Services Pre-Approval Policy of the Audit Committee (the “Policy”). The Policy outlines the scope of services that PwC may provide to the Company. The Policy sets forth guidelines and procedures the Company must follow when retaining PwC to perform audit, audit-related, tax, and other services. The Policy also specifies certain non-audit services that may not be performed by PwC under any circumstances. Pursuant to the Policy, the Audit Committee has approved services to be provided by PwC and fee thresholds within each of the service categories, and services within these thresholds are deemed pre-approved. Additional services and fees exceeding those thresholds require further pre-approval. Requests for specific pre-approvals may be considered by the full Audit Committee. In addition, the Audit Committee has delegated to the Chair the authority to grant specific pre-approvals, not in excess of $500,000. Any such pre-approvals are reported to the full Audit Committee at its next meeting. The Policy is evaluated and updated annually by the Audit Committee. For fiscal year 2019,2023, all services provided by PwC were approved by the Audit Committee.

 

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AGENDA ITEM 4:3: RATIFICATION OF THE APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statementProxy Statement or future filings with the Securities and Exchange Commission, in whole or part, the following report shall not be deemed to be incorporated by reference into any such filing.

The Audit Committee is appointed by the Board of Directors to assist the Board in the oversight of (i) the integrity of the financial statements of the Company, (ii) the qualifications and independence of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function and independent auditors, and (iv) the compliance by the Company with legal and regulatory requirements. All members of the Audit Committee meet the criteria for independence applicable to audit committee members under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. The Audit Committee Charter complies with NYSE Listing Standards.

Management is responsible for the financial reporting process, including its internal control over financial reporting, and for the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements, and expressing opinions on the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and review these processes and act in an oversight capacity. The Audit Committee does not certify the financial statements or guarantee the independent registered public accounting firm’s report. The Audit Committee relies, without independent verification, on the information provided to it, including representations made by management and the independent registered public accounting firm, including its audit report.

The Audit Committee discussed with PwC, the Company’s independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board requirements. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence. The Audit Committee reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 20192023 with management and PwC. Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2019.2023.

AUDIT COMMITTEE

Patrick J. Ward, Chair

Klaus A. Engel

Michael O. Johanns

Marcos M. LutzKaren H. Grimes

Nayaki R. Nayyar

Gregory R. Page

 

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AGENDA ITEM 5:4:

APPROVE GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLANAMENDMENT TO CERTIFICATE OF INCORPORATION

The Delaware General Corporation Law (“DGCL”) was recently amended to permit Delaware companies to exculpate their officers, in addition to their directors, for personal liability in certain actions. After careful consideration, our Board adopted and approved, and has recommended that our stockholders adopt, an amendment to our Amended and Restated Certificate of Incorporation (the “Officer Exculpation Amendment”) to provide for the exculpation of certain of our officerspursuant to these recent amendments to the DGCL.

SUMMARY OF THE PROPOSALAs amended, the DGCL only permits, and the Officer Exculpation Amendment would only permit, the exculpation of officersfor claims that do not involve breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. In addition, under the Officer Exculpation Amendment, the exculpation of officerswould not apply to claims brought by or in the right of the Company, such as derivative claims.

At the Annual Meeting,The text of the Company’s stockholders willCertificate of Incorporation as amended and restated is set forth in Appendix B. Taking into account the limits on the type of claims for which officers’ liability would be askedexculpated, and the benefits our Board believes would accrue to consider and act upon a proposal to approve the Corteva, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP was recommended for adoption by the People and Compensation Committee (“Committee”) and was approved unanimously and adopted by the full Board on March 6, 2020, subject to approval by the Company’s stockholders.

Approval of the ESPP will allow the Company and our stockholders in the form of an enhanced ability to provide its employeesattract and employeesretain talented officers, the potential to discourage frivolous lawsuits that can distract management, and the potential to decrease the cost of certain designated subsidiaries insidedirectors’ and outside ofofficers’ insurance or prevent the United States an opportunity to become ownersCompany from obtaining such coverage in the future, our Board determined that it is in the best interests of the Company and play a roleour stockholders to adopt the Officer Exculpation Amendment. The Company’s executive officershave an interest in the Company’s future. The ESPP has two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423approval of the Code (the “Code Section 423 Component”), and a component that is not intendedOfficer ExculpationAmendment because it relates to qualify as an “employee stock purchase plan” under Code Section 423 (the “Non-Code Section 423 Component”). The Code Section 423 Component will be construed so asthe extent of their potential exposure to extend and limit participationcertain liabilities in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423, which provides preferential tax treatment for employees in the United States. The Non-Code Section 423 Component may be effectuated via separate offerings under one or more sub-plans of the ESPP for employees of participating subsidiaries and affiliates in countries outside of the United States in order to achieve tax, employment, securities law and related purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries.certain circumstances.

If this proposal is approvedadopted, the Officer ExculpationAmendment would add to Article VI of our Amended and Restated Certificate of Incorporation a Paragraph C, as follows, with added text underlined:

C. Limitation of Liability of Officers. To the fullest extent permitted by the Company’s stockholders, subject to adjustment for certain changes in recapitalizationGeneral Corporation Law of Delaware, as the same exists or reorganization, the maximum aggregate number of the Company’s shares of Common Stock thatas may hereafter be issued under the ESPP will be 5,000,000 shares, which will be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the ESPP. If approved, the ESPP will be used to provide U.S. employees and select employee populations globally withamended, an opportunity to become stockholders in the Company in order to further align our employees’ interests with those of our stockholders.

The Company also maintains the Corteva, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”), which allows the Company to grant various forms of equity compensation awards to employees, officers and non-employee directorsofficer of the Company andshall not be personally liable to the Company or its subsidiaries. Asstockholders for monetary damages for breach of December 31, 2019, Corteva, Inc. had a total of 748,577,000 shares of Common Stock issued and outstanding and a total of 17,761,504 shares of Common Stock were availablefiduciary duty as an officer except for issuance under the 2019 Plan.

If this proposal is approved by the Company’s stockholders, the ESPP will become effective as of January 1, 2021. In the event that the Company’s stockholders do not approve this proposal, the ESPP will not become effective.

The following descriptionliability (a) for any breach of the ESPP is a summary and is qualified in its entirety by referenceofficer’s duty of loyalty to the plan documentCompany or its stockholders; (b) for the ESPP,acts or omissions not in good faith or that involve intentional misconduct or a copyknowing violation of which is included in the Appendix to this Proxy Statement.

Purpose

The purposelaw; (c) under Section 174 of the ESPPGeneral Corporation Law of Delaware or (d) for any transaction from which the director or officer derived any improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to afford eligible employees an opportunity to obtainauthorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a proprietary interest in the continued growth and prosperitydirector or officer of the Company through ownershipshall be eliminated or limited to the fullest extent permitted by the General Corporation Law of sharesDelaware, as so amended. For purposes of this Article VI, “officer” shall have the meaning provided in Section 102(b)(7) of the Company’s common stock.

Plan Administration

The ESPP will be administered by the Company’s ESPP Committee. The ESPP Committee will have broad administrative authority over the ESPP, including (a) all questions regarding the interpretationGeneral Corporation Law of the ESPP, (b) any form of agreement or other document employed by the Company in the administration of the ESPP, and (c) any purchase rights granted under the ESPP. The correction of any errors arising under the ESPP will be determined by the ESPP Committee and will be final and binding upon all persons having an interest in the ESPP or the purchase rights. The ESPP Committee also will determine all relevant terms and conditions of the purchase rights granted to employees,

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AGENDA ITEM 5: APPROVE GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN

provided that all employees haveDelaware, as the same rights and privileges within the meaning of Section 423(b) of the Code for purposes of the Code Section 423 Component of the ESPP.

The ESPP Committee may assign any of its administrative tasks and authorities set forth under the ESPP to the Company’s (1) Senior Vice President, Chief Human Resources Officer, or (2) such other officer(s) or employee(s) of the Company to whom the ESPP Committee has delegated the authority to administer the ESPP (the “Plan Administrator”); provided, the ESPP Committee may not delegate the task of designating Participating 423 Subsidiaries and Participating Non-423 Subsidiaries for participation in either the Code Section 423 Component of the ESPP or the Non-Code Section 423 Component of the ESPP, or its authority to make adjustments under the ESPP. The Plan Administrator also may include any third-party vendor hired by the ESPP Committee to assist with the day-to-day operation and administration of the ESPP.

No member of the Board or the ESPP Committee will be liable for any action or determination made in good faith with respect to the ESPP. All expenses incurred in connection with the operation and administration of the ESPP will be paid by the Company; provided, responsibility for payment of administrative costs to maintain a terminated Participant’s plan account may be transferred to the terminated Participant, as determined by the ESPP Committee.

Available Shares

Subject to adjustment for certain changes in recapitalization or reorganization, to which the Company is a party, the maximum aggregate number of shares of Common Stock that may be issued under the ESPP will be 5,000,000 shares of Common Stock. Such shares may be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the ESPP. Shares of Common Stock that may be issued under the ESPP may consist of authorized but unissued shares and/or reacquired shares (treasury shares). If any right to purchase shares of Common Stock granted under the ESPP expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of such right will again be available for issuance under the ESPP. In addition, no shares of Common Stock authorized for issuance under the ESPP may be issued prior to January 1, 2020.

On February 26, 2020, the closing price for a share of our Common Stock on the New York Stock Exchange (“NYSE”) was $28.50.

Offerings

The ESPP may be implemented by offering all eligible Employees an option to purchase shares of Common Stock, which the Employee mayexists or may not exercise during an offering period (“Purchase Right”). The duration of each offering period willhereafter be established by the ESPP Committee but generally will commence on the first day on which the NYSE is open for trading of each offering period, and shall not exceed six months in duration (each, an “Offering Period”).

Eligibility

Employees of the Company (or a subsidiary of the Company that is designated for offering participation in either the Code Section 423 Component or Non-Code Section 423 Component of the ESPP to its eligible employees) who (1) have satisfied a service requirement of at least 90 days or such other period designated by the ESPP Committee, and (2) do not own (or have a right to acquire) five percent (5%) or more of the total combined voting power or value of all classes of the Company’s stock, a future parent corporation, or the Company’s subsidiaries (including any stock, which such Employee may purchase under all outstanding Purchase Rights and other equity compensation awards), may participate in offerings under the ESPP provided they were employed prior to the start of an enrollment period for an applicable Offering Period.

No Employee may purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding.

As of February 26, 2020, approximately 15,700 full-time and part-time employees in the United States and other countries may be eligible to participate in the ESPP if the ESPP is approved by the Company’s stockholders and upon meeting the eligibility requirements as described in the plan, including designation as a Participating Subsidiary.

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AGENDA ITEM 5: APPROVE GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN

Participation

An eligible employee who elects to participate in the ESPP (a “Participant”) must enroll in the ESPP by timely submitting a properly completed enrollment agreement to the Plan Administrator during the enrollment period for each Offering Period. An eligible employee who elects to enroll in the ESPP as a Participant will designate in the enrollment agreement a fixed dollar amount of his or her compensation (in whole dollars only) to be deducted each pay period. The minimum amount of a Participant’s contributions for each pay period is one dollar ($1.00). The maximum amount of a Participant’s contributions for each Offering Period is $12,500 of the Participant’s eligible compensation (subject to such further limitations provided in the ESPP).

Payment of Purchase Price; Payroll Deductions

The purchase of shares of Common Stock during each Purchase Period will be funded by a Participant’s payroll deductions accumulated during the Purchase Period. Participant payroll deductions generally will commence on January 1 of each Offering Period and will continue to be deducted each pay day through the end of the Offering Period. Interest will not be paid on Participant accumulated payroll deductions, which will be deposited with the general funds of the Company and may be used by the Company for any corporate purpose. A Participant may change the rate of payroll deductions during an Offering Period by timely submitting an amended enrollment agreement to the Plan Administrator. A Participant who elects to decrease the rate of his or her payroll deductions to 0% will remain in the ESPP unless he or she elects to withdraw from the ESPP. Unless a Participant’s participation is withdrawn, his or her Purchase Right will be exercised automatically on each monthly Purchase Date.

Purchase Price

Except as may be otherwise established by the ESPP Committee, the price at which a share of Common Stock may be purchased under the ESPP on the last trading day of each Purchase Period (the “Purchase Date”) will be the lower of (i) 85% of the fair market value of the Company’s shares of Common Stock on the first trading day of the Offering Period, or (ii) 85% of the fair market value of the Company’s shares of Common Stock on the applicable Purchase Date (the “Purchase Price”).

Purchase Limits

Each Participant will be granted a Purchase Right to purchase on the Purchase Date for such Offering Period up to a maximum number of shares of Common Stock determined by dividing such Participant’s Contributions accumulated prior to such Purchase Date by the applicable Purchase Price; provided, however, that in no event will a Participant be permitted to purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding. Moreover, in no event will a Participant be permitted to purchase more than $12,500 worth of the shares of Common Stock during any individual Offering Period (or such other lesser number of shares of Common Stock as determined by the ESPP Committee).

Required Holding Period

Except as may be otherwise determined by the ESPP Committee, a Participant may not sell or otherwise dispose of any shares of Common Stock acquired under the ESPP unless and until twelve (12) months have lapsed from the applicable Purchase Date (the “Required Holding Period”). Further, except as may be otherwise determined by the ESPP Committee, a Participant in the Code Section 423 Component may not transfer any shares of Common Stock acquired under the ESPP from the Participant’s plan account unless and until the period provided under Code Section 423(a)(1) for such shares has been satisfied. Notwithstanding the foregoing, (1) upon a Participant’s death, disability, retirement or involuntary termination of employment without cause, the Required Holding Period will lapse and will not apply to any shares of Common Stock acquired by the Participant under the ESPP, and (2) upon the approval of a Participant’s request for a hardship withdrawal, as such term “hardship” is defined under the Corteva, Inc. Retirement Savings Plan, the Required Holding Period will lapse for such number of shares of Common Stock acquired by the Participant under the ESPP as may be necessary to satisfy such hardship, as determined by the ESPP Committee in its sole discretion.

Termination of Employment

In the event a Participant’s employment is terminated prior to a Purchase Date for any reason, including retirement, disability or death, or in the event he or she is no longer eligible to participate in the ESPP, his or her rights under any

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AGENDA ITEM 5: APPROVE GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN

offering under the ESPP will terminate immediately. Contributions credited to the Participant’s account since the last Purchase Date will be returned to the Participant, or, in the case of the Participant’s death, to the Participant’s legal representative, as soon as practicable.

Voluntary Withdrawal

Participants may voluntarily withdraw from the ESPP at any time and receive a refund of all payroll deductions, without interest, credited to his or her ESPP account that have not been applied toward the purchase of shares of Common Stock by submitting a withdrawal election to the Plan Administrator in accordance with the procedures established by the Plan Administrator. The payroll deductions will be returned as soon as practicable after the withdrawal and may not be applied to the purchase of shares of Common Stock in any other offering under the ESPP. Participants who withdraw from the ESPP may be prohibited from resuming participation for the same Offering Period, but may participate in any subsequent Offering Period.

Restrictions on Transferability

Payroll deductions credited to a Participant’s account and any Purchase Rights granted under the ESPP may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way by the Participant (other than by will or the laws of descent and distribution). Any attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from the ESPP.

Effect of Recapitalization and Reorganization

In the event of certain changes in the Company’s capitalization, the ESPP Committee will appropriately adjust the number and class of shares of Common Stock subject to the ESPP and each Purchase Right and/or the Purchase Price. The ESPP Committee also has discretion to make equitable adjustments to the ESPP in the event of other changes in the capital structure or business of the Company to prevent the substantial dilution or enlargement of rights granted to, or available for, Participants under the ESPP.

Effect of Change in Control

In the event of a change in control, as defined by the ESPP, any surviving or acquiring corporation may assume the Company’s rights and obligations under the ESPP. If the surviving or acquiring corporation does not assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the current Offering Period will be accelerated to a date before the date of the change in control, but the number of shares of Common Stock subject to outstanding Purchase Rights will not be adjusted. All Purchase Rights that are neither assumed nor exercised as of the date of the change in control will terminate and cease to be outstanding effective as of the date of the change in control.

Amendment and Terminationamended.

The Board orunanimously recommends that you vote FOR the ESPP Committee may amend the ESPP at any time. No such amendment may materially adversely affect any outstanding Purchase Right granted before an amendment of the ESPP without the Participant’s consent, except as necessary to comply with applicable laws, listing requirements or governmental regulations (including Section 423 of the Code), or as necessary to obtain or maintain favorable tax, listing or regulatory treatment. An amendment must be approved by the stockholders of the Company within twelve (12) months of the adoption of such amendment if the amendment authorizes the sale of more shares than are authorized for issuance under the ESPP or changes the definition of the corporations or companies that may be designated by the Committee as participating in the ESPP, in each case, subject to the applicable provisions of Section 423 of the Code.

Certain United States Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to Participants in the United States and the Company with respect to participation in the Code Section 423 Component of the ESPP. The rules concerning the federal income tax consequences with respect to participation in the ESPP are quite technical. Moreover, the applicable statutory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the federal income tax consequences. In addition, the following discussion does not set forth any gift, estate, social security or state or local tax consequences that may be applicable, and such discussion is limited to the federal income tax consequences to individuals who are citizens or residents of the United States, other than those individuals who are taxed on a residence

Corteva 2020 Proxy Statement  |  59


AGENDA ITEM 5: APPROVE GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN

basis in a foreign country. Because the tax consequences to any Participant may depend on his or her particular situation, each Participant should consult his or her own tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a Purchase Right or the sale or other disposition of shares of Common Stock acquired under the ESPP. The ESPP is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended. The ESPP is not, nor is it intended to be, qualified under Section 401(a) of the Code.

Rights granted under the ESPP are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan that qualifies under the provisions of Section 423 of the Code.

A Participant’s payroll deductions under the ESPP will be made on an after-tax basis, and a Participant will not recognize any taxable income at the time a Participant is granted a Purchase Right at the start of an Offering Period or at the time the Purchase Right is exercised and shares of Common Stock are purchased on behalf of the Participant on the applicable Purchase Date. Instead, a Participant will recognize taxable income on the date the Participant sells or otherwise disposes of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.

If the shares are sold or otherwise disposed of more than two (2) years after the beginning of the Offering Period and more than one (1) year after the shares are transferred to the Participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the Purchase Price, or (ii) the excess of the fair market value of the shares as of the beginning of the Offering Period over the Purchase Price (determined as of the beginning of the Offering Period). Any further gain or any loss will be taxed as a long-term capital gain or loss.

If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the Purchase Date over the Purchase Price will be treated as ordinary income at the time of such sale or other disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to the Participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.

There are no federal income tax consequences to the Company by reason of the grant or exercise of rights under the ESPP. The Company will be entitled to a deduction to the extent amounts are taxed and reported as ordinary income to a Participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations).

New Plan Benefits

Participation in the ESPP is voluntary and each eligible Employee will make his or her own decision regarding whether and to what extent to participate in the ESPP. In addition, the Board and the ESPP Committee have not granted any Purchase Rights under the ESPP that are subject to stockholder approval of this proposal. Accordingly, the benefits or amounts that will be received by or allocated to the Company’s executive officers and non-executive Employees under the ESPP, as well as the benefits or amounts that would have been received by or allocated to the Company’s executive officers and other Employees if the ESPP had been in effect, are not determinable. The Company’s non-employee directors will be ineligible to participate in the ESPP.

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE CORTEVA, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CORTEVA, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN.Officer Exculpation Amendment.

 

 

AGENDA ITEM 5: APPROVAL4: AMENDMENT TO ARTICLES OF GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLANINCORPORATION

The Board of Directors recommends that you vote FOR this resolution.the Officer Exculpation Amendment.

 

6066 | Corteva 20202024 Proxy Statement



ADDITIONAL INFORMATION

FUTURE STOCKHOLDER PROPOSALS

If you satisfy the requirements of the rules and regulations of the SEC and wish to submit a proposal to be considered for inclusion in the Company’s proxy materials for the 2021 Annual2025 Meeting, of Stockholders of Corteva, Inc. (“2021 Meeting”), pursuant to Rule 14a-8, please send it to the Office of the Corporate Secretary. Under SEC Exchange Act Rule 14a-8, these proposals must be received no later than the close of business on November 19, 2020.15, 2024.

FUTURE ANNUAL MEETING BUSINESS

Under the Company’s Bylaws, if you wish to raise items of proper business directly at an annual meeting, including Director nominations outside of the proxy access process, other than stockholder proposals presented under Rule 14a-8 for inclusion in the Company’s proxy materials, you must give advance written notification to the Office of the Corporate Secretary. For the 20212025 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 19, 2020,15, 2024, and the close of business on December 19, 2020.15, 2024. However, as provided in the Bylaws, different deadlines apply if the 20202025 Meeting is called for a date that is not within 30 days before or after the anniversary of the 20202024 Meeting; in that event, written notice must be received by the Office of the Corporate Secretary no earlier than the close of business on the 120th day prior to the 20212024 Meeting anniversary date and no later than the close of business on the later of the 90th day prior to the 20212024 Meeting anniversary date or the 10th day following the date on which public disclosure of the date of such meeting is first made by the Company. Such notices must comply with the procedural and content requirements of the Bylaws. If notice of a matter is not received within the applicable deadlines or does not comply with the Bylaws, the chair of the annual meeting may refuse to introduce such matter. If a stockholder does not meet these deadlines, or does not satisfy the requirements of Rule 14a-4 of the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the annual meeting. The full text of the Bylaws is available at www.investors.corteva.com/corporate-governance.https://investors.corteva.com/.

FUTURE DIRECTOR NOMINEES THROUGH PROXY ACCESS

Under the Company’s Bylaws, if you wish to nominate a director through proxy access, you must give advance written notification to the Office of the Corporate Secretary. For the 20212025 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on October 20, 2020,16, 2024, and the close of business on November 19, 2020.15, 2024. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available at www.investors.corteva.com/corporate-governance.investors.corteva.com. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2025.

MULTIPLE STOCKHOLDERS WITH THE SAME ADDRESS

The SEC’s “householding” rules permit us to deliver only one notice or set of proxy materials to stockholders who share an address unless otherwise requested. This practice is designed to reduce printing and postage costs. If you are a registered stockholder and share an address with another stockholder and have received only one notice or one set of proxy materials, you may request a separate copy of these materials, and future materials, at no cost to you by writing to the Office of the Corporate Secretary. Alternatively, if you are currently receiving multiple copies of the notice or the proxy materials at the same address and wish to receive a single copy in the future, you may contact the Office of the Corporate Secretary. If you hold your stock with a bank or broker, you may revoke your consent to householding at any time by contacting Broadridge Financial Solutions Inc., 51 Mercedes Way, Edgewood, NY 11717, or by calling 1-866-540-7095. If you are a registered stockholder receiving multiple copies at the same address or if you have a number of accounts at a single brokerage firm, you may submit a request to receive a single copy in the future by contacting the Office of the Corporate Secretary. If you hold your stock with a bank or broker, contact Broadridge Financial Solutions Inc. at the address and telephone number provided above. The Company will promptly deliver to a stockholder who received one copy of proxy materials as the result of householding, a copy of the materials upon the stockholder’s written or oral request to the Office of the Corporate Secretary.

 

Corteva 20202024 Proxy Statement | 6167


ADDITIONAL INFORMATION

 

ELECTRONIC DELIVERY OF PROXY MATERIALS

Stockholders may request proxy materials be delivered to them electronically in 2020 by visiting www.investordelivery.com.www.investordelivery.com. This results in faster delivery of the documents and significant savings to the Company by reducing printing and mailing costs.

COPIES OF PROXY MATERIALS AND ANNUAL REPORT

The Notice and Proxy Statement and the Annual Report are posted on Corteva’s website at www.investors.corteva.com/corporate-governancehttps://investors.corteva.com/ and at www.proxyvote.com.www.proxyvote.com.

 

6268 | Corteva 20202024 Proxy Statement


 

APPENDIX A: NON-GAAP METRICS

CORTEVA, INC. GLOBAL OMNIBUSSHORT-TERM INCENTIVE METRICS

EMPLOYEE STOCK PURCHASE PLANThe Company utilizes Operating EBITDA, Operating EBITDA Margin and Working Capital Turns as metrics in Corteva’s enterprise PRP. The Seed and Crop Protection business unit PRPs utilize business unit Operating EBITDA and business unit Operating EBITDA Margin metrics. Business unit Operating EBITDA and business unit Operating EBITDA Margin are typically considered GAAP values when not further adjusted from the Company’s financial statement footnotes. The Company generally excludes the impact of non-operational costs and benefits and certain infrequent one-time significant events (e.g., restructurings, product and country exits, including our exit from Russia, acquisitions, and the settlement of litigation, which generally relates to activities that pre-date our current executive leadership team). As discussed in the Compensation Discussion and Analysis, the Company adjusted certain short-term incentive metrics due to the Stoller and Symborg acquisitions. Working Capital Turns had a payout factor of zero, and therefore this performance metric and its related adjustments from GAAP did not have a material impact on the NEOs’ payout.

Non-GAAP Calculation of Corteva Operating EBITDA

   

Twelve Months Ended December 31,   

2023

In millions

  As Reported  Margin %    

Income (loss) from continuing operations, net of tax (GAAP)

    $  941    5.5%

Provision for (benefit from) income taxes on continuing operations

    152    0.9%

Income (loss) from continuing operations before income taxes (GAAP)

    $  1,093    6.3%

+ Depreciation and Amortization

    1,211    7.0%

- Interest income

    (283)    -1.6%

+ Interest expense

    233    1.4%

+ / - Exchange (gains) losses

    397    2.3%

+ / - Non-operating (benefits) costs

    151    0.9%

+ / - Mark-to-market (gains) losses on certain foreign currency contracts not designated as hedges

        0.0%

+ / - Significant items (benefit) charge

    579    3.4%

Corteva Operating EBITDA / EBITDA Margin (Non-GAAP) 1,2

    $  3,381    19.6%

Less: Stoller and Symborg Operating EBITDA / EBITDA Margin

    76    18.1%

Corteva Operating EBITDA / EBITDA Margin (Non-GAAP) 1,2

    $  3,305    19.7%

1.

Corteva Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Significant items are reconciled on p. 45 of the Company’s Annual Report on Form 10-K. Non-operating benefits (costs) consists of non-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense.

2.

The EBITDA margin percentages are determined by dividing amounts in the table above for the twelve months ended December 31, 2023 by net sales of $17,226 million, except for EBITDA margin relating to Stoller and Symborg, which is determined by dividing the amount in the table above by the Stoller and Symborg net sales for the twelve months ended December 31, 2023 of $421 million. The total EBITDA margin after the Stoller and Symborg adjustment is determined by dividing the amount in the table above by net sales, excluding the Stoller and Symborg net sales, for the twelve months ended December 31, 2023 of $16,805 million. Margin percentages may not total as presented, due to rounding.

Corteva 2024 Proxy Statement | A-1


APPENDIX A: NON-GAAP METRICS

Segment Information

Net sales by segment

 

I.

In millions

Purpose; Effective DateTwelve Months Ended 

December 31, 2023

Seed

$ 9,472

Crop Protection

7,754

Less: Stoller & Symborg net sales

421

Crop Protection (excluding Stoller & Symborg)1

7,333

Total net sales1

$ 16,805

1.

Crop Protection net sales is defined as total Crop Protection net sales for the twelve months ended December 31, 2023, excluding the net sales recognized by Stoller and TermSymborg.

Corteva Operating EBITDA

In millions

Twelve Months Ended 

December 31, 2023

Seed

$ 2,117

Crop Protection

1,374

Less: Stoller & Symborg

76

Crop Protection (excluding Stoller & Symborg)2

1,298

Corporate

(110)

Corteva Operating EBITDA (Non-GAAP)1,2

$ 3,305

1.

Corteva Operating EBITDA is defined as earnings (loss) (i.e., income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating benefits (costs), foreign exchange gains (losses), and net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, excluding the impact of significant items. Non-operating benefits (costs) consists of non-operating pension and OPEB credits (costs), tax indemnification adjustments, and environmental remediation and legal costs associated with legacy businesses and sites. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the application of the terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the company as pre-tax income or expense. Operating EBITDA for the twelve months ended December 31, 2023 excludes the impact of the Stoller and Symborg acquisitions, which were completed on March 1, 2023.

2.

Crop Protection and Corteva Operating EBITDA for the twelve months ended December 31, 2023 excludes the impact of Stoller and Symborg.

Operating EBITDA margin

Twelve Months Ended 

December 31, 2023

Seed

22.4%

Crop Protection

17.7%

Total Operating EBITDA margin (Non-GAAP)3,4

19.7%

 

(A)3.

Purpose. The purposeOperating EBITDA margin is Operating EBITDA as a percentage of net sales. Operating EBITDA margin for the twelve months ended December 31, 2023 excludes the impact of the Corteva, Inc. Global Omnibus Employee Stock Purchase Plan (the “Plan”)Stoller and Symborg acquisitions, which were completed on March 1, 2023.

4.

The Operating EBITDA margin % for Corporate is to afford Eligible Employees an opportunity to obtain a proprietary interestnot presented separately above as it is not meaningful; however, the results are included in the continued growthTotal Operating EBITDA margin % above.

A-2 | Corteva 2024 Proxy Statement


APPENDIX A: NON-GAAP METRICS

Non-GAAP Calculation of Working Capital Turns

Working Capital Turns

  Three Months Ended Four-Quarter
Average

In millions

  March 2023 June 2023 September 2023 December 30, 2023

Net working capital (GAAP)

   $5,098  $6,861  $5,985  $5,851  

Less: Cash and cash equivalents

    (1,646)   (2,563)   (2,254)   (2,644)  

Less: Marketable securities

    (85)   (53)   (108)   (98)  

Less: Other current assets

    (1,335)   (1,008)   (1,070)   (1,131)  

Less: Accounts receivable - other1

    (1,344)   (1,380)   (1,261)   (1,159)  

Add: Short-term borrowings and finance lease obligations

    3,787   3,023   3,609   198  

Add: Income taxes payable

    298   396   236   174  

Add: Deferred revenue

    2,712   656   552   3,406  

Add: Accrued and other current liabilities

    2,477   2,892   2,273   2,351  

Total trade net working capital (Non-GAAP)2

   $9,962  $8,824  $7,962  $6,948  $8,424

Less: Stoller and Symborg trade net working capital

    299   262   262   287  

Total trade net working capital (Non-GAAP)2

   $9,663  $8,562  $7,700  $6,661  $ 8,147

In millions

  

Twelve Months Ended 

December 31, 2023

Total net sales

   $17,226

Less: Stoller & Symborg net sales

    421

Total net sales (excluding Stoller and Symborg)

   $ 16,805

Trade net working capital2

   $8,147

Working Capital Turns3

    2.06

1.

Accounts receivable - other includes receivables in relation to indemnification assets, amounts due from nonconsolidated affiliates, value added tax, general sales tax and prosperityother taxes.

2.

Trade net working capital is defined as inventory plus trade accounts receivable less accounts payable. The total trade net working capital during fiscal year 2023 excludes the trade net working capital relating to the Stoller and Symborg acquisitions, which were completed on March 1, 2023.

3.

Working capital turns is defined as Net Sales divided by the four-quarter average of Corteva, Inc. (the “Company”) through ownershipTrade Net Working Capital.

Corteva 2024 Proxy Statement | A-3


APPENDIX A: NON-GAAP METRICS

LONG-TERM INCENTIVE METRICS FOR PSU AWARDS

The Company utilizes Operating EPS and ROIC as metrics for its PSU awards granted under Corteva’s OIP. As discussed in the Compensation Discussion and Analysis, the Company adjusted these metrics due to the Stoller and Symborg acquisitions.

Non-GAAP Calculation of Corteva Operating EPS

  Twelve Months Ended December 31,
  

2023

$ (millions)

 

2022

$ (millions)

 

2021

$ (millions)

 

2023

EPS (diluted)

 

2022

EPS (diluted)

 

2021

EPS (diluted)

Income (loss) from continuing operations attributable to Corteva (GAAP)

  $929  $1,205  $1,812   1.30   $ 1.66   $ 2.44

Less: Non-operating benefits (costs), after tax1

   (111)   80   955   (0.16)   0.11   1.29

Less: Amortization of intangibles (existing as of Separation), after tax

   (471)   (542)   (562)   (0.66)   (0.75)   (0.76)

Less: Mark-to-market gains (losses) on certain foreign currency contracts not designated as hedges, after tax

                  

Less: Significant items benefit (charge), after tax

   (403)   (267)   (176)   (0.57)   (0.37)   (0.24)

Operating Earnings (Loss) (Non-GAAP) 2

  $1,914  $1,934  $1,595   $ 2.69   $ 2.67   $ 2.15

Less: Stoller and Symborg Operating Earnings (Loss)

   (21)         (0.03)      

Operating Earnings (Loss) (Non-GAAP) 2

  $ 1,935  $ 1,934  $ 1,595   $ 2.72   $ 2.67   $ 2.15

1.

Non-operating benefits (costs) consists of sharesnon-operating pension and other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites and the 2021 officer indemnification payment. Tax indemnification adjustments relate to changes in indemnification balances, as a result of the Company’s common stock (“Common Stock”). The Company intends for the Plan to be comprisedapplication of two components: a component with offerings that are intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Code Section 423 Component”), and a component with offerings that are not intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Non-Code Section 423 Component”). The provisions of the Code Section 423 Component shall be construed so as to extend and limit participation in a uniform andnon-discriminatory basis consistent with the requirements of Code Section 423. A right to purchase shares of Common Stock under theNon-Code Section 423 Component shall be effectuated via separate offerings under one or moresub-plans of theNon-Code Section 423 Component of the Plan for Employees of ParticipatingNon-423 Subsidiaries and affiliates in countries outside of the United States in order to achieve tax, employment, securities law or other purposes and objectives, and to conform the terms of thesub-plans with Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the lawsCompany as pre-tax income or expense.

2.

Operating earnings (loss) is defined as income (loss) from continuing operations attributable to Corteva excluding the after-tax impact of significant items, non-operating benefits (costs), amortization of intangible assets (existing as of Separation), and requirementsnet unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting. Although amortization of intangible assets (existing as of Separation) is excluded from these non-GAAP measures, management believes it is important for investors to understand that such countries. Except as otherwise provided hereinintangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in amortization of additional intangible assets. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from charges in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the applicablesub-plan,relevant non-GAAP financial measures, allowing quarterly results to reflect theNon-Code Section 423 Component economic effects of the Plan shall be operatedforeign currency derivative contracts without the resulting unrealized mark to fair value volatility. Operating earnings (loss) is defined as income (loss) from continuing operations attributable to Corteva for the twelve months ended December 31, 2023 excludes the impact of Stoller and administered in the same manner as the Code Section 423 Component.Symborg.

 

A-4 | Corteva 2024 Proxy Statement


APPENDIX A: NON-GAAP METRICS

Non-GAAP Calculation of Adjusted Return on Invested Capital (ROIC)

  Three Months Ended 

Trailing Twelve

Months

In millions

 March 2021 June 2021 September 2021 December 2021

Net income (loss) from continuing operations attributable to Corteva (GAAP)

   $   610   $   1,015   $    34   $  153   $  1,812

Less: Non-operating benefits (costs), after tax1

   237   237   242   239   955

Less: Amortization of intangibles (existing as of Separation), after tax

   (143)   (140)   (140)   (139)   (562)

Less: Mark-to-market gains (losses) on foreign currency contracts not designated as hedges, after tax

   1   (18)   15   2   

Less: Significant items benefit (charge), after tax

   (77)   (107)   17   (9)   (176)

Operating Earnings (Loss) (Non-GAAP)2

   592   1,043   (100)   60   1,595

Less: Interest expense, pre-tax

   (7)   (7)   (8)   (8)   (30)

Less: Interest income, pre-tax

   21   18   19   19   77

Less: Benefit from (provision for) income taxes on interest income and expense, net5

   (3)   (2)   (5)   (4)   (13)

Adjusted NOPAT (Non-GAAP)3

   $   581   $   1,034   $   (106   $  53   $  1,561

Adjusted Invested Capital

In millions

  Three Months Ended  

Trailing Twelve

Months

  March 2021  June 2021  September 2021  December 2021

Goodwill

   $10,146   $10,207   $10,130   $10,107   $10,148

Other intangible assets

    10,584    10,413    10,225    10,044    10,317

Total goodwill and other intangible assets (existing as of Separation)

    20,730    20,620    20,355    20,151    20,464

Short term borrowings and finance lease obligations

    1,250    677    1,372    17    829

Long-term debt

    1,102    1,101    1,101    1,100    1,101

Total Debt

    2,352    1,778    2,473    1,117    1,930

Total Equity

    24,778    25,625    24,979    25,623    25,251

Total Debt plus Equity

    27,130    27,403    27,452    26,740    27,181

Total Debt plus Equity, less goodwill and other intangible assets (existing as of Separation) (“Adjusted Invested Capital”)

   $6,400   $6,783   $7,097   $6,589   $6,717

Twelve Months Ended December 2021

 

Adjusted NOPAT 3

  $1,561 

Adjusted Invested Capital

  $6,717 

Adjusted Return on Invested Capital 4

   23.2

Corteva 2024 Proxy Statement | A-5


APPENDIX A: NON-GAAP METRICS

   Three Months Ended Trailing Twelve
Months

In millions

  March 2022 June 2022 September 2022 December 2022

Net income (loss) from continuing operations attributable to Corteva (GAAP)

   $574  $999  $(325)  $(43)  $1,205

Less: Non-operating benefits (costs), after tax1

    49   43   4   (16)   80

Less: Amortization of intangibles (existing as of Separation), after tax

    (139)   (138)   (137)   (128)   (542)

Less: Mark-to-market gains (losses) on foreign currency contracts not designated as hedges, after tax

    (28)   26   4   (2)   

Less: Significant items benefit (charge), after tax

    (16)   (127)   (110)   (14)   (267)

Operating Earnings (Loss) (Non-GAAP)2

    708   1,195   (86)   117   1,934

Less: Interest expense, pre-tax

    (9)   (16)   (18)   (36)   (79)

Less: Interest income, pre-tax

    15   24   36   49   124

Less: Benefit from (provision for) income taxes on interest income and expense, net5

    (1)   (2)   (4)   (3)   (9)

Adjusted NOPAT (Non-GAAP)3

   $703  $1,189  $(100)  $107  $1,898

Adjusted Invested Capital

  Three Months Ended  Trailing Twelve
Months

In millions

  March 2022  June 2022  September 2022  December 2022

Goodwill

   $10,109   $9,987   $9,791   $9,962   $9,962

Other intangible assets

    9,865    9,673    9,461    9,339    9,585

Total goodwill and other intangible assets (existing as of Separation)

    19,974    19,660    19,252    19,301    19,547

Short term borrowings and finance lease obligations

    1,018    712    1,576    24    833

Long-term debt

    1,154    1,283    1,277    1,283    1,249

Total Debt

    2,172    1,995    2,853    1,307    2,082

Total Equity

    25,936    26,071    25,084    25,541    25,658

Total Debt plus Equity

    28,108    28,066    27,937    26,848    27,740

Total Debt plus Equity, less goodwill and other intangible assets (existing as of Separation) (“Adjusted Invested Capital”)

   $8,134   $8,406   $8,685   $7,547   $ 8,193

A-6 | Corteva 2024 Proxy Statement


APPENDIX A: NON-GAAP METRICS

Twelve Months Ended December 2022

 

Adjusted NOPAT 3

  $1,898 

Adjusted Invested Capital

  $8,193 

Adjusted Return on Invested Capital 4

   23.2

   Three Months Ended Trailing Twelve
Months

In millions

  March 2023 June 2023 September 2023 December 2023

Net income (loss) from continuing operations attributable to Corteva (GAAP)

   $603  $877  $(318)  $(233)  $929

Less: Non-operating benefits (costs), after tax1

    (33)   (35)   (16)   (27)   (111)

Less: Amortization of intangibles (existing as of Separation), after tax

    (118)   (118)   (118)   (117)   (471)

Less: Mark-to-market gains (losses) on foreign currency contracts not designated as hedges, after tax

    (11)   (48)   34   25   

Less: Significant items benefit (charge), after tax

    (68)   (61)   (57)   (217)   (403)

Operating Earnings (Loss) (Non-GAAP)2

    833   1,139   (161)   103   1,914

Less: Interest expense, pre-tax

    (31)   (82)   (58)   (62)   (233)

Less: Interest income, pre-tax

    40   54   59   130   283

Less: Benefit from (provision for) income taxes on interest income and expense, net5

    (2)   6   (0)   (14)   (10)

Less: Stoller and Symborg NOPAT

    (2)   (12)   10   1   (3)

Adjusted NOPAT (Non-GAAP)3

   $828  $1,173  $(172)  $48  $1,877

Corteva 2024 Proxy Statement | A-7


APPENDIX A: NON-GAAP METRICS

Adjusted Invested Capital

  Three Months Ended  Trailing Twelve
Months

In millions

  March 2023  June 2023  September 2023  December 2023

Goodwill

   $9,989   $10,026   $9,945   $10,093   $10,013

Other intangible assets

    9,196    9,048    8,887    8,747    8,970

Total goodwill and other intangible assets (existing as of Separation)

    19,185    19,074    18,832    18,840    18,983

Short term borrowings and finance lease obligations

    3,787    3,023    3,609    198    2,654

Long-term debt

    1,241    2,290    2,290    2,291    2,028

Total Debt

    5,028    5,313    5,899    2,489    4,682

Less: Debt used for Stoller and Symborg acquisitions

    931    931    931    931    931

Total Adjusted Debt6

    4,097    4,382    4,968    1,558    3,751

Total Equity

    25,839    26,461    25,467    25,279    25,762

Total Debt plus Equity

    29,936    30,843    30,435    26,837    29,513

Total Debt plus Equity, less goodwill and other intangible assets (existing as of Separation) (“Adjusted Invested Capital”)

   $10,751   $11,769   $11,603   $7,997   $10,530

Twelve Months Ended December 31, 2023

 

Adjusted NOPAT 3

  $1,877 

Adjusted Invested Capital

  $10,530 

Adjusted Return on Invested Capital 4

   17.8
(B)1.

Effective DateNon-operating benefits (costs) consists of non-operating pension and Term. The Plan shall become effective on January 1,other post-employment benefit (OPEB) credits (costs), tax indemnification adjustments, environmental remediation and legal costs associated with legacy businesses and sites and the 2021 and shall continueofficer indemnification payment. Tax indemnification adjustments relate to changes in effect until the date on which allindemnification balances, as a result of the sharesapplication of Common Stock authorizedthe terms of the Tax Matters Agreement, between Corteva and Dow and/or DuPont that are recorded by the Company as pre-tax income or expense.

2.

Operating earnings (loss) is defined as income (loss) from continuing operations attributable to Corteva excluding the after-tax impact of significant items, non-operating benefits (costs), amortization of intangible assets (existing as of Separation), and net unrealized gain or loss from mark-to-market activity for issuance under the Plancertain foreign currency derivative instruments that do not qualify for hedge accounting. Although amortization of intangible assets (existing as of Separation) is excluded from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been issued.fully amortized. Any future acquisitions may result in amortization of additional intangible assets. Net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting represents the non-cash net gain (loss) from charges in fair value of certain undesignated foreign currency derivative contracts. Upon settlement, which is within the same calendar year of execution of the contract, the realized gain (loss) from the changes in fair value of the non-qualified foreign currency derivative contracts will be reported in the relevant non-GAAP financial measures, allowing quarterly results to reflect the economic effects of the foreign currency derivative contracts without the resulting unrealized mark to fair value volatility.

3.

Adjusted NOPAT is defined as net income (loss) from continuing operations attributable to Corteva for the trailing twelve months excluding the after-tax impact of significant items, non-operating benefits (costs), amortization expense associated with intangible assets existing as of Separation, net unrealized gain or loss from mark-to-market activity for certain foreign currency derivative instruments that do not qualify for hedge accounting, interest income and interest expense. The Adjusted NOPAT for the trailing twelve months ended December 31, 2023 also excludes the NOPAT relating to the Stoller and Symborg acquisitions, which were completed on March 1, 2023.

4.

Adjusted Return on Invested Capital (“ROIC”) is defined as Adjusted NOPAT divided by debt plus equity excluding goodwill and intangibles (existing as of Separation).

5.

The income tax effect on interest income and expense was calculated utilizing the Company’s base tax rate.

6.

Total Adjusted Debt for the trailing twelve months December 31, 2023 represents total debt less the debt used to partially fund the acquisitions of Stoller and Symborg, which were completed on March 1, 2023.

 

II.

Definitions

As used herein, unlessA-8 | Corteva 2024 Proxy Statement


APPENDIX B: AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF CORTEVA, INC.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORTEVA, INC.

(a Delaware corporation)

April  , 2024

Corteva, Inc. (hereinafter called the context otherwise requires,Company”), a corporation organized and existing under the following termslaws of the State of Delaware, does hereby certify as follows:

FIRST: The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on March 16, 2018 and amended first on May 31, 2019.

SECOND: This Amended and Restated Certificate of Incorporation has been duly adopted by the Company in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and has been approved by the requisite vote of the stockholders of the Company in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: The text of the Certificate of Incorporation of the Company is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the Company is Corteva, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at that address is The Corporation Trust Company.

ARTICLE III

PURPOSE AND POWERS

The purpose of the Company is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware. The Company shall have all powers that may now or hereafter be defined as follows:lawful for a corporation to exercise under the General Corporation Law of the State of Delaware.

ARTICLE IV

CAPITAL STOCK

 

 (A)A.

Board” means the Company’s BoardClasses of Directors.

(B)

Change in Control” meansChange in Control” as defined in the Corteva, Inc. 2019 Omnibus Incentive Plan, as amended from time to time, and any successor planStock. The total number of shares of stock of all classes of capital stock that may be adopted by the Company is authorized to issue is 1,916,666,667 shares. The authorized capital stock is divided into: (i) 1,666,666,667 shares of common stock having a par value of $0.01 per share (hereinafter, the “Common Stock”) and approved by(ii) 250,000,000 shares of preferred stock having a par value of $0.01 per share (hereinafter, the Company’s shareholders.

(C)

CodePreferred Stock means the United States Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(D)

Code Section 423 Component” means those offerings under the Plan that are intended to meet the requirements of Code Section 423(b).

(E)

Committee” means the People and Compensation Committee of the Board, or such other committee of the Board as the Board may designate.

(F)

Company” means Corteva, Inc., a corporation incorporated in the State of Delaware, and any present or future parent corporation of the Company (as defined in Code Section 424(e)).

 

 (G)B.

Common Stock” means the common stock. All shares of Common Stock of the Company par value $0.01 per share.shall be of one and the same class, shall be identical in all respects and shall have equal rights, powers and privileges.

Corteva 2024 Proxy Statement | B-1


APPENDIX B: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORTEVA, INC.

1.

Except as otherwise provided for by resolution or resolutions of the Board of Directors pursuant to this Article IV with respect to the issuance of any series of Preferred Stock or by the General Corporation Law of the State of Delaware, the holders of outstanding shares of Common Stock shall have the exclusive right to vote on all matters requiring stockholder action. On each matter on which holders of Common Stock are entitled to vote, each outstanding share of such Common Stock will be entitled to one vote.

 

 (H)2.

Compensation” means, with respectSubject to the rights of holders of any Participantseries of outstanding Preferred Stock, holders of shares of Common Stock shall have equal rights of participation in the dividends and with respect to each Payroll Deduction Period,other distributions in cash, stock or property of the base salary or regular hourly wages, excluding, exceptCompany when, as determinedand if declared thereon by the Plan Administrator on a nondiscriminatory basis, any incentive cash compensation (such as bonuses) and equity compensation incentive payments. The Plan Administrator may, in its sole discretion, on a uniform and nondiscriminatory basis, establish a different definitionBoard of Compensation for any subsequent Payroll Deduction Period, consistent with the requirementsDirectors from time to time out of Code Section 423 for offerings under the Code Section 423 Componentassets or funds of the Plan. In addition, the Plan Administrator may establish a different definition of Compensation for any subsequent Payroll Deduction Period for offerings under theNon-Code Section 423 Component of the Plan,Company legally available therefor and shall have equal rights to receive the authority to interpret which components of remuneration constitute Compensation for Participants employed outside of the United States.

Corteva 2020 Proxy Statement  |  A-1


(I)

Eligible Employee” means any person who is an Employeeassets and funds of the Company a Participating 423 Subsidiaryavailable for distribution to stockholders in the event of any liquidation, dissolution or a ParticipatingNon-423 Subsidiary, excluding any person:winding up of the affairs of the Company, whether voluntary or involuntary.

 

 (1)3.

who, immediately after any rights underUpon this Amended and Restated Certificate of Incorporation becoming effective (the “Effective Time”), the Plan are granted, owns (directly or through attribution)100 shares of the Common Stock, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock or other stock of the Company, a future parent corporation, or a Subsidiary (as determined under Code Section 423(b)(3)); or

(2)

who has not satisfied a service requirement of at least ninety (90) days or such other period designated by the Plan Administrator pursuant to Code Section 423(b)(4)(A) (which service requirement may not exceed two (2) years).

For purposes of the foregoing, the rules of Code Section 424(d) with regard to the attribution of stock ownership shall apply in determining the stock ownership of a person, and shares of Common Stock, which an Employee may purchase or otherwise acquire under outstanding options or other forms of equity compensation awards granted by the Company, shall be treated as shares of Common Stock owned by the Employee. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the person is on sick leave or other leave of absence approved by the Plan Administrator and meeting the requirements of Treasury RegulationSection 1.421-7(h)(2). In the case of a rehired Employee, the Plan Administrator may, in its sole discretion, recognizeissued and outstanding immediately prior service for purposes of such Employee’s satisfaction of any service period requirement so long as the Plan Administrator’s actions are applied in a uniform andnon-discriminatory basis consistent with the requirements of Code Section 423.

(J)

Employee” means (1) any person who is regularly and actively employed by the Company or a Participating 423 Subsidiary for purposes of the Code Section 423 Component of the Plan and who receives from it regular compensation, other than pension, retirement allowance, retainer, or fee under contract, or (2) any person who is treated as an employee of a ParticipatingNon-423 Subsidiary offering participation in theNon-Code Section 423 Component of the Plan as determined under local laws, rules and regulations and specified in the applicablesub-plan. For purposes of the Plan, a Participant shall cease to be an Employee either upon an actual termination of employment or upon the entity employing the employee ceasing to be a Participating 423 Subsidiary or a ParticipatingNon-423 Subsidiary. For purposes of the Plan, a person shall not cease to be an Employee while such person is on any military leave, sick leave, statutory leave (as determined under local law) or other bona fide leave of absence approved by the Plan Administrator. The Plan Administrator shall determine in good faith and in the exercise of its discretion whether a person has become or has ceased to be an Employee and the effective date of such person’s employment or termination of employment, as the case may be. For purposes of a person’s participation in or other rights, if any, under the Plan as of the time of the Plan Administrator’s determination, all such determinations by the Plan Administrator shall be final, binding and conclusive, notwithstanding that the Plan Administrator or any governmental agency subsequently makes a contrary determination.

(K)

Enrollment Agreement” means an agreement in such written or electronic form as specified by the Plan Administrator, stating an Eligible Employee’s election to participate in the Plan and authorizing payroll deductions or such other form of contribution as may be permitted under the Plan (or anysub-plan of the Plan established pursuant to Subsection IX (D) below).

(L)

Enrollment Period” means the period in which Eligible Employees are permitted to enroll in an Offering, as specified by the Plan Administrator.

(M)

Fair Market Value” means, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the arithmetic mean of the high and low trading prices for a share of Common Stock as reported for the NYSE Composite Transactions.

(N)

Non-Code Section 423 Component” means those offerings under the Plan that are not intended to meet the requirements of Code Section 423(b).

(O)

NYSE” means the New York Stock Exchange.

(P)

Offering Date” means the first Trading Day of each Offering Period, as determined by the Plan Administrator.

(Q)

Offering Period” means a period of an Offering that shall not exceed six months in duration or overlap any other Offering under the effective Plan has been declared to be effective for offering and selling unissued or reacquired shares of Common Stock to Participants, as established by the Committee. Each offering may be implemented by consecutive Offering Periods.

(R)

Participant” means an Eligible Employee who elects to participate in the Plan.

A-2  |  Corteva 2020 Proxy Statement


(S)

ParticipatingNon-423 Subsidiary” means any Subsidiary designated as a corporation that may offer participation in theNon-Code Section 423 Component of the Plan to its Eligible Employees pursuant to Section IX. Each ParticipatingNon-423 Subsidiary shall be listed inExhibit A of the Plan.

(T)

Participating 423 Subsidiary” means any Subsidiary designated as a corporation that may offer participation in the Code Section 423 Component of the Plan to its Eligible Employees. Each ParticipatingNon-423 Subsidiary shall be listed inExhibit A of the Plan.

(U)

Payroll Deduction Period” means the period within each Offering Period during which payroll deductions are withheld from a Participant’s Compensation for the purchase of shares of Common Stock under the Plan and may include anycatch-up periods for payroll deductions permitted by the Plan Administrator.

(V)

Plan” means the Corteva, Inc. Global Omnibus Employee Stock Purchase Plan, which includes both the Code Section 423 Component and theNon-Code Section 423 Component, as amended from time to time.

(W)

Plan Account” means the brokerage account established for the purpose of holding the shares of Common Stock purchased under the Plan for the Participant with the transfer agent or any third-party vendor hired by the Company to assist with theday-to-day operation and administration of the Plan.

(X)

Plan Administrator” means (1) the Corteva, Inc., ESPP Committee, or the successors thereto, or (2) such other officer(s) or employee(s) of the Company to whom it has delegated the authority to administer the Plan. The Plan Administrator also shall include any third-party vendor hired by it to assist with theday-to-day operation and administration of the Plan.

(Y)

Purchase Date” means the last Trading Day of each Purchase Period.

(Z)

Purchase Period” means each calendar month, or such other frequency as determined by the Plan Administrator, within a Payroll Deduction Period.

(AA)

Purchase Price” means, for each Offering Period, the price at which a share of Common Stock may be purchased under the Plan, as established from time to time by the Plan Administrator. Unless otherwise established by the Plan Administrator, the “Purchase Price” means the lower of (i) 85% of the Fair Market Value of a share of Common Stock on the Offering Date, or (ii) 85% of the Fair Market Value of a share of Common Stock on the Purchase Date, as adjusted from time to time in accordance with Section X and provided that the Purchase Price shall not be less than the par value of a share of Common Stock.

(BB)

Purchase Right” means an option granted to a Participant pursuant to the Plan to purchase shares of Common Stock as provided in Section V, which the Participant may or may not exercise during the Offering Period.

(CC)

Required Holding Period” means, with respect to each share of Common Stock acquired under the Plan and unless otherwise determined by the Plan Administrator, 12 months immediately following the applicable Purchase Date.

(DD)

Subsidiary” means a present or future subsidiary entity of the Company within the meaning of Code Section 424(f).

(EE)

Trading Day” means a day on which the NYSE is open for trading.

III.

Eligibility; Enrollment and Participation

(A)

Eligibility. An Employee may elect to participate in the Plan as of the first Offering Period on which such person becomes an Eligible Employee by complying with the enrollment procedures set forth in Subsection III(B) below.

(B)

Enrollment and Participation. An Eligible EmployeeEffective Time, shall enroll in the Plan and become a Participant in an Offering Period by submitting a properly completed Enrollment Agreement to the Plan Administrator during the Enrollment Period. The Plan Administrator shall establish enrollment procedures for the submission of such Enrollment Agreements using written and/or electronic election forms and shall communicate such procedures to all Eligible Employees. An Eligible Employee who does not timely submit a properly completed Enrollment Agreement to the Plan Administrator during the Enrollment Period for an Offering Period shall not participate in the Plan for that Offering Period but shall be eligible to elect to participate in the Plan for any subsequent Offering Period by timely submitting a properly completed Enrollment Agreement to the Plan Administrator during the Enrollment Period for any future Offering Period. A Participant may be required deliver to the Plan Administrator a new Enrollment Agreement for each subsequent Offering Period in accordance with the procedures established herein.

(C)

No Rights to Employment. Nothing in the Plan or any instrument executed pursuant hereto shall confer upon any Employee any right to continue in the employ of the Company, a Participating 423 Subsidiary or a

Corteva 2020 Proxy Statement  |  A-3


ParticipatingNon-423 Subsidiary, nor shall anything in the Plan affect the right of the Company, a Participating 423 Subsidiary or a ParticipatingNon-423 Subsidiary to terminate the employment of any Employee, with or without cause.

IV.

Participant Contributions Via Payroll Deductions

(A)

Payroll Deductions. Except as provided in Subsection IV (F) below, shares of Common Stock acquired under the Plan may be paid for only by means of payroll deductions from a Participant’s Compensation accumulated during the Offering Period for which such Purchase Right was granted. Payroll deductions shall commence on the first pay day of each Payroll Deduction Period and shall continue to be deducted each pay day through the end of the Payroll Deduction Period, unless as otherwise determined herein.

(B)

Amount of Participant Contributions. An Eligible Employee who elects to enroll in the Plan as a Participant shall designate in the Enrollment Agreement a fixed dollar amount of his or her Compensation (in whole dollars only) to be deducted each pay period during each Payroll Deduction Period and paid into the Plan for his or her account. The minimum amount of a Participant’s contributions for each pay period shall be Twenty-five Dollars ($25.00). The maximum amount of a Participant’s contributions for each Offering Period shall be $12,500 (subject to such further limitation so as to comply with the provisions of Subsections V (C) and V (D) below). Notwithstanding the foregoing, the Plan Administrator may change the designated enrollment amount, minimum contribution amount, and/or contribution limits for any future Offering Period and may, for the sake of clarity, establish these amounts and/or contribution limits as a percentage of a Participant’s Compensation (rather than as a fixed dollar amount).

(C)

No Interest on Participant Contributions. Except as may be otherwise determined by the Plan Administrator or required pursuant to applicable law, interest shall not be paid on a Participant’s contributions to the Plan for the purchase ofthereafter constitute 748,814,970 shares of Common Stock.

 

 (D)C.

Changes to Participant Contributions. Except as may be otherwise determined by the Plan Administrator, a Participant may elect to change the amount of payroll deductions during an Offering Period by submitting an amended Enrollment Agreement authorizing such change to the Plan Administrator in accordance with such procedures established by the Plan Administrator, and such change shall become effective as soon as reasonably practicable following the Plan Administrator’s receipt of such amended Enrollment Agreement. A Participant who elects to decrease the rate of his or her payroll deductions to zero dollars shall remain a Participant in the Plan for the Offering Period.Preferred Stock

 

 (E)1.

SuspensionShares of Participant Contributions. ThePreferred Stock of the Company may be issued from time to time in its sole discretion, suspend a Participant’s payroll deductions underone or more series, the Planshares of each series to have such voting powers, full or limited, if any, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as the Company deems advisable in order to comply with the various limitations providedare stated and expressed herein or in the Plan. Ifresolution or resolutions providing for the Company suspends a Participant’s payroll deductions under this provision,issue of such series, adopted by the Participant mayre-enroll in the Plan and participate in future Offering Periods by satisfying the requirementsBoard of Section III.Directors as hereinafter provided.

 

 (F)2.

Prohibition on Payroll Deductions. The payroll deduction provisions hereunder shall not applyAuthority is hereby expressly granted to Participants employed in countries outsidethe Board of Directors of the United States where payroll deductions are prohibited under local law. Such Participants shall be permitted to make contributionsCompany, subject to the Planprovisions of this Article IV and to the limitations prescribed by the General Corporation Law of the State of Delaware, to authorize by resolution or resolutions from time to time the issuance of one or more series of Preferred Stock out of the authorized but unissued shares of Preferred Stock and with respect to each such series to fix, by filing a certificate of designation pursuant to the General Corporation Law of the State of Delaware setting forth such resolution or resolutions and providing for the purchaseissuance of such series, the voting powers, full or limited, if any, of the shares of Common Stock through such series and the designations, preferences and relative, participating, optional or other form(s) of contribution as may be designated by the Plan Administratorspecial rights, and permitted under local law, and which are specified under an applicable sub-planqualifications, limitations or separate offeringrestrictions thereof. The authority of the Plan.Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following:

 

 (G)i.

Bookkeeping Accounts for Participant Contributions. Individual bookkeeping accounts shall be maintained for each Participant to reflect the payroll deductions or other contributions to the Plan for the purchasedesignation of shares of Common Stock by such Participant. All payroll deductions or other amounts contributed to the Plan shall be deposited with the general funds of the Company or an applicable Participating 423 Subsidiary/ParticipatingNon-423 Subsidiary, and may be used by the Company or an applicable Participating 423 Subsidiary/ParticipatingNon-423 Subsidiary for any corporate purpose. Notwithstanding the foregoing, to the extent required under local law, the payroll deductions or other contributions to the Plan for the purchase of shares of Common Stock by Participants outside the United States shall be held in a segregated account and shall not be commingled with the general funds of the Company or an applicable Participating 423 Subsidiary/ParticipatingNon-423 Subsidiary. Until shares of Common Stock are issued, Participants only shall have the rights of an unsecured creditor, although Participants in specified Offerings may have additional rights where required under local law, as determined by the Plan Administrator.

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V.

Grant of Purchase Rightsseries;

 

 (A)ii.

General. On each Offering Date, the Company shall grant to each Participant a Purchase Right under the Plan to purchasenumber of shares of Common Stock. Each Purchase Right shall be treated as an optionsuch series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designation for purposessuch series) increase or decrease (but not below the number of Code Section 423.shares of such series then outstanding);

 

 (B)iii.

Termthe dividend rate, if any, payable to holders of Purchase Right. Each Purchase Rightshares of such series, any conditions and dates upon which such dividends shall have a term equalbe payable, the relation which such dividends shall bear to the lengthdividends payable on any other class or classes of stock or any other series of any class of stock of the Offering Period to which the Purchase Right relates.Company, and whether such dividends shall be cumulative or non-cumulative;

 

 (C)iv.

Number of Shares of Common Stock Subject to a Purchase Right. On the Offering Date of each Offering Period, each Participant shall be granted a Purchase Right to purchase for such Offering Period (at the applicable Purchase Price) up to a maximum number of shares of Common Stock determined by dividing such Participant’s payroll deductions or contributions accumulated for such Offering Period by the Fair Market Value of a share of Common Stock on the Offering Date;provided,however, that in no event will a Participant be permitted to purchase more than Twenty-Five Thousand U.S. Dollars ($25,000) worth of shares of Common Stock, subject to adjustment pursuant to Section X, for each calendar year during which such Purchase Right is outstanding. The purchase of shares of Common Stock pursuant to the Purchase Right shall occur as provided in Section VI, unless the Participant has withdrawn pursuant to Section VII. Each Purchase Right shall expire on the last day of the Offering Period. In connection with each Offering Period made under the Plan, the Plan Administrator may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering Period. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering Period would exceed any such maximum aggregate number, then, in the absence of any Committee action otherwise, a pro rata (based on each Participant’s accumulated payroll deductions for such Offering Period) allocation ofwhether the shares of Common Stock available willsuch series shall be subject to redemption by the Company, in whole or in part, at the option of the Company or of the holder thereof, and, if made in as nearly a uniform manner as will be practicablesubject to such redemption, the times, prices, form of payment and equitable.other terms and conditions of such redemption;

 

 (D)v.

Limitation under Code Section 423(b)(8). Notwithstandingthe terms and amount of any provision in this Plan tosinking fund provided for the contrary, no Participant shall be granted a Purchase Right under the Code Section 423 Componentpurchase or redemption of the Plan to the extent that it permits his or her right to purchase shares of Common Stock under the Plan to accrue at a rate which, when aggregated with such Participant’s rights to purchase shares under all other employee stock purchase plans of a Participating 423 Subsidiary intended to meet the requirements of Code Section 423, exceeds Twenty-Five Thousand U.S. Dollars ($25,000) in Fair Market Value of Common Stock (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. Any payroll deductions in excess of the amount specified in the foregoing sentence shall be returned to the Participant as soon as administratively practicable following the next Offering Date.series;

 

 (E)vi.

No Assignment. A Purchase Right granted underwhether or not the Plan shall not be transferable otherwise than by will or the lawsshares of descent and distribution andsuch series shall be exercisable during the lifetimeconvertible into or exchangeable for shares of any other class or classes of any stock or any other series of any class of stock of the Participant only by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or purported assignment by a Participant of a Purchase Right or any rights granted underother security, and, if provision is made for conversion or exchange, the Plan.times, prices, rates, adjustments, and other terms and conditions of such conversion or exchanges;

 

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APPENDIX B: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORTEVA, INC.

VI.vii.

Purchasethe extent, if any, to which the holders of Sharesshares of Common Stocksuch series shall be entitled to vote generally, with respect to the election of directors, upon specified events or otherwise;

 

 (A)viii.

Exercisethe restrictions, if any, on the issue or reissue of Purchase Right. The Purchase Right for each Participant automatically shall be exercised on each Purchase Dateany additional Preferred Stock; and such Participant automatically shall acquire the number of whole and fractional shares of Common Stock determined by dividing (i) the total amount of the Participant’s payroll deductions accumulated in his or her Plan account during the Purchase Period, by (ii) the Purchase Price, to the extent the issuance of Common Stock to such Participant upon such exercise is lawful. However, in no event shall the number of shares of Common Stock purchased by the Participant during all Purchase Periods within an Offering Period exceed the number of shares of Common Stock subject to the Participant’s Purchase Right, as determined under Subsection V(C) above. Any cash balance remaining in a Participant’s Plan account following any Purchase Date shall be refunded, without interest, to the Participant as soon as reasonably practicable after such Purchase Period ends. Notwithstanding the foregoing, the Plan Administrator may establish alternative means for treating amounts remaining in Participant Accounts following any Purchase Date to the extent consistent with applicable law.

 

 (B)ix.

Oversubscription. In the event, with respect to any Offering hereunder, thatrights and preferences of the numberholders of whole and fractionalthe shares of Common Stock that might be purchased by all Participants insuch series upon any voluntary or involuntary liquidation or dissolution of, or upon the Plan on a Purchase Date exceeds the numberdistribution of shares of Common Stock available for issuance under the Plan, the Company shall make a pro rata allocationassets of, the remaining shares in as uniform a manner as shall be reasonably practicable and as the Company shall determine to be equitable.Company.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior to, rank equally with or be junior to any other series of Preferred Stock to the extent permitted by law and the terms of any other series of Preferred Stock.

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ARTICLE V


BOARD OF DIRECTORS

 

 (C)A.

DeliveryPower of Common Stockthe Board of Directors. As soon as reasonably practicable after each Purchase Date,The business and affairs of the Company shall arrange for the delivery of the full and fractional shares of Common Stock acquiredbe managed by the Participant on such Purchase Date to the Participant’s Plan Account. Shares of Common Stock to be delivered to a Participantor under the Plan shall be registered and/or recorded in the name of the Participant.

(D)

Dividends; Dividend Reinvestment. Any dividends paid on the shares of Common Stock acquired under the Plan (and credited to the Participant’s Plan Account by the Plan Administrator with an effective date on or before the applicableex-dividend date) shall be credited to the Participant’s Plan Account.

(E)

Tax Withholding. At the time a Participant’s Purchase Right is exercised, in whole or in part, or at the time a Participant disposes of some or all of the shares of Common Stock he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state, local andnon-U.S. tax withholding obligations of the Company, a Participating 423 Subsidiary or a ParticipatingNon-423 Subsidiary that arise upon exercise of the Purchase Right or upon such disposition of shares, if any, in accordance with such procedures and withholding methods as may be established by the Company. The Company, a Participating 423 Subsidiary or a ParticipatingNon-423 Subsidiary may, but shall not be obligated to, withhold from any compensation or other amounts payable to the Participant the amount necessary to meet such withholding obligations. The Company will not be required to issue any Common Stock under the Plan until such obligations are satisfied.

(F)

Expiration of Purchase Right. Any portion of a Participant’s Purchase Right remaining unexercised at the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of such Offering Period.

(G)

Reports to Participants. Each Participant who has exercised all or part of his or her Purchase Right shall receive, as soon as reasonably practicable after the Purchase Date, a report of such Participant’s Plan account setting forth the total payroll deductions accumulated prior to such exercise, the number of shares of Common Stock purchased, the Purchase Price for such shares of Common Stock, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded to the Participant. The report may be provided in such form and by such means, including by electronic transmission, as the Company may determine.

(H)

Required Holding Period. Except as may be otherwise determined by the Plan Administrator, a Participant may not sell or otherwise dispose of any shares of Common Stock acquired under the Plan unless and until the Required Holding Period for such shares has been satisfied. Notwithstanding the foregoing, (1) upon a Participant’s death, disability, retirement or involuntary termination of employment without cause, the Required Holding Period shall lapse and shall not apply to any shares of Common Stock acquired by the Participant under the Plan, and (2) upon the approval of a Participant’s request for a hardship withdrawal, as such term “hardship” is defined under the Corteva Retirement Savings Plan, the Required Holding Period shall lapse for such number of shares of Common Stock acquired by the Participant under the Plan as may be necessary to satisfy such hardship, as determined by the Plan Administrator in its sole discretion.

(I)

Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all shares of Common Stock acquired pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant.

VII.

Common Stock Authorized for Issuance Under the Plan

(A)

Common Stock Subject to the Plan. The maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be 5,000,000 shares, subject to adjustment in accordance with Section X. Such shares may be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component of the Plan or theNon-Code Section 423 Component of the Plan. Shares of Common Stock issued under the Plan may consist of authorized but unissued shares, reacquired shares (treasury shares), or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of such Purchase Right shall again be available for issuance under the Plan.

(B)

Legends. The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law restrictions or any provision convenient in the administration of the Plan on some or all of the certificates representing shares of Common Stock issued under the Plan. The Participant

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shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of the Plan.

(C)

Compliance with Laws. The Company shall not be obligated to issue any Common Stock pursuant to any offering under the Plan at any time when the offer, issuance, or sale of shares covered by such Offering (1) has not been registered under the Securities Act of 1933, as amended, or does not comply with such other federal, state ornon-U.S. securities or exchange control laws, rules or regulations, or the requirements of any stock exchange upon which the Common Stock may then be listed, as the Company or the Board deems applicable, and (2) in the opinion of legal counsel for the Company, there is no exemption from the requirements of such laws, rules, regulations, or requirements available for the offer, issuance, and sale of such shares of Common Stock. Further, all stock acquired pursuant to the Plan shall be subject to the Company’s policies concerning compliance with securities or exchange control laws and regulations, as such policies may be amended from time to time. The issuance of shares of Common Stock under the Plan shall be subject to compliance with all applicable requirements of federal, state ornon-U.S. law with respect to such securities. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Common Stock under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

VIII.

Termination of Employment; Voluntary Withdrawal

(A)

Termination of Employment. Except as may be otherwise determined by the Plan Administrator, in the event that (1) the employment of a Participant terminates for any reason during an Offering Period, including death, permanent disability, or retirement, except a transfer of employment addressed in Subsection VIII(B) below, or (2) a Participant ceases to be an Eligible Employee during an Offering Period, the Participant’s participation in the Plan and any rights thereunder shall terminate immediately and thereupon, automatically and without any further act on his or her part, such Participant’s payroll deduction authorization shall terminate. Any payroll deductions or other contributions credited to the Participant that have not yet been applied towards the purchase of shares of Common Stock shall, as soon as reasonably practicable following such termination of employment, be returned to the Participant (without interest, unless otherwise required under applicable law).

(B)

Employee Transfer. Except as may be otherwise determined by the Plan Administrator, if a transfer employment from a Participating 423 Subsidiary/ParticipatingNon-423 Subsidiary to anon-Participating 423Subsidiary/non-ParticipatingNon-423 Subsidiary, or, as necessary, from a Participating 423 Subsidiary to aNon-423 Subsidiary, or vice versa, during any month in the Offering Period, the Participant’s payroll deductions taken as of the date of the Participant’s transfer, if any, shall be used to purchase shares of Common Stock no later than the last Trading Day of the Offering Period in which such transfer occurs, or as agreed by the Plan Administrator. Thereafter, the Participant’s participation in the Plan shall terminate.

(B)

Voluntary Withdrawal. A Participant may voluntarily withdraw from the Plan at any time and receive a refund of all payroll deductions credited to his or her Plan account that have not been applied toward the purchase of shares of Common Stock by submitting a withdrawal election to the Plan Administrator in accordance with such procedures as established by the Plan Administrator. The payroll deductions of a Participant who has withdrawn from the Plan shall be refunded (without interest) to the Participant as soon as reasonably practicable after the withdrawal and may not be applied to the purchase of shares of Common Stock in any other Offering under the Plan. A Participant who withdraws from the Plan may elect tore-enroll in the Plan in accordance with Section III.

(C)

Administrative Costs for Plan Accounts of Terminated Participants. Responsibility for payment of administrative costs to maintain a terminated Participant’s Plan Account may be transferred from the Company to the terminated Participant, as determined by the Plan Administrator from time to time.

IX.

Plan Administration

(A)

General. The Plan will be administered by the Plan Administrator. The Plan Administrator is vested with full authority to administer, interpret and make rules regarding the Plan. The Plan Administrator shall have the authority to interpret the Plan as it may deem advisable and to make determinations that shall be final, binding

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and conclusive upon all persons. Subject to the provisions of the Plan, the Plan Administrator shall determine all of the relevant terms and conditions of any rights under the Plan, including (but not limited to) the Offering Date, the Offering Period, the Payroll Deduction Period, the Purchase Date and the Purchase Price; provided, however, that all Participants under the Code Section 423 Component of the Plan shall have the same rights and privileges within the meaning of Code Section 423(b)(5) and provided further, that the Purchase Price for any Offering Period under the Code Section 423 Component of the Plan or any Offering Period under theNon-Code Section 423 Component of the Plan may not be established at a price which does not comply with the requirements of Code Section 423. The Committee may assign any of its administrative tasks set forth herein to the Plan Administrator, except that the Committee may not delegate its authority to make adjustments pursuant to Section X. No memberdirection of the Board Committee or the Plan Administrator shall be liable for any action or determination madeof Directors. In furtherance, and not in good faith with respect to the Plan. All expenses incurred in connection with the operation and administrationlimitation, of the Plan shall be paid by the Company.

(B)

Delegation by Plan Administrator. The Plan Administrator may delegate to officers, employees or third party vendors the authority to administer the Plan subject to the rules and interpretive determinations promulgated by the Plan Administrator. Such delegation shall not make such officer or employee, if otherwise an Eligible Employee, ineligible to participate in the Plan.

(C)

Policies and Procedures. To the extent not inconsistent with the Plan, the Plan Administrator and/or Committee may authorize and establish such rules and regulations as it may determine to be advisable to make the Plan effective or to provide for its operation and administration, and may take such other action with regard to the Plan as it shall deem advisable to effectuate its purpose, including, without limitation, the establishment of procedures that may be necessary to ensure compliance with Rule16b-3 of the Securities Exchange Act of 1934.

(D)

Non-Code Section 423 Component for Participation Outside of the United States. The Plan Administrator may, in its sole discretion, establishsub-plans or separate offerings under theNon-Code Section 423 Component of the Plan which do not satisfy the requirements of Code Section 423 for purposes of effectuating the participation of Eligible Employees employed by a ParticipatingNon-423 Subsidiary located in countries outside of the United States. For purposes of the foregoing, the Plan Administrator may establish one or moresub-plans or separate offerings to: (1) amend or vary the terms of theNon-Code Section 423 Component of the Plan in order to conform such terms with the laws, rules and regulations of each country outside of the United States where the ParticipatingNon-423 Subsidiary is located; (2) amend or vary the terms of theNon-Code Section 423 Component of the Plan in each country where the ParticipatingNon-423 Subsidiary is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social insurance contributions for Participants or a ParticipatingNon-423 Subsidiary, or (3) amend or vary the terms of theNon-Code Section 423 Component of the Plan in each country outside of the United States where a ParticipatingNon-423 Subsidiary is located as it considers necessary or desirable to meet the goals and objectives of theNon-Code Section 423 Component of the Plan. Eachsub-plan established pursuant to this Subsection IX(D) shall be reflected in a written appendix to theNon-Code Section 423 Component of the Plan for each ParticipatingNon-423 Subsidiary in such country, and shall be treated as being separate and independent from the Code Section 423 Component of the Plan; provided, the total number of shares of Common Stock authorized to be issued under the Plan shall include any shares of Common Stock issued under theNon-Code Section 423 Component of the Plan (including eachsub-plan). To the extent permitted under applicable law, the Plan Administrator may delegate its authority and responsibilities under this Section in accordance with Section IX(B).

X.

Recapitalization, Reorganization and Change in Control.

(A)

Adjustments for Changes in Common Stock. In the event of any stock dividend, extraordinary cash dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, or in the event of any merger (including a merger effected for the purpose of changing the Company’s domicile), sale of assets,spin-off or other reorganization in which the Company is a party, appropriate adjustments shall be made in the number and class of shares of stock subject to the Plan and each Purchase Right, and in the Purchase Price. If a majority of the shares of Common Stock which are of the same class as the shares of stock that are subject to outstanding Purchase Rights are exchanged for, converted into, or otherwise become (whether or not pursuant to a Change in Control as described in Subsection X(B) below) shares of another corporation, the Committee may unilaterally amend the outstanding Purchase Rights

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to provide that such Purchase Rights are exercisable for new shares of stock. In the event of any such amendment, the number and kind of shares of stock subject to, and the Purchase Price of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Administrator, in its sole discretion. In no event may the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by the Plan Administrator pursuant to this Subsection X(A) shall be final, binding and conclusive. Notwithstanding the foregoing, upon the occurrence of any event covered under this Subsection X(A), the Plan Administrator may, in its sole discretion, terminate the existing Offering Period and refund all accumulated and unused Participant contributions to Participants.

(B)

Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Company”), may assume the Company’s rights and obligations under the Plan. If the Acquiring Company elects not to assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the then current Offering Period shall be accelerated to a date before the date of the Change in Control specified by the Plan Administrator, but the number of shares of Common Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights that are neither assumed by the Acquiring Company in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control.

XI.

Termination and Amendment of the Plan

(A)

The Board, or by delegation to the Committee or the Plan Administrator, may at any time terminate, suspend or amend the Plan; provided that, such termination, suspension or amendment will not affect elections already accepted by the Company; and provided further that, any termination, suspension or amendment of the Plan shall be subject to the approval of the shareholders of the Company to the extent required under applicable law.

(B)

The Plan and all rights of employees hereunder, if not terminated earlier, shall terminate:

(1)

at the close of any Offering Period, if theretofore declared terminated by the Board or Committee; or

(2)

upon the issuance of all shares of Common Stock authorized for issuance under the Plan.

XII.

Code Section 409A and Tax Qualification

(A)

Code Section 409A. The Plan and any offering to purchase shares of Common Stock under the Plan are intended to be exempt from the application of Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Plan Administrator determines that any rights to purchase shares of Common Stock granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause such right under the Plan to be subject to Code Section 409A, the Plan Administrator may amend the terms of the Plan and/or of an outstanding right to purchase shares of Common Stock granted under the Plan, or take such other action as the Plan Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding offerings that may be granted under the Plan from or to allow any such offerings to comply with Code Section 409A, but only to the extent any such amendments or action by the Plan Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the offering under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Plan Administrator with respect thereto. The Company makes no representation that the right to purchase shares of Common Stock under the Plan is compliant with Code Section 409A.

(B)

Tax Qualification. Although the Company may endeavor to (1) qualify an offering under the Plan for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (2) avoid adverse tax treatment (e.g., under Code Section 409A), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in the Plan. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

XIII.

Indemnification

(A)

In addition to such other rights of indemnification as they may have as members of the Committee, Plan Administrator, or officers, employees of a Participating 423 Subsidiary or a ParticipatingNon-423 Subsidiary, members of the Committee, Plan Administrator, and any officers or employees of a Participating 423 Subsidiary

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or a ParticipatingNon-423 Subsidiary to whom authority to act for the Committee, Plan Administrator or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjusted in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

XIV.

Miscellaneous

(A)

Transferability. Payroll deductions, contributions credited to a Participant’s account and any rights with regard to the purchase of shares of Common Stock pursuant to a Purchase Right or to receive shares of Common Stock under the Plan may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as otherwise determined in the Plan) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may, in its discretion, treat such act as an election to withdraw from the Plan in accordance with Section VIII.

(B)

Severability. If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such determination shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision were omitted.

(C)

Governing Law and Jurisdiction. The validity, interpretation and administration of the Plan and of any rules, regulations, determinations or decisions made thereunder, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Delaware (regardless of the laws that might be applicable under principles of conflicts of laws). Without limiting the generality of the foregoing, the period within which any action in connection with the Plan must be commenced shall be governedpowers conferred by the laws of the State of Delaware, (regardlessthe Board of the laws that mightDirectors shall be applicable under principles of conflicts of laws), without regard to the place where the act or omission complained of took place, the residence of any party to such action or the place where the action may be brought.

(D)

Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan.

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Documents

Incorporated by Reference into this Proxy Statementexpressly authorized to:

 

 1.

“Our Relationship with New DuPontdetermine the rights, powers, duties, rules and Dow Followprocedures that affect the Distribution” in Exhibit 99.1power of the Board of Directors to manage and direct the Company’s Registration on Form 10, dated May 6, 2019.business and affairs of the Company;

 

 2.

Item 1.01establish one or more committees of the Company’s Current ReportBoard of Directors, by the affirmative vote of a majority of the entire Board of Directors, to which may be delegated any or all of the powers and duties of the Board of Directors to the fullest extent permitted by law; and

3.

exercise all such powers and do all such acts as may be exercised by the Company, subject to the provisions of the laws of the State of Delaware, this Amended and Restated Certificate of Incorporation, and the Amended and Restated Bylaws of the Company (as the same may be amended and/or restated from time to time, the “Bylaws”).

B.

Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by a vote of a majority of the entire Board of Directors in the manner provided in the Bylaws. As used in this Amended and Restated Certificate of Incorporation, the term “entire Board of Directors” means the total authorized number of directors that the Company would have if there were no vacancies.

C.

Vacancies. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock to elect directors, any vacancies on Form 8-K, dated June 3, 2019.the Board of Directors for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall be filled exclusively by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by stockholders. Any directors elected to fill a vacancy shall hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.

D.

Removal of Directors. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting as a single class.

ARTICLE VI

LIMITATION OF LIABILITY AND INDEMNIFICATION

A.

Limitation of Liability of Directors. A Director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a Director to the fullest extent permitted by the General Corporation Law of Delaware as the same now exists or hereafter may be amended. No repeal or modification of this Article VI shall apply or have any adverse effect on any right or protection of, or any limitation of the liability of, any person entitled to any right or protection under this Article VI existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

 

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LOGO

APPENDIX B: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORTEVA, INC.

B.

Indemnification. Directors, officers, employees and agents of the Company may be indemnified by the Company to the fullest extent as is permitted by the laws of the State of Delaware as it presently exists or may hereafter be amended and as the Bylaws may from time to time provide.

C.

Limitation of Liability of Officers. To the fullest extent permitted by the General Corporation Law of Delaware, as the same exists or as may hereafter be amended, an officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer except for liability (a) for any breach of the officer’s duty of loyalty to the Company or its stockholders; (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the General Corporation Law of Delaware; or (d) for any transaction from which the director or officer derived any improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. For purposes of this Article VI, “officer” shall have the meaning provided in Section 102(b)(7) of the General Corporation Law of Delaware, as the same exists or may hereafter be amended.

ARTICLE VII

STOCKHOLDER ACTION

Any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any written consent of the stockholders of the Company; provided, however, that any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation for such series of Preferred Stock.

ARTICLE VIII

AMENDMENT OF BYLAWS

A.

Amendment by the Board of Directors. In furtherance, and not in limitation, of the powers conferred upon it by law, the Board of Directors is expressly authorized and empowered to amend, alter, change, adopt or repeal the Bylaws of the Company; provided, however, that no Bylaws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such Bylaws had not been adopted.

B.

Amendment by Stockholders. In addition to any requirements of the General Corporation Law of the State of Delaware (and notwithstanding the fact that a lesser percentage may be specified by the General Corporation Law of the State of Delaware), unless otherwise specified in the Bylaws, the affirmative vote of the holders of a majority of the voting power of all the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Company to amend, alter, change or repeal or to adopt any provision of the Bylaws of the Company.

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Company hereby reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and any other provisions authorized by the General Corporation Law of Delaware may be added or inserted, in the manner now or hereafter prescribed by the General Corporation Law of Delaware, and all rights, preferences and privileges of whatsoever nature conferred on stockholders, directors or any other persons whomsoever therein granted are subject to this reservation.

B-4 | Corteva 2024 Proxy Statement


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CORTEVA agriscience TM CORTEVA, INC. ATTN: OFFICE OF THE CORPORATE SECRETARY 974 CENTRE ROAD, BUILDING 735 WILMINGTON, DE 19805
SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on the cut-off date (see reverse side). Have your proxy card in hand when you access the website and follow the instructions to cast your vote.
During The Meeting - Go to www.virtualshareholdermeeting.com/CTVA2020
CTVA2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on the cut-off date (see reverse side). Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Votes must be received by the cut-off date (see reverse side).
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E98709-P37753-Z76669 V31611-P06312-Z87022 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
CORTEVA, INC.
The Board of Directors recommends that you vote FOR all director nominees in Agenda Item 1, and FOR Agenda Items 2, 43, and 5, and 1 Year for Agenda Item 3.
4. 1. Election of the 1213 directors named in the Proxy Statement.
Nominees: For Against Abstain
Nominees:
1a. Lamberto Andreotti
1b. Robert A. Brown
1c. James C. Collins, Jr.
1d. Klaus A. Engel
1c. David C. Everitt 1d. Janet P. Giesselman 1e. Karen H. Grimes 1f. Michael O. Johanns
1f. Lois D. Juliber
1g. Rebecca B. Liebert
1h. Marcos M. Lutz
1i. Charles V. Magro 1j. Nayaki R. Nayyar
1j. For Against Abstain 1k. Gregory R. Page
1k. Lee M. Thomas
1l. Kerry J. Preete 1m. Patrick J. Ward
For Against Abstain
2. Advisory resolution to approve executive compensation of the Company’s named executive officers.
1Year 2 Years 3 Years Abstain
3. Advisory resolution on the frequency of the stockholder vote on the compensation of the Company’s named executive officers. For Against Abstain
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020.
5. Approval2024. 4. Approve an amendment to Corteva’s Certificate of Corteva, Inc. Global Omnibus Employee Stock Purchase Plan.
6.Incorporation to provide for the exculpation of certain of our officers as permitted by Delaware Law. 5. Transaction of any other business as may properly come before the 20202024 Meeting.
Please sign exactly as name appears hereon. Joint owners should each sign personally. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. All holders must sign. If a corporation, sign the full corporate name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date


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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held April 28, 2020:
26, 2024: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT. PLEASE VOTE THE SHARES AS SOON AS POSSIBLE.
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,
DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
E98710-P37753-Z76669
V31612-P06312-Z87022 CORTEVA, INC.
Annual Meeting of Stockholders April 28, 2020, 11:26, 2024, 8:00 AM CentralEastern Time
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints James C. Collins, Jr.,Charles V. Magro, Gregory R. Page and Cornel B. Fuerer or any of them, each with power of substitution, as proxies for the undersigned to vote all shares of Common Stock of said Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 28, 2020,26, 2024 and any adjournment or postponement thereof, as hereinafter specified and, in their discretion, upon such other matters as may properly come before the Meeting. The undersigned hereby revokes all proxies previously given.
Such proxies are directed to vote as specified on the reverse side, or if no specification is made, FOR all director nominees in Agenda Item 1, FOR Agenda Items 2, 43, and 5, and 1 Year for Agenda Item 3,4, and to vote in accordance with their discretion on such other matters as may properly come before the Meeting and at any adjournment or postponement of the Meeting. To vote in accordance with the Corteva Board of Directors’ recommendations, just sign and date on the reverse side; no voting boxes need to be checked.
NOTICE TO PARTICIPANTS IN EMPLOYEES’ SAVINGS PLANS
If you are a participant in certain employee savings plans, a trustee for the relevant employee savings plan may vote, as directed by the plan fiduciary or by an independent fiduciary selected by the plan fiduciary, all shares held in the plan for which no voting instructions are received. Other shares owned by you will be voted only if you sign and return a proxy card, or vote by Internet or telephone.
The cut-off date for shares held in employee savings plans is April 23, 2020.2024. The cut-off date for all other shares is April 27, 2020.
25, 2024. Continued and to be signed on reverse side