DEF 14A

Safety and health

Respect for people

Highest ethical behavior

Protecting the planet

We commit to protecting the safety and health of our employees, our contractors, our customers, and the people in the communities where we operate.

We treat our employees and all our partners with professionalism, dignity, and respect, fostering an environment where people can contribute, innovate, and excel.

We conduct ourselves in accordance with the highest ethical standards, and in compliance with all applicable laws, always striving to be a respected corporate citizen worldwide.

We find science-enabled, sustainable solutions for our customers, always managing our businesses to protect the environment and preserve the earth’s natural resources-for today and for future generations.

DEF 14A 1 d298914ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

DuPont de Nemours, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

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

Date:

Thursday, May 26, 2022

Time:

1:00 P.M. Eastern Daylight Time

Location*:

Online at www.virtualshareholdermeeting.com/

DD2022

Agenda:

1. Election of the 12 director nominees named in the Proxy Statement.

2. Advisory resolution to approve executive compensation.

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.

4. Stockholder proposal, if properly presented.

5. Transaction of any other business as may properly come before the Annual Meeting.

How to Vote

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

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BY INTERNET

www.proxyvote.com

BY PHONE

1-800-690-6903 or the

number provided on your

voting instructions

BY MAIL

Use the postage-paid

envelope provided

The Board of Directors (the “Board”) of DuPont de Nemours, Inc. (the “Company” or “DuPont”) has set the close of business on March 31, 2022 as the record date for determining stockholders who are entitled to receive notice of the Annual Meeting and to vote.

As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, proxy materials were made available via the internet. Notice regarding availability of proxy materials and instructions on how to access those materials were mailed to certain stockholders of record on or about April 8, 2022 (the “Notice”). The instructions included how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a lower-cost way to furnish stockholders with their proxy materials.

Please see pages 2-3 of the Proxy Statement for information on attending the Annual Meeting virtually.

Thank you for your continued support and your interest in DuPont de Nemours, Inc.

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Peter W. Hennessey

VP, Associate General Counsel and Corporate Secretary

April 8, 2022

The Annual Meeting will be online and a completely virtual meeting of stockholders. The enclosed materials include instructions on how to participate in the Annual Meeting, including by voting and asking questions both before and during the Annual Meeting. For information regarding how to access the list of stockholders of record entitled to vote at the annual meeting, see “Participating in the Annual Meeting” in the enclosed materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 26, 2022

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

2022 Proxy Statement

Cautionary Statement Regarding Forward Looking Statements

Certain statements within this proxy statement may constitute “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions and variations or negatives of these words. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties and assumptions, many of which that are beyond DuPont’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and should consider the uncertainties and risks discussed in our 2021 Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

2022 Proxy Statement

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Proxy Statement

Summary

Annual Meeting of Stockholders

Date and Time

May 26, 2022

1:00 P.M. Eastern Daylight Time

Place

Online at

www.virtualshareholdermeeting.com/DD2022

Record Date

March 31, 2022

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This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Agenda and Voting Recommendations



Agenda Item		Board Recommendation	Page

1	Election of Directors	For Each Nominee	20

2	Advisory Resolution to Approve Executive Compensation	For	66

3	Ratification of the Appointment of the Independent Registered Public Accounting Firm	For	67

4	Stockholder Proposal – Independent Board Chair	Against	71

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Proxy Statement Summary

Executive Summary

We are a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety.

We were formed in 2015 as DowDuPont Inc. for the purpose of effecting an all-stock merger of equals transaction between The Dow Chemical Company (“TDCC”) and E. I. du Pont de Nemours and Company (“EID”). Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, TDCC and EID each merged with subsidiaries of DowDuPont Inc. and, as a result, TDCC and EID became subsidiaries of DowDuPont (the “DWDP Merger”). Prior to the DWDP Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the DWDP Merger Agreement. On April 1, 2019, we completed the separation of the materials science business through the spin-off of Dow Inc. (“Dow”) including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, we completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID, (the “Corteva Distribution” and together with the Dow Distribution, the “DWDP Distributions”).

During 2021, the evolution of our portfolio of businesses continued with the closing of the divestiture of our Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrances Inc. (“IFF”) on February 1, 2021, the acquisition of Laird Performance Materials on July 1, 2021, and our announcement on November 2, 2021 that we entered into a definitive agreement to acquire Rogers Corporation. In addition, during 2021 we commenced a process to divest a substantial majority of our Mobility & Materials (“M&M”) segment. On February 18, 2022, we announced that we had entered into a definitive agreement to divest a majority of the M&M segment to Celanese Corporation.

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information about the Company’s 2021 financial performance, our key corporate governance policies and practices, and key executive compensation actions and decisions. The following description is only a summary. For more complete information about these topics, please review the Company’s Annual Report on Form 10-K and this Proxy Statement.

2021 Financial Performance Highlights

$3.23

$16.7B

$1.8B

Full year 2021 GAAP EPS from
continuing operations

Full year 2021 Net Sales, up
16 percent

Full year 2021 GAAP Income
from continuing operations

2022 Proxy Statement

iii

Proxy Statement Summary

Director Nominees

You are being asked to vote on the election of 12 directors. All directors are elected annually. Detailed information about each director’s background, skills and expertise can be found in Agenda Item 1 — Election of Directors.

(As of the date of the Proxy Statement)

Name

Age

Current Position

Independent

Audit

Committee

Nomination
and

Governance

Committee

People and
Compensation

Committee

Environment,

Health, Safety

& Sustainability

Committee

Other

Current

Public

Boards

Amy G. Brady

Age 55

Chief Information Officer &
Executive Vice President,
KeyCorp

●

Edward D. Breen

Age 66

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

Ruby R. Chandy

Age 60

Former President, Industrial Division, Pall Corporation

●

Terrence R. Curtin

Age 53

Chief Executive Officer,
TE Connectivity

●

Alexander M. Cutler

Age 70

Retired Chair and Chief
Executive Officer, Eaton

●

Eleuthère I. du Pont

Age 55

President, Longwood Foundation

●

Kristina M. Johnson*

Age 64

President, The Ohio State University

●

Luther C. Kissam

Age 57

Partner, Bernhard Capital Partners Management, LP

●

Frederick M. Lowery

Age 51

Senior Vice President, Thermo Fisher, President, Customer Channels

●

Raymond J. Milchovich

Age 72

Chief Executive Officer, NTS

●

Deanna M. Mulligan

Age 58

Chief Executive Officer, Purposeful

●

Steven M. Sterin

Age 50

Co-Founder & President, G&S Energy Holdings, LLC

●

CH = Chair

*	Dr. Johnson has been nominated by the Board for election to the Board at the Annual Meeting.

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Proxy Statement Summary

Corporate Governance Best Practices

As part of DuPont’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized below, are described in more detail beginning on page 4 of the Proxy Statement.



Board Independence and Diversity	Director Elections	Board Practices	Stock Ownership Requirements	Stockholder Rights

11 of 12 director nominees are independent Independent Board Committees 40% of director nominees are diverse	Annual Board elections Directors are elected by a majority of votes cast Directors not elected by a majority of votes cast are subject to the Company’s resignation policy	Non-employee directors meet in executive session without management at each regularly scheduled Board meeting Annual Board and Committee self-evaluations Annual director evaluations Board retirement policy	Directors are required to hold Company granted shares until retirement Executives and directors prohibited from hedging or pledging Company stock	Stockholder right to call special meetings (with a 15% ownership threshold) No super- majority stockholder voting requirements Eligible stockholders are able to nominate directors through proxy access

Executive Compensation

In 2021, we delivered strong financial performance and significant progress in advancing our strategic priorities, all while continuing to manage the challenges of the ongoing COVID-19 pandemic, as well as inflationary pressures and global supply chain challenges. We also continued in our transformation into a premiere multi-industrial company with a disciplined focus on operational excellence. The 2021 compensation of our NEOs appropriately reflects and rewards their significant contributions to the Company’s performance in a year that presented unique challenges for our senior leadership team to manage.

Executive Compensation Governance Practices

Compensation of the executive officers of the Company, including that of the named executive officers, is overseen by the People and Compensation Committee (or, in the case of the Executive Chairman and Chief Executive Officer, by the Compensation Committee and the independent members of the Board). The Board and the People and Compensation Committee were assisted in performance of their oversight duties by an independent compensation consultant.

2022 Proxy Statement

Proxy Statement Summary

The following summarizes key governance elements related to the executive compensation programs in which the NEOs participate:



Key Executive Compensation Practices

What We Do

What We Don’t Do

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Maintain a pay mix that is heavily performance-based

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Provide single-trigger change in control agreements or excise tax gross ups

Actively engage with stockholders

Grant options below market value, extend original option terms, reprice, reload or exchange underwater options without stockholder approval

Align executive compensation outcomes with company and individual performance

Annually assess peer group composition and competitive compensation practices

Permit hedging or pledging of the Company’s securities

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Liberal share counting

Seek annual stockholder advisory approval of executive compensation

Maintain strong stock ownership requirements of six times base salary for the CEO and three times base salary for the other NEOs

Guaranteed annual salary increases or bonuses

Provide minimum payouts under the LTI Plan

Conduct an annual executive talent review and discussion on succession planning

Provide uncapped short-and long-term incentive payouts

Excessive perks

Maintain an incentive clawback policy covering both cash and equity

Review executive compensation statements (“tally sheets”)

Conduct annual compensation risk assessments

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Table of Contents


Notice of the Annual Meeting of Stockholders

Cautionary Statement Regarding Forward Looking Statements			i

Proxy Statement Summary			ii

Voting, Question and Attendance Procedures			1

Corporate Governance			4

Agenda Item 1: Election of Directors			20

Director Nominees			22

Director Compensation			29

Executive Officers			32

Beneficial Ownership of Company Stock			34

Compensation Discussion & Analysis			35

Executive Summary			37
2021 Performance Highlights			37
Named Executive Officers			38
Program Structure and Alignment with Core Principles			39
Executive Compensation Governance Practices			40

Components of Executive Compensation and Benefits			41
2021 NEO Targeted Total Direct Compensation Summary			41
Pay Mix			42
2021 Compensation Decisions			42
Base Salary			42
Annual Incentive Compensation			43
Long-Term Incentive Compensation			47
Benefits and Perquisites			50

The Compensation Process			51
Role of Company Management			51
Role of the Compensation Committee			51
Role of Independent Board Members			51
Role of the Independent Compensation Consultant			51
Peer Group and Benchmarking			52

Other Considerations			52
Consideration of Say on Pay Vote			52
Stock Ownership Guidelines			53
Anti-Hedging and Anti-Pledging Policies			53
Clawback Policy			53
Compensation and Risk Management			53
2021 Tax Considerations			53


Compensation Tables and Narratives			54
Summary Compensation Table			54
Grants of Plan-Based Awards			56
Outstanding Equity Awards			57
Option Exercises and Stock Vested			59

Benefits			59
Pension Benefits			59
Defined-Benefit Retirement Plans			60
Supplemental Retirement Plans			60
Non-Qualified Deferred Compensation			60
Other Retirement Benefits			61
Potential Payments Upon Termination or Change in Control			62

Compensation Committee Interlocks and Insider Participation			65

Compensation Committee Report			65

CEO Pay Ratio			65

Agenda Item 2: Advisory Resolution to Approve Executive Compensation			66

Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm			67

Audit Committee Report			69

Agenda Item 4: Stockholder Proposal – Independent Board Chair			71

Additional Information			74

Appendix A – Non-GAAP Reconciliation			A-1

2022 Proxy Statement

vii

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Voting, Question and

Attendance Procedures

In this Proxy Statement, you will find information on the Board, the candidates for election to the Board, and three other items to be voted upon at the Annual Meeting and any adjournment or postponement of the Annual Meeting. The background information in this Proxy Statement has been supplied to you at the request of the Board to help you decide how to vote and to provide information on the Company’s corporate governance and compensation practices. This Proxy Statement is first being distributed to stockholders on or about April 8, 2022.

Vote Your Shares in Advance

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

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

Confidential Voting

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

Dividend Reinvestment Plan Shares and Employee Savings Plan Shares

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

Participants in various employee savings plans will receive a voting instruction form. Your executed form will provide voting instructions to the respective plan trustee. If no instructions are provided, the plan trustees and/or administrators for the relevant employee savings plan will vote the shares according to the provisions of the relevant employee savings plan. To allow sufficient time for voting, your voting instructions must be received by 11:59 P.M. Eastern Daylight Time on May 23, 2022. You may not vote your shares held in an employee savings plan virtually at the Annual Meeting.

2022 Proxy Statement

Voting, Question and Attendance Procedures

DuPont Shares Outstanding and Quorum

At the close of business on the record date, March 31, 2022, there were 508,528,772 shares of DuPont common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of a majority of the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of business at the Annual Meeting.

For Agenda Item 1: Election of Directors, each nominee must receive more FOR votes than AGAINST votes in order to be elected. For Agenda Items 2 through 4, each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Annual Meeting but will not be counted or have an effect on the outcome of any matter.

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

Proxy Solicitation on Behalf of the Board

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

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

Participating in the Annual Meeting

The Annual Meeting will be online and a completely virtual meeting of stockholders. We cordially invite all stockholders to participate in the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the voting instructions that accompanied your proxy materials. Please have your 16-digit control number readily available and log on to the Annual Meeting by visiting www.virtualshareholdermeeting.com/DD2022 and entering your 16-digit control number. You may begin to log into the meeting platform beginning at 12:30 p.m. EDT on May 26, 2022. The meeting will begin promptly at 1:00 p.m. EDT on May 26, 2022. A list of stockholders of record entitled to vote will be open to any stockholder for any purpose relevant to the Annual Meeting for ten days before the Annual Meeting, during normal business hours, at the Office of the Corporate Secretary. A list of stockholders as of the close of business on the record date will also be available for examination by the stockholders during the whole time of the meeting at www.virtualshareholdermeeting.com/DD2022.

The virtual meeting platform will be optimized on Chrome, Firefox, MS Edge and Safari. The platform is also fully supported across 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 committed to ensuring our stockholders have the same rights and opportunities to participate in the Annual Meeting as if it had been held in a physical location. If you wish to submit a question before the meeting, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/DD2022, type your question into the “Ask a Question” field, and click “Submit.”

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Voting, Question and Attendance Procedures

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions and answers may be grouped by topic, and substantially similar questions may be grouped and answered once. 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. Questions and answers to any pertinent questions not addressed during the meeting due to timing constraints will be published on the investor relations page of our website following the meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. Technical support will be available starting at 12:30 p.m. EDT on May 26, 2022 and through the conclusion of the meeting.

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

Other Matters

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 26, 2022

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 2023 by visiting

https://enroll.icsdelivery.com/dd.

2022 Proxy Statement

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Corporate Governance

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

DuPont Board Corporate Governance Guidelines

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

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

•

Director Code of Conduct

•

Employee Code of Conduct

•

Third Amended and Restated Certificate of Incorporation

•

Fifth Amended and Restated Bylaws

•

Corporate Governance Guidelines

•

Code of Financial Ethics

•

Board Committee Charters and Membership

•

Conflict Minerals and Human Rights Reports and Policies

Director Independence

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

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

Board Leadership Structure

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

Our governing documents provide the Board with the flexibility to determine the optimal leadership structure for the Company, including, when appropriate, separating the positions of Chair of the Board and Chief Executive Officer (“CEO”). We believe that it is important for the Board to determine, on a case-by-case basis, the most effective leadership structure for us. We believe that the Company and its stockholders benefit from this flexibility, and that the directors are best positioned to lead this evaluation given their knowledge of our leadership team, strategic goals, opportunities, and challenges.

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Corporate Governance

The Board has determined that, at the present time, stockholders and the Board are best served by having Mr. Breen serve as the Executive Chairman of the Board and CEO. This is due, in part, to Mr. Breen’s role in orchestrating the strategic transformation of our Company, including through the DWDP Merger and subsequent separations of Dow and Corteva into independent public companies, the separation and sale of our N&B business to IFF, the proposed sale of a substantial portion of our M&M business to Celanese, as well as our recent acquisition of Laird Performance Materials and our recently announced definitive agreement to acquire Rogers Corporation. Mr. Breen is a proven leader with significant prior experience as a CEO and board member at Tyco International, plc and General Instrument Corporation and currently as lead independent director at Comcast Corporation. The Company has greatly benefitted from his strong leadership, including through the on-going pandemic.

Our Corporate Governance Guidelines provide that if the Chair is not an independent director, as is the case with Mr. Breen, another director will be appointed by the independent directors to serve as independent Lead Director. Our independent directors have appointed Mr. Cutler to the role of Lead Director. Mr. Cutler has extensive leadership and corporate governance experience having previously served as the Chairman and CEO of Eaton Corporation, as well as a member of the Executive Committee of the Business Roundtable. In addition, Mr. Cutler currently serves as the independent Lead Director at KeyCorp. As Lead Director, Mr. Cutler’s responsibilities include:

•

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

•

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

•

reviewing and approving information sent to the Board;

•

participating in the development of meeting agendas and schedules and consulting with the Executive Chairman regarding the same;

•

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

•

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

•

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

•

calling meetings of the Board’s independent directors; and

•

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

Committees

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

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

2022 Proxy Statement

Corporate Governance

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

Committees



*Audit Committee* All members of the Audit Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. Held eight meetings during 2021.		• Nominates, engages and replaces, as appropriate, the Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the Company’s Consolidated Financial Statements. • Reviews and approves the Audit Committee Pre-Approval Policy of audit and non-audit services provided by the Company’s independent registered public accounting firm (the “Pre-Approval Policy”). • Provides oversight on the external reporting process and the adequacy of the Company’s internal controls. • Reviews effectiveness of the Company’s systems, procedures and programs designed to promote and monitor compliance with applicable laws and regulations and receives prompt reports on compliance matters that could adversely impact the Company’s external reporting process or adequacy of internal controls. • Reviews the scope of the audit activities of the independent registered public accounting firm and the Company’s internal auditors and appraises audit efforts of both. • Reviews services provided by the Company’s independent registered public accounting firm and other disclosed relationships as they bear on the independence of the Company’s independent registered public accounting firm. • Establishes procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters. A Summary of the Pre-Approval Policy is included as part of Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm in this Proxy Statement.

*Nomination and Governance Committee* All members of the Nomination and Governance Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. Held five meetings during 2021.		• Develops and recommends to the Board a set of corporate governance guidelines for the Company. • Establishes the process for identifying and evaluating director nominees, determines the qualifications, qualities, skills and other expertise required to be a director, and recommends to the Board nominees for election to the Board. • Monitors the functioning of Board Committees. • Oversees the Board’s new director orientation program. • Oversees the annual assessment of the Board and its Committees. • Oversees the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s Code of Conduct and Code of Financial Ethics, Certificate of Incorporation, Bylaws and Committee charters. • Oversees the Company’s compliance programs, including the Code of Conduct and Code of Financial Ethics.

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*People and Compensation Committee* All members of the People and Compensation Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. Held seven meetings during 2021.		• Retains any compensation consultants that the Committee, in its sole discretion, deems appropriate to fulfill its duties and responsibilities; the Committee sets the compensation and oversees the work of the consultants, including approval of an applicable executive compensation peer group. • Assesses current and future senior leadership talent for Company officers. • Assists the Board in the CEO succession planning process. • Reviews and approves the Company’s programs for executive development, performance and skills evaluations. • Conducts an annual review of the Company’s diversity talent and diversity representation on the slate for key positions. • Oversees the Company’s human capital management, including matters related to talent management and development, talent acquisition, employee engagement and diversity, equity and inclusion. • Reviews and approves the goals and objectives relevant to the CEO’s compensation, oversees the performance evaluation of the CEO based on such goals and objectives and, together with the other independent members of the Board, determines and approves the CEO’s compensation based on this evaluation. • Reviews and approves all compensation and employment arrangements, including severance agreements, of the Company’s executive officers and named executive officers other than the CEO. • Reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluates compensation policies and practices that could mitigate any such risk. • Works with management to develop the Compensation Discussion and Analysis and other compensation disclosures for inclusion in the Company’s Annual Report on Form 10-K, annual meeting Proxy Statement or any other filings with the SEC. • Considers the voting results of any say-on-pay or related stockholder proposals. • Recommends non-employee directors’ compensation to the Board.

*Environment, Health, Safety & Sustainability Committee* All members of the Environment, Health, Safety and Sustainability Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. Held five meetings during 2021.		• Assesses the effectiveness of, and advises the Board on, the Company’s environment, health, safety and sustainability (“EHS&S”) policies and programs and matters impacting the Company’s public reputation and the Company’s safety and health core value. • Oversees environment, health and safety performance and regulatory compliance, including the Company’s safety programs, processes for risk identification and mitigation, and the processes and systems used to ensure compliance. • Oversees and advises the Board on the Company’s sustainability strategy, including the Company’s sustainability goals and actions, public policy management, advocacy priorities, community impact contributions, climate action, corporate reputation management, and other emerging issues. • Reviews the Company’s Sustainability Report, sustainability policy positions, strategy regarding political engagement and corporate social responsibility initiatives.

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ESG Oversight

The Board of Directors is responsible for overseeing the Company’s strategic direction, including the integration of environmental, social and governance (“ESG”) risks and opportunities into the Company’s strategy. In 2021, the Board conducted a review of its ESG oversight responsibilities. As a result of this review the Board expanded and aligned certain ESG oversight responsibilities with the most appropriate Committee as reflected in the table below. In addition, the chairs of each of the four standing Board Committees met to discuss ESG risks impacting the Company’s strategy and to gain alignment on Board risk oversight in this area. The Committee Chairs will meet annually, or more frequently as appropriate, to discuss and align on ESG risk oversight.

Board of Directors

• Responsible for overall strategy, including integration of ESG risks and opportunities into overall strategy

• Board has delegated oversight of ESG-related risks to various committees as appropriate

Environment, Health, Safety
& Sustainability
Committee

People &
Compensation
Committee

Nomination &
Governance
Committee

Audit
Committee

• Oversight of enterprise sustainability strategy, goals and actions

• Vet current and emerging ESG issues

• Oversight and review of Sustainability report

• Review the use of ESG goals in compensation programs

• Human capital management oversight, including diversity, equity and inclusion

• Board composition

• Ensure the Board has the right mix of skills and experience to effectively oversee ESG

• Ensure the Board has the appropriate mix of gender and racial diversity

• Oversight of controls and procedures related to reporting of ESG data

Spotlight on DE&I

We have a history of promoting diversity, equity and inclusion, which are key elements of our Respect for People core value. We were purposeful in bringing together a diverse group of directors when our board was formed in 2019 following the Dow Distribution and the Corteva Distribution. We disclose information about the diversity of our Board in this Proxy Statement, including director skills and experience, as well as racial, gender and ethnic diversity on an individualized basis.

Our Board is actively engaged in promoting diversity, equity and inclusion within our organization. The People and Compensation Committee has oversight responsibility for diversity, equity and inclusion and receives regular reports from management regarding the Company’s initiatives and work environment. In addition, pursuant to the terms of its charter, the People and Compensation Committee conducts an annual review of the Company’s diversity talent and diversity representation on the slate for key positions. As part of this review, the People and Compensation Committee receives regular reporting and benchmarking on diversity within our businesses and corporate functions. In addition, certain steps to accelerate diversity, equity and inclusion within our organization were included within the Sustainability Modifier to the Company’s 2021 Short-Term Incentive Program.

During 2021, the Company also pursued a number of initiatives to advance diversity, equity and inclusion within our organization. We published workforce demographic information on our website, including DE&I dashboards which provide breakdowns of global gender and U.S. race and ethnicity by job categories, as well as our EEO-1 report reflecting gender, race and ethnicity for our U.S. based workforce. Our leaders use DE&I analytics drawn from a suite of internal dashboards that track our efforts to attract, develop, advance and retain employees across a variety of demographics. In addition, we increased our engagement with minority serving institutions, including by sponsoring 20 four-year scholarships for students attending Historically Black Colleges and Universities through the Future of STEM Scholars initiative. We also committed $10 million over the next 10 years specifically to racial equity and equality and $20 million to the Black Economic Development Fund.

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Committee Membership

The following chart shows the Committee membership as of the date of this Proxy Statement:


	Committees

Director	Audit	Nomination and Governance	People and Compensation	EHS&S

Amy G. Brady*	●			●

Edward D. Breen

Ruby R. Chandy*	●			CH

Terrence R. Curtin*	●	●

Alexander M. Cutler*		CH	●

Eleuthère I. du Pont*	●	●

Luther C. Kissam*	●	●

Frederick M. Lowery*			CH	●

Raymond J. Milchovich*			●	●

Deanna M. Mulligan*			●	●

Steven M. Sterin*	CH			●

* = Independent CH = Chair

Board’s Role in the Oversight of Risk Management

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

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



Committee		Area(s) of Risk Management Oversight Responsibility

Audit Committee		Management and effectiveness of accounting, auditing, external reporting, financial compliance and internal controls

Nomination and Governance Committee		Director independence, potential conflicts of interest, ethics and compliance, including anti-corruption and fraud, as well as intellectual property and trade secrets

People and Compensation Committee		The Company’s executive compensation practices, human capital management and leadership succession planning

Environment, Health, Safety and Sustainability Committee		Emerging regulatory developments related to safety, health and environment and public policy management matters, as well as chemical stewardship, climate, process safety and production quality

Although each Committee is responsible for overseeing the management of certain risks as described above, the full Board is regularly informed by the Committees about these risks. This enables the Board and the Committees to coordinate risk oversight and the relationships among the various risks faced by the Company. For example, our Board is responsible for oversight of cybersecurity risk and receives reports from our Chief Information Officer and our Chief Information Security Officer at least once per year. In addition, our Audit Committee receives reports from our Chief Information Officer and our Chief Information Security Officer at least once per year in connection with its oversight over our internal control over financial reporting. The impact of cybersecurity on our internal control over financial reporting is also discussed with the full Board.

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Succession Planning

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

Stockholder Engagement

Throughout the year, we continued extensive outreach to stockholders. Through this outreach, the management team updated investors on a range of topics including our overall business strategy, current business conditions, corporate citizenship and sustainability, corporate governance practices and executive compensation, as well as gained an understanding of the perspectives and concerns of each investor.

In addition, during the time leading up to and subsequent to our annual meeting in 2021, we had conversations with a number of stockholders and other stakeholders regarding public reporting of the Company’s employee diversity information and plastic pollution. Stockholder proposals on these matters received majority support at our annual meeting in 2021.

The Board and management team carefully consider the feedback from these meetings, as well as stockholder support, when reviewing the business, corporate governance and executive compensation profiles of the Company and public disclosures made by the Company. Recent Board discussions have addressed stockholder feedback related to the stockholder proposals which received majority support at our 2021 annual meeting. As a result, we made updates to certain policies and procedures and improved communications and transparency through additions to our website. More specifically, in October 2021, we made a copy of our 2020 EEO-1 Report publicly available on the diversity, equity and inclusion section of our corporate website. This information is included alongside an interactive dashboard we had previously made available on our website which provides information regarding the global gender diversity of our organization and the racial and ethnic diversity of our U.S. based workforce. In addition, in September 2021, we made a public commitment to join Operation Clean Sweep^® blue (“OCS^® blue”). OCS^® blue is administered by the American Chemistry Council and the Plastics Industry Association. The program represents an enhanced and voluntary commitment to resin waste reduction efforts that go beyond Operation Clean Sweep, which we had joined prior to 2021. Our commitment to OCS^® blue is consistent with the commitment requested in 2021 by the stockholder proponent of the plastic pollution reporting proposal. Pursuant to this commitment, we will share best practices and report annually the number and volume of incidents of any unrecovered release of plastics that are greater than 0.5 kg per incident. We began the collection of data to facilitate this reporting in the third quarter of 2021 and made our first public report in November 2021. Beginning in 2022, we are incorporating our annual report on plastic pollution into our Sustainability Report.

Communications with the Board and Directors

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

The Board’s independent directors have approved procedures for handling correspondence received by the Company and addressed to the Board, the Executive Chairman, the Lead Director or other outside directors. Communications will be distributed to any or all directors as appropriate depending upon the individual communication. However, the directors have requested that communications

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

Board, Committees and Annual Meeting Attendance

During 2021, DuPont held 12 Board meetings and 25 Committee meetings. All of the incumbent directors attended more than 75% of the sum of the total number of Board meetings and the total number of meetings of the Committees on which the director served during the past year. All directors are encouraged to attend the Annual Meetings of Stockholders, and in 2021, all 12 of the directors nominated for election attended the Annual Meeting of Stockholders.

Executive Sessions of Directors

The non-employee directors meet in executive session in connection with each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. During 2021, there were eleven executive sessions of the Board chaired by the Lead Director for the Board. The Committees typically meet in executive session in connection with every Committee meeting.

Director Qualifications and Diversity

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

Guidelines for director qualifications are included in the Corporate Governance Guidelines. The guidelines for director qualifications provide that a commitment to diversity is a consideration in the identification and nomination of director candidates, and that candidates are evaluated to provide for a diverse and highly qualified Board. Accordingly, the Nomination and Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates. The Nomination and Governance Committee and the full Board implement and assess the effectiveness of these guidelines and the commitment to diversity by referring to these guidelines in the review and discussion of Board candidates when assessing the composition of the Board.

As part of the nominee selection process for the Annual Meeting, the Nomination and Governance Committee reviewed the diversity of the Board, including the knowledge, skills and expertise and the demographic information set forth below. The Nomination and Governance Committee also reviewed the time commitments of each director and the results of the annual Board and director evaluations. Based upon the review of the Nomination and Governance Committee, it believes that the overall mix of the backgrounds of the nominees for election at the Annual Meeting provides for a diverse and highly qualified Board.

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Director Nominee Diversity and Skills Matrix

KNOWLEDGE, SKILLS & EXPERTISE

CEO of Public Company

●

Public Company Board Experience

●

Compensation/Human Capital Management

●

Sustainability

●

Finance and Accounting

●

Global Business

●

I.T. / Cybersecurity

●

Lobbying / Public Affairs

●

Mergers & Acquisitions

●

Science & Technology

●

Manufacturing and Operations

●

DEMOGRAPHICS

Race / Ethnicity / Underrepresented Groups

African American or Black

●

Alaskan Native or American Indian

Asian

●

Hispanic or Latino

Native Hawaiian or Pacific

Islander

White

●

Two or More Races or

Ethnicities

Race or Ethnicity

Undisclosed

LGBTQ+

●

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Gender

Male		●		●	●	●		●	●	●		●

Female	●		●				●				●



Age	55	66	60	53	70	55	64	57	51	72	58	50



Year Joined Board	2019	2017	2019	2019	2017	2019	2022*	2019	2019	2019	2021	2019

*	Dr. Johnson is currently standing for election to the Board of Directors.

Board Performance Evaluation Process

The Board recognizes that a robust and constructive performance evaluation process is an essential component of Board effectiveness. As such, the Board conducts an annual performance evaluation that is intended to determine whether the Board, each of its committees, and individual Board members are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness. The evaluation process also informs the annual director nomination process. The Nomination and Governance Committee oversees this annual process, which is led by the Lead Director. As part of this process, the Board and each Committee reviews and completes a questionnaire and then responses to the questionnaire inform a discussion lead by the Lead Director, in the case of the Board, and the committee chair, in the case of the committees, during executive session. In addition, the Lead Director conducts one-on-one discussions with each Board member to obtain their assessment of the effectiveness and performance of the Board, its committees, and individual Board members. A summary of the results of this process is presented to the Nomination and Governance Committee identifying any themes or issues that have emerged. The results are then reported to the full Board, which considers the results and ways in which Board processes and effectiveness may be enhanced.

Identifying Director Candidates

Among the Nomination and Governance Committee’s most important functions is the selection of directors who are recommended to the Board as candidates for election. The Nomination and Governance Committee has adopted a process for identifying new director candidates. Recommendations may be received by the Nomination and Governance Committee from various sources, including current or former directors, a search firm retained by the Nomination and Governance Committee to assist in identifying and evaluating potential candidates, stockholders, Company executives, and by self-nomination. The Nomination and Governance Committee is open to accepting

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stockholders’ suggestions of candidates to consider as potential Board members as part of the Nomination and Governance Committee’s periodic review of the size and composition of the Board and its Committees. Such recommendations should be sent to the Nomination and Governance Committee through the Office of the Corporate Secretary. The Nomination and Governance Committee uses the same process to evaluate director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

Director Candidate Nominations through Proxy Access

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

Board Term and Director Retirement Policy

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

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

Code of Conduct

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

Related Person Transactions

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

(i)	the commercial reasonableness of the transaction;

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

(iii)

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

(iv)	whether the transaction was in the ordinary course of business; and

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

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

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

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

(i)	DuPont was, is or will be a participant;

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

(iii)

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

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

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

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

(iii)

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

Certain Relationships and Related Transactions

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

Delinquent Section 16(a) Reports

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

Based solely upon a review of SEC filings, all Reporting Persons complied with these reporting requirements during 2021, except for an amended Form 3 for Leland Weaver, President, Water & Protection, reflecting additional shares of DuPont stock not initially reported.

Sustainability Initiatives

A Purpose-Driven Company

Our purpose – to empower the world with the essential innovations to thrive – describes how we use our passion and proven expertise in science and innovation to create sustainable solutions for the complex challenges facing our world. Our deep understanding of science and technology and close collaboration with customers enables us to create impactful and enduring outcomes that are beneficial for multiple stakeholders. The Board believes that a continued focus on sustainability will help the Company deliver long-term stockholder value.

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Guided by Our Core Values

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

Our Commitment to Sustainability

We endorse, participate in and partner with numerous organizations and industry associations to advance sustainability in the markets we serve and to increase our own ability to innovate sustainably. As a founding member of the World Business Council for Sustainable Development, we and our predecessor companies have been sustainability leaders for decades and we are committed to using a science-based approach to develop our innovations and achieve our goals. In addition to our ongoing relationships, we expanded our participation with increased partnerships in 2021 in the climate and water sectors through the World Resources Institute Corporate Consultative Group, RE100, the Water Resilience Coalition and others.

DuPont 2030 Sustainability Strategy and Goals

Our sustainability strategy, established in 2019 and renewed in 2021 with input from multiple stakeholders, is built on three pillars: Innovate, Protect and Empower. Within these three pillars, our nine 2030 Sustainability Goals continue to shape our innovation portfolio, our operations strategy and our commitment to our people and communities. In 2021 we sharpened and advanced strategic actions across all nine goals, while accelerating action on three priority goals: Delivering solutions for global challenges, Acting on climate, and Accelerating diversity, equity and inclusion. As discussed under “Compensation Discussion & Analysis,” beginning in 2021, we embedded progress on achievement of certain of our sustainability goals within our short-term incentive compensation program. Additionally, we took specific actions to review and update our significance assessment and enterprise risk management process to better align with the world we live in today and the key challenges facing our customers and global stakeholders.

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Our nine 2030 sustainability goals are:



		Delivering solutions for global challenges						Align 100% of the DuPont innovation portfolio to meaningfully advance the UN Sustainable Development Goals and create value for our customers



		Enabling a circular economy						Integrate circular economy principles into our business models considering lifecycle impacts in the markets we serve



		Innovating safer by design						Design 100% of our products and processes using sustainability criteria including the principles of green chemistry



		Acting on climate						Reduce Green House Gas (GHGs) emissions 30% including sourcing 60% of electricity from renewable energy
		Acting on climate
								Deliver carbon neutral operations by 2050



		Leading water stewardship						Implement holistic water strategies across all facilities

								Enable millions of people access to clean water by advancing water technology and enacting strategic partnerships



		Delivering world-class health & safety performance						Further our commitment to zero injuries, occupational illnesses and incidents



		Accelerating diversity & inclusion						Become one of the world’s most inclusive companies, with diversity well ahead of industry benchmarks



		Cultivating well-being & fulfillment						Create a workplace where employees report high levels of well-being and fulfillment



		Building thriving communities						Improve over 100 million lives through targeted social impact programs

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Sustainability Governance

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

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

Communicating Our Progress

We publish our progress against our goals in our annual sustainability report, available at www.dupont.com/sustainability. DuPont’s positions on Environmental, Social and Governance (ESG) topics such as Product Safety and Transparency, Climate Change, Human Rights, PFAS, and Safety, Health and Environment can be found at www.dupont.com/position-statements.html. The information on, or accessible through, our website is not incorporated by reference into, and is not part of, this Proxy Statement.

Human Capital

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

We believe that diversity, equity and inclusion (“DE&I”) is central to high employee engagement and seek to foster an environment where employees can bring their authentic selves to work each day. The more perspectives there are, the more ideas that can be generated, which makes DE&I a driver of innovation, and therefore, integral to our success. We believe that we can only fulfill our purpose with the full commitment, participation, creativity, energy, and cooperative spirit of a diverse workforce, and are working to improve representation. We provide our Equal Employment Opportunity Employer Information Report (EEO-1) and other information on our DE&I efforts under Diversity, Equity & Inclusion in the About Us and Careers section of our website and under Diversity, Equity & Inclusion in the “Community Impact” section of our website.

We are committed to ensuring equal opportunity for growth and fulfillment for our employees and to positively impacting communities in which we operate. Our employee-led Employee Resource Groups (“ERGs”) help cultivate a culture of acceptance where employees feel not only accepted, but celebrated, at every level. As of December 31, 2021, we had eight corporate ERGs – DuPont Corporate Black Employees Network, DuPont Asian Group, DuPont Pride Network, DuPont Latin Network, DuPont Women’s Network, DuPont Veterans Network, DuPont Early Career Network, and DuPont Persons with Disabilities and Allies – all of which have regional and local chapters throughout the Company. Each group is actively sponsored by senior leadership, helping model and promote inclusive values and behaviors. We also offer DE&I tools and resources to educate managers and employees in how to utilize diversity as a resource and establish more inclusive work environments. These resources include networking and mentoring practices, and opportunities for participation in external conferences and events, among others.

Our success also depends on the well-being of our employees, including physical, mental and emotional health. We continuously strive for zero workplace injuries, occupational illnesses and incidents. Our safety metrics are measured against this goal at least quarterly, and our Environment, Health, Safety & Sustainability Committee is charged with driving improvements in our health and safety practices. All employees have the support of our Integrated Health Services (“IHS”) teams, which provide onsite and intranet-based services to support and monitor the health and welfare of employees. Our larger manufacturing and research sites have onsite clinics where employees can get occupational care, first aid treatment, travel vaccinations, and referrals for off-site medical care. IHS also assesses health risks across our organization to find out which health concerns are most important to our employees, and conducts medical surveillance exams based on occupational risks and regulatory compliance priorities flagged by our Environmental, Health and Safety team.

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Corporate Governance

As a result of the COVID-19 pandemic, we have corporate, regional and local crisis management teams in place actively monitoring, preparing and managing our response. We have implemented safety plans and protocols based on World Health Organization and Centers for Disease Control guidelines. Throughout the COVID-19 pandemic, employees have adapted to working in new ways, including remotely and on-site with social distancing, masks, and flexible scheduling. We continue to embrace workplace flexibility wherever possible, recognizing that different jobs and teams have different requirements. In office environments we support hybrid working, allowing employees to mix on-site and remote working. In lab and production environments where remote working options are limited, we continue to embrace flexible scheduling as feasible. These flexible working arrangements allow us to gain the best of what both remote and on-site working have to offer while improving well-being, reducing travel, and benefiting the environment.

As of December 31, 2021, we employed approximately 28,000 people worldwide. Approximately 36 percent of employees were in Asia Pacific, 20 percent were in the EMEA, 2 percent were in Latin America, and 42 percent were in the U.S. and Canada. Within the United States, about 6,000 employees were in non-exempt or hourly-rate positions.

2022 Proxy Statement

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Agenda Item 1:

Election of Directors

Board Composition

The Board currently consists of eleven members, with Mr. Breen serving as Executive Chairman and Chief Executive Officer and Mr. Cutler serving as Lead Director.

Recommendations and
Nominations for Director

In accordance with the recommendation of the Nomination and Governance Committee, the Board has nominated the individuals listed in the following table for election as directors, to serve for a term that expires at the next annual meeting for the election of directors and until their successors are elected and qualified.

The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be elected. Under the Corporate Governance Guidelines, if a nominee who already serves as a director is not elected, that nominee shall offer to tender his or her resignation to the Board. The Nomination and Governance 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 instructions, 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 Annual 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 on the election of 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. 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.

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The Board recommends a vote FOR
the election of ALL of these nominees as directors.

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Agenda Item 1: Election of Directors

(As of the date of the Proxy Statement)

Name

Age

Current Position

Independent

Audit

Committee

Nomination
and

Governance

Committee

People and
Compensation

Committee

Environment,
Health,
Safety &
Sustainability
Committee

Other

Current

Public

Boards

Amy G. Brady

Age 55

Chief Information Officer & Executive Vice President, KeyCorp

●

Edward D. Breen

Age 66

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

Ruby R. Chandy

Age 60

Former President, Industrial Division

Pall Corporation

●

Terrence R. Curtin

Age 53

Chief Executive Officer,

TE Connectivity

●

Alexander M. Cutler

Age 70

Retired Chair and Chief Executive Officer, Eaton

●

Eleuthère I. du Pont

Age 55

President, Longwood Foundation

●

Kristina M. Johnson*

Age 64

President, The Ohio State University

●

Luther C. Kissam

Age 57

Partner, Bernhard Capital Partners

Management LP

●

Frederick M. Lowery

Age 51

Senior Vice President, Thermo Fisher,

President, Customer Channels

●

Raymond J. Milchovich

Age 72

Chief Executive Officer, NTS

●

Deanna M. Mulligan

Age 58

Chief Executive Officer, Purposeful

●

Steven M. Sterin

Age 50

Co-Founder & President, G&S Energy Holdings, LLC

●

CH = Chair

*	Dr. Johnson has been nominated by the Board for election to the Board at the Annual Meeting.

2022 Proxy Statement

Agenda Item 1: Election of Directors

Director Nominees

Information in the biographies summarizes key qualifications and diversity attributes as they apply to the individual directors 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.

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Age: 55

Director Since: 2019

Committees:

Audit; Environment, Health, Safety & Sustainability

Other Boards:

None

Amy G. Brady

Executive Vice President and Chief Information Officer, KeyCorp

Ms. Brady is Chief Information Officer (CIO), Executive Vice President at KeyCorp, a bank-based financial services company. In this role, Ms. Brady leads the company’s shared services for technology, operations, data, client and account servicing, security services (including cybersecurity), and procurement. Prior to joining KeyCorp in 2012, Ms. Brady spent 25 years with Bank of America, including as CIO, Enterprise Technology and Operations, where she was responsible for technology and operations delivery for critical enterprise functions including Finance, Risk, Human Resources, Marketing, Legal and Audit. Ms. Brady joined the DuPont Board of Directors in October 2019.

Skills and Expertise:

Ms. Brady’s technology, operations and cybersecurity expertise is a strong asset to the Board. Ms. Brady also has extensive management experience.

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Age: 66

Director Since: 2017

Committees:

None

Other Boards:

Edward D. Breen

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

Mr. Breen has served as the Executive Chairman of the Board of Directors of DuPont since June 1, 2019 and as Chief Executive Officer since February 17, 2020. Prior to his current role, Mr. Breen served as the Chief Executive Officer of DowDuPont from September 1, 2017 to May 31, 2019. Mr. Breen was named Interim Chairman of the EID Board and Chief Executive Officer on October 16, 2015, and assumed those roles permanently on November 9, 2015. He served as Chairman, from July 2002 to March 2016, and Chief Executive Officer, from July 2002 to September 2012, of Tyco International, plc, a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Prior to joining Tyco, Mr. Breen held senior management positions at Motorola, including as President and Chief Operating Officer, and General Instrument Corporation, including as Chairman, President and Chief Executive Officer. Mr. Breen became a director of IFF in February 2021 and also serves as a director of Comcast Corporation (since 2014 and 2005 to 2011). Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Mr. Breen previously served as a director of Corteva from June 2019 to April 2020. Mr. Breen served as a director of EID from February 2015 to September 2017, a director of DowDuPont from September 2017 to June 2019, and a director of DuPont since June 2019.

Skills and Expertise:

Mr. Breen’s experience leading numerous global companies makes him well suited to lead DuPont and to help enhance the Board’s ability to consider, evaluate and maintain oversight over business strategies and risk management efforts.

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Agenda Item 1: Election of Directors

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Age: 60

Director Since: 2019

Committees:

Audit; Environment, Health, Safety & Sustainability (Chair)

Other Boards:

Ruby R. Chandy

Former President of the Industrial Division of Pall Corporation

Ms. Chandy was the President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies, from April 2012 to November 2015. Prior to her time at Pall, Ms. Chandy held leadership positions with several major, global companies including The Dow Chemical Company, Rohm and Haas Corporation, Thermo Fisher Scientific Inc. and Boston Scientific Corporation. Ms. Chandy currently serves on the boards of Flowserve Corporation and Thermo Fisher Scientific Inc. She also sits on the Executive Advisory Board of Pritzker Private Capital and on the DuBois Chemical/Altas PE board. Ms. Chandy previously served on the Board of AMETEK, Inc. until January 2021. Ms. Chandy joined the Specialty Products Advisory Committee in April 2018 and served as an ex-officio member of the DowDuPont Board from April 2018 to June 2019. Ms. Chandy joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

Ms. Chandy has experience in industrial, medical, life science, specialty materials and microelectronics companies. She is a proven executive with experience in international growth and innovation. Her financial, management, environmental and global expertise brings value to the Board.

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Age: 53

Director Since: 2019

Committees:

Audit; Nomination and Governance

Other Boards:

Terrence R. Curtin

Chief Executive Officer and Board Member, TE Connectivity

Mr. Curtin assumed the role of CEO at TE Connectivity, a global technology leader in connectivity and sensor solutions, in March 2017. Prior to the CEO role, Mr. Curtin served as TE’s President, where he was responsible for all of the company’s businesses and mergers and acquisitions activities. Mr. Curtin previously led TE’s Industrial Solutions business segment and also served as TE’s Chief Financial Officer. Prior to his time with TE Connectivity, Mr. Curtin spent eleven years at Arthur Andersen LLP in positions of increasing responsibility. Mr. Curtin has served on the board of directors of TE Connectivity since March 2016. He is also a member of the board of directors of the US-China Business Council. Mr. Curtin joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

Mr. Curtin’s experience as the Chief Executive Officer of a global technology company provides him with expertise as a global-minded leader with strong corporate governance skills, M&A experience and technology. He also brings a depth of experience in finance and accounting.

2022 Proxy Statement

Agenda Item 1: Election of Directors

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Age: 70

Director Since: 2017

Committees:

Nomination and Governance (Chair); People and Compensation

Other Boards:

Alexander M. Cutler

Former Chairman and Chief Executive Officer, Eaton

Mr. Cutler served as the Chairman and Chief Executive Officer of Eaton, a global, diversified industrial manufacturer, from 2000 to 2016. Mr. Cutler formerly served as Eaton’s President and Chief Operating Officer, Executive Vice President and Chief Operating Officer-Controls and Executive Vice President-Operations. He serves on the boards of KeyCorp, United Way Services of Greater Cleveland, and the Musical Arts Association. Mr. Cutler served as a director of EID from 2008 until September 2017, he served as a director of DowDuPont from September 2017 to June 2019 and joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

Mr. Cutler has a wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience as former Chairman and Chief Executive Officer of Eaton. As Lead Director and Chair of the Nomination and Governance Committee, he provides the Board with important insights in the areas of corporate governance and government relations based on his past position as Chair of The Business Roundtable Corporate Governance Committee as well as his various board positions.

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Age: 55

Director Since: 2019

Committees:

Audit; Nomination and Governance

Other Boards:

Eleuthère I. du Pont

President, Longwood Foundation

Mr. du Pont has served as President of the Longwood Foundation, a private foundation principally supporting charitable organizations, since 2008. He previously served as Senior Vice President, Operations and Chief Financial Officer of drugstore.com from 2007 to 2008. Prior to that time, Mr. du Pont served as President and Chief Financial Officer of Wawa, Inc. Mr. du Pont serves on the boards of WSFS Financial Corporation and Burris Logistics. Mr. du Pont served on the EID board of directors from 2006 until September 2017. In September 2017, Mr. du Pont joined the Specialty Products Advisory Committee and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. du Pont joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

From his experiences as President, Chief Financial Officer and corporate director, Mr. du Pont brings to the Board expertise on corporate governance, accounting, finance, human resources, information technology, investment management, investor relations and procurement. He also brings a unique perspective from his roles leading safety, supply chain and operations.

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Agenda Item 1: Election of Directors

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Age: 64

Other Boards:

Kristina M. Johnson

President, The Ohio State University

Dr. Johnson has served as the President of The Ohio State University since September 2020.
Previously Dr. Johnson served as the chancellor of the State University of New York from September
2017 to August 2020. From January 2014 to September 2017, Dr. Johnson served as the Chief
Executive Officer of Cube Hydro Partners, LLC, a clean energy company, and a joint venture between
Enduring Hydro, a company she founded in January 2011 and I Squared Capital, a private equity firm.
From May 2009 to October 2010, Dr. Johnson served as Under Secretary of Energy at the U.S.
Department of Energy. Prior to this, Dr. Johnson was Provost and Senior Vice President for Academic
Affairs at The Johns Hopkins University from 2007 to 2009 and Dean of the Pratt School of
Engineering at Duke University from 1999 to 2007. Previously, she served as a professor in the
Electrical and Computer Engineering Department, University of Colorado and as director of the
National Science Foundation Engineering Research Center for Optoelectronics Computing Systems at
the University of Colorado, Boulder. Dr. Johnson was inducted into the National Inventors Hall of
Fame in 2015 and she is also a member of the National Academy of Engineering and the National
Academy of Inventors. Dr. Johnson currently serves as director of Cisco Systems, Inc. She previously
served as a director of Boston Scientific Corporation until 2017 and The AES Corporation until 2019.

Dr. Johnson does not currently serve on the Board. Dr. Johnson was identified as a candidate for our
Board by the search firm used to identify director candidates. The Nomination and Governance
Committee assessed all candidates identified by the search firm and recommended to the Board that
Dr. Johnson be nominated to stand for election at the Annual Meeting.

Skills and Expertise:

Dr. Johnson has an engineering background with expertise in science, technology, business,
education and government. In addition, she has leadership and management experience, both in an
academic context as chancellor, provost and dean of nationally recognized academic institutions and
in a corporate context as a board member of public companies.

2022 Proxy Statement

Agenda Item 1: Election of Directors

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Age: 57

Director Since: 2019

Committees:

Audit; Nomination and Governance

Other Boards:

Luther C. Kissam

Partner, Bernhard Capital Partners Management, LP

Mr. Kissam joined Bernhard Capital Partners Management, LP, as Partner in January 2021. He previously served as Chairman, President and CEO of Albemarle Corporation, a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts, until his retirement in June 2020. Mr. Kissam served as President and Chief Executive Officer of Albemarle from September of 2011 to June 2020. He was elected to the company’s board of directors in 2011 and served as Chairman of the board from 2016 to June 2020, remaining a board member until May 2021. Mr. Kissam joined Albemarle in 2003 as Vice President, General Counsel and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010. Prior to joining Albemarle, Mr. Kissam served as President, General Counsel and Secretary of Merisant company, a manufacturer of artificial sweeteners. Mr. Kissam is a current director of OGE Energy Corp. He also serves on the Executive Committee of the Charlotte Sports Foundation. Mr. Kissam joined the Specialty Products Advisory Committee in April 2018 and served as an ex-officio member of the DowDuPont Board from April 2018 to June 2019. Mr. Kissam joined the DuPont Board of Directors of DuPont in June 2019.

Skills and Expertise:

As the former CEO of a global company, Mr. Kissam has extensive knowledge in the areas of leadership, global business, corporate finance, safety, risk oversight, mergers and acquisitions, management and corporate governance.

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Age: 51

Director Since: 2019

Committees:

People and Compensation (Chair); Environment, Health, Safety & Sustainability

Other Boards:

None

Frederick M. Lowery

Senior Vice President and President, Customer Channels, Thermo Fisher Scientific Inc.

Mr. Lowery has served as Senior Vice President and President, Customer Channels, of Thermo Fisher Scientific Inc. since January 2021. In January 2022, Mr. Lowery also assumed responsibility for Thermo Fisher’s business in Europe, the Middle East and Africa. Since joining Thermo Fisher in 2005, he has held several senior leadership positions across the Company, including previously serving as President, Life Sciences Solutions and Laboratory Products. Prior to his time at Thermo Fisher, Mr. Lowery was with Maytag Corporation from 1999 to 2005 and began his career as an engineer at General Motors Company. Mr. Lowery is a member of the Board of Trustees for Boston Medical Center. He is also on the Board of Trustees for both Tennessee Tech and its Foundation. Mr. Lowery joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

With his engineering and science backgrounds, Mr. Lowery brings science and technology perspective combined with senior management capabilities to the Board. Mr. Lowery has a wealth of global experience and has developed operating teams, launched innovative new products and acquired businesses. Additionally, he brings significant manufacturing and global supply chain knowledge and experience.

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Agenda Item 1: Election of Directors

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Age: 72

Director Since: 2019

Committees:

People and Compensation; Environment, Health, Safety & Sustainability

Other Boards:

None

Raymond J. Milchovich

Chief Executive Officer, National Technical Systems

Mr. Milchovich has served as the CEO and Lead Director of National Technical Systems (NTS) since May 2020. He joined the NTS Board of Directors in 2013 and served as the Executive Chairman from July of 2018 to May 2020. Previously, Mr. Milchovich served as Chief Executive Officer from 2001 to 2010 and Non-Executive Chairman of the Board and Consultant from 2010 to November 2011 of Foster Wheeler AG, a company that engineered and constructed facilities for oil and gas, liquid natural gas, refining, chemical, pharmaceutical and power industries. He also served as a director of Nucor Corporation from 2002 to 2007 and 2012 to May 2017 and Lead Director from September 2013 to February 2017. Mr. Milchovich has served on the Executive Board of Aurora Capital Group since 2016. Mr. Milchovich served as a director of TDCC from 2015 until the effective date of the DWDP Merger when he became a director of DowDuPont. Mr. Milchovich resigned from the DowDuPont board of directors as of June 30, 2018, at which time he joined the Specialty Products Advisory Committee and then served as an ex-officio member of the DowDuPont Board. Mr. Milchovich joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

Mr. Milchovich brings global business and leadership experience as the Chief Executive Officer and Lead Director of NTS, former Lead Director of Nucor Corporation and former Chief Executive Officer of Foster Wheeler AG. He also possesses finance and accounting expertise including experience with, and direct involvement in and supervision of, the preparation of financial statements and risk management. His additional public company board experience provides additional corporate governance and compensation experience and financial expertise.

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Age: 58

Director Since: 2021

Committees:

People and Compensation; Environment, Health, Safety & Sustainability

Other Boards:

None

Deanna M. Mulligan

Chief Executive Officer, Purposeful

Ms. Mulligan has served as Chief Executive Officer of Purposeful, an advisory firm, since January 2021. Previously, Ms. Mulligan served as CEO of The Guardian Life Insurance Company of America, a mutual life insurance company (Guardian), from 2019 to October 2020, as President and Chief Executive Officer of Guardian from 2011 to 2019 and as President and Chief Operating Officer of Guardian in 2010. She also served as a member of Guardian’s Board of Directors from 2011 until her retirement at year-end 2020 and as its Board Chair from October 2020 until her retirement date. Ms. Mulligan joined Guardian in 2008 as the Executive Vice President, Individual Life and Disability. Prior to joining Guardian in 2008, Ms. Mulligan founded DMM Management Solutions LLC where she served as President from 2007 to 2008. Previously, she held several other management positions at McKinsey & Company, AXA Financials, Inc. and New York Life Insurance Company. Ms. Mulligan currently serves as a director of The Vanguard Group, Inc., Trustee of the Vanguard Funds, Trustee of New York Presbyterian Hospital, Director of Chief Executives for Corporate Purpose, and Director of Partnership for New York City. She previously served as a director of ARCH Capital Group from 2013 to 2016. Ms. Mulligan joined the DuPont Board of Directors in April 2021.

Skills and Expertise:

Ms. Mulligan possesses deep executive management and leadership, finance, investment, risk management and corporate governance experience as former Board Chair, Director, Chief Executive Officer and President of Guardian and based on her numerous present and former board positions.

2022 Proxy Statement

Agenda Item 1: Election of Directors

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Age: 50

Director Since: 2021

Committees:

Audit (Chair); Environment, Health, Safety & Sustainability

Other Boards:

Steven M. Sterin

Co-Founder & President, G&S Energy Holdings, LLC

G&S Energy is an independent energy company focused on the acquisition, safe operation and optimization of downstream and renewable energy assets in the U.S. Mr. Sterin has served as the President of G&S Energy Holdings, LLC since its inception in August 2021. Previously, Mr. Sterin served as an executive with Andeavor from 2014 until the merger of Andeavor with Marathon Petroleum Company in October 2018. He also served as President, Chief Financial Officer and a member of the board of directors for Andeavor Logistics GP, LLC from 2014 to 2018. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer of Celanese Corporation, a global technology and specialty material company. He previously served as Corporate Controller and Principal Accounting Officer of Celanese. Mr. Sterin also spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including director of tax and treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with Price Waterhouse. Mr. Sterin served as a Senior External Advisor to McKinsey & Company from 2019 to August 2021. He has served on the board of directors of Kosmos Energy since July 2019. Mr. Sterin joined the Specialty Products Advisory Committee in December 2017 and served as an ex-officio member of the DowDuPont Board until June 2019. Mr. Sterin joined the DuPont Board of Directors in June 2019.

Skills and Expertise:

Mr. Sterin has over 10 years of large public company CFO experience and has led financial functions including investor relations, business planning and analysis, capital markets and treasury, accounting and controlling, customer credit, internal audit, enterprise risk management, and tax. Mr. Sterin also has vast industry experience as well as experience with information technology and cyber security services.

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AGENDA ITEM 1: ELECTION OF DIRECTORS

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

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Agenda Item 1: Election of Directors

Director Compensation

We compare our 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 & Analysis. We target the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to our non-employee directors in 2021. For a description of compensation paid to Mr. Breen as Executive Chairman, see the Compensation Discussion & Analysis and Summary Compensation Table in this Proxy Statement.

Non-Employee Directors’ Fees

2021 directors’ fees, as stated below, are paid only to directors who are not our employees. An overview of the 2021 compensation elements for non-employee directors is below.



Compensation Element		($)

Cash Retainer			115,000

Equity Retainer			170,000

Total Retainer			285,000

Annual Committee Chair Fees	Audit		35,000
	Compensation		25,000
	All Other		20,000

Lead Independent Director Fees			50,000

Director Compensation for 2021



Name	Fees Earned or Paid in Cash ($)^(a)		Stock Awards ($)^(b)		Change in Non-Qualified Deferred Compensation Earnings ($)^(c)		All Other Compensation ($)^(d)		Total ($)

Amy Brady		115,000		170,049		—		300		285,349

Ruby Chandy		135,000		170,049		—		300		305,349

Frank Clyburn ^(e)		131,667		170,049		—		300		302,016

Terrence Curtin		115,000		170,049		—		300		285,349

Alexander M. Cutler		185,000		170,049		—		19,627		374,676

Eleuthere I. du Pont		115,000		170,049		—		14,099		299,148

Rajiv L. Gupta ^(f)		56,250		—		—		100		56,350

Luther C. Kissam IV		115,000		170,049		—		300		285,349

Fred Lowery		115,000		170,049		—		300		285,349

Raymond J. Milchovich		115,000		170,049		—		300		285,349

Deanna M. Mulligan		76,667		184,227		—		225		261,119

Steven M. Sterin		150,000		170,049		—		300		320,349

(a)	In addition to the annual retainer, the amount in this column includes lead independent director and committee chair fees.

(b)

The full grant date fair value of Restricted Stock Units granted on April 28, 2021 is based on $77.05 per share with a total value of $170,049 for all non-employee directors with the exception of Ms. Mulligan who received a total value of $184,227, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Ms. Mulligan joined our Board on April 27, 2021 and was eligible to receive a pro rata payment for the period from her election through May 27, 2021 (the first anniversary of the 2020 Annual Meeting of Stockholders).

2022 Proxy Statement

Agenda Item 1: Election of Directors

(c)

This column reports above-market earnings on nonqualified deferred compensation balances. The interest rate used to credit earnings on deferrals under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors is the 30-year Treasury rate. In 2021, no above-market earnings were accrued under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors.

(d)	Includes DuPont-paid accidental death and disability insurance premiums and accruals made in 2021 for non-employee directors under EID’s discontinued directors’ charitable gift plan.

(e)	Mr. Clyburn became the Chair of the People and Compensation Committee in April 2021 in connection with Mr. Gupta’s retirement from the Board.

(f)	Mr. Gupta did not stand for reelection at the 2021 annual meeting because he had reached retirement age under the Board retirement policy.

Outstanding equity awards for individual directors are noted below:


	Outstanding Stock Awards at December 31, 2021*

Name	DD		CTVA		DOW

Amy Brady		7,378		—		—

Ruby Chandy		9,096		957		1,072

Frank Clyburn		8,130		—		—

Terrence Curtin		8,130		—		—

Alexander M. Cutler		16,048		7,843		8,787

Eleuthere I. du Pont		16,048		7,843		8,787

Rajiv L Gupta		6,671		767		859

Luther C. Kissam IV		9,096		957		1,072

Fred Lowery		8,130		—		—

Raymond J. Milchovich		8,130		—		—

Deanna M. Mulligan		2,419		—		—

Steven M. Sterin		9,462		1,320		1,479

DowDuPont awards held by non-employee directors were generally converted into awards denominated in Dow, Corteva and DuPont stock at the time of Dow Distribution and the Corteva Distribution, respectively.

Non-Employee Directors’ Stock Grant

In April 2021, all acting non-employee directors received a grant of 2,207 Restricted Stock Units (“RSUs”), with provisions limiting transfer until retirement or termination of service to the Company.

Ms. Mulligan, upon being elected to the Board, received the acting non-employee director grant as well as an additional prorated grant of 184 RSUs, with provisions limiting transfer until retirement or termination of service to the Company.

Non-Employee Directors’ Stock Ownership Guidelines

Equity, in the form of Restricted Stock, RSUs or Deferred Stock, is a key component of director compensation. Directors are generally required to hold all equity awards until retirement.

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 to deferred compensation accounts.

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. 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.

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Agenda Item 1: Election of Directors

Business Travel Accident Insurance for Non-Employee Directors

DuPont maintains a rider on its Business Travel Accident insurance policies covering each non-employee director, which will cover accidental death and dismemberment if the director is traveling on DuPont business.

Directors’ Charitable Gift Plan

In October 2008, EID discontinued its legacy charitable gift plan with respect to future directors. After the death of a director, EID 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 EID.

A director was fully vested in the plan after five years of service as a director or upon death or disability. Each of Messrs. Cutler and du Pont, who served as directors of EID, participate in the plan and we have assumed the obligations of EID under the plan with respect to these directors. The plan is unfunded. We do not purchase insurance policies to satisfy the 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 DuPont.

Equity Compensation Plan Information

The tables below show the Equity Compensation Plan Information as of December 31, 2021.

(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))

Equity Compensation Plans Approved by

Security Holders

7,243,146

75.64

19,533,507

2022 Proxy Statement

Agenda Item 1: Election of Directors

Executive Officers

The following table provides information regarding our executive officers as of the date hereof:



Name	Age	Position

Edward D. Breen	66	Executive Chairman and Chief Executive Officer

Lori D. Koch	47	Executive Vice President and Chief Financial Officer

Christopher Raia	52	Senior Vice President and Chief Human Resources Officer

Erik T. Hoover	48	Senior Vice President and General Counsel

Steve Larrabee	60	Senior Vice President and Chief Information Officer

Raj Ratnakar	54	Senior Vice President and Chief Strategy Officer

Jon Kemp	46	President, Electronics & Industrial

Randy Stone	55	President, Mobility & Materials

Leland Weaver	41	President, Water & Protection

Edward D. Breen has served as our Chief Executive Officer since February 2020 and has been Executive Chairman of our Board since 2019. Mr. Breen’s biographical details are contained under “Agenda Item 1: Election of Directors”.

Lori D. Koch has served as our Executive Vice President and Chief Financial Officer since February 2020. Prior to that Ms. Koch served as the Company’s Vice President, Investor Relations and Corporate Financial Planning & Analysis since June 2019. Ms. Koch previously served as the Director of Investor Relations of EID from July 2016 to May 2019; Global Finance Director of EID’s Performance Materials business from November 2015 to July 2016; and the Global Finance Manager for various EID businesses from April 2008 to November 2015. Ms. Koch currently serves as a director of Aceto Corporation, a leading global virtual manufacturer of life sciences materials and technology. Ms. Koch holds an M.S. in Accounting from Babson College and a B.S. in Finance and International Business from Pennsylvania State University.

Christopher Raia has served as our Senior Vice President and Chief Human Resources Officer of the Company since March 2021. He had served as our Vice President and Interim Chief Human Resources Officer from December 2020 to March 2021. Previously, he served as Vice President Organization Effectiveness. Prior to joining DuPont in February 2019, Mr. Raia served as Senior Vice President Talent and Organization Effectiveness at Newell Brands from 2016 to 2018 and at Citizens Bank from 2014 to 2016. Prior to 2014, he worked with large corporate clients through his HR consulting practice, Provation LLC. Mr. Raia holds a M.A. in Organizational Psychology from Columbia University, and a B.S. with University Honors in Psychology from Brigham Young University.

Erik T. Hoover has served as our Senior Vice President and General Counsel since June 2019. From June 2019 to October 2019, he also served as Corporate Secretary. In his previous role as General Counsel for the Specialty Products Division of DowDuPont, Mr. Hoover oversaw all legal matters for that division. From 2017 to 2019, he also served as Assistant Corporate Secretary for DowDuPont and Chief Compliance Officer for EID. Prior to the DWDP Merger in 2017, Mr. Hoover was Secretary and Associate General Counsel for EID. Before joining EID, he was an associate at Blank Rome LLP in Philadelphia. Mr. Hoover earned a B.S. in accounting from Lehigh University and a J.D. degree from Rutgers School of Law at Camden.

Steve Larrabee has served as our Senior Vice President and Chief Information Officer since June 2019. Prior to that role, Mr. Larrabee served as Chief Information Officer for the Specialty Products Division of DowDuPont from June 2017 to June 2019. From March 2016 to May 2017, Mr. Larrabee consulted through At Last Business Solutions. Mr. Larrabee held the role of CIO for Mars, Incorporated from 2009, extending it in 2011 to become the President, Mars Global Services until 2016. Mr. Larrabee earned an MBA from Seton Hall University and a B.S. in Computer Science & Applied Mathematics from the State University of New York at Albany.

Raj Ratnakar has served as our Senior Vice President and Chief Strategy Officer since June 2019. Mr. Ratnakar joined DuPont in May 2019. Prior to joining DuPont, Mr. Ratnakar served as Chief Strategy Officer for Fortive, a publicly traded spin-off of Danaher, from 2015 to June 2019. Mr. Ratnakar’s previous experience also includes senior strategy roles at both Danaher and TE Connectivity and as a consultant with McKinsey. He holds an M.B.A. from The Wharton School, University of Pennsylvania and an M.S. in Mechanical Engineering from the University of Maryland.

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Agenda Item 1: Election of Directors

Jon Kemp has served as President, Electronics & Industrial since August 2019. Previously he served as Head of Strategy for the Specialty Products Division of DowDuPont from October 2017 to June 2019. Mr. Kemp served as President, DuPont Electronics & Communications from 2015 through 2017. Prior to that, Mr. Kemp held various roles at EID. Prior to joining EID, he was an economist and business development manager for the Utah Department of Community and Economic Development. Mr. Kemp earned a B.A. in economics from the University of Utah and a M.B.A. from the Darden School of Business at the University of Virginia.

Randy Stone has served as President, Mobility & Materials since June 2019. Prior to this role, he served as President, Transportation and Advanced Polymers for the Specialty Products Division of DowDuPont from 2017 to June 2019. From 2016 to 2017, Mr. Stone served as President, DuPont Performance Materials. Mr. Stone began his career at EID in 2007, serving in progressive leadership roles for the DuPont Dow Elastomers joint venture and the DuPont Performance Elastomers business, the latter while located in Shanghai, China. Prior to joining EID, Mr. Stone served as a business director at Arkema and in various commercial roles at The Dow Chemical Company. Mr. Stone earned a Bachelor of Science degree in economics from South Dakota State University and an M.B.A. from Lehigh University.

Leland Weaver has served as President, Water & Protection since September 2021. Prior to such role, Mr. Weaver served as Vice President, Investor Relations. Mr. Weaver joined DuPont in 2003 as an engineer and subsequently held leadership positions with increasing responsibility spanning manufacturing, strategy, marketing and sales, and finance across multiple businesses. Mr. Weaver earned a Bachelor of Science in chemical engineering from the University of Alabama and an MBA from the Wharton School at the University of Pennsylvania.

2022 Proxy Statement

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Beneficial Ownership of Company Stock

The following table presents the beneficial ownership of DuPont’s Common Stock as of March 14, 2022, except as noted, for (i) each director and director nominee of the Company, (ii) each of DuPont’s current named executive officers, (iii) all directors and executive officers as a group, and (iv) each person beneficially owning more than 5% of the outstanding shares of DuPont’s Common Stock. As of March 14, 2022, there were 509,234,204 shares of DuPont’s Common Stock outstanding.



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

Amy G. Brady		50			7,378		7,428		*

Edward D. Breen		191,163			714,741		905,904		*

Ruby R. Chandy		0			9,096		9,096		*

Terrence R. Curtin		7,500			12,295		19,795		*

Alexander M. Cutler		2,137			47,063		49,200		*

Eleuthère I. du Pont		920			24,489		25,409		*

Matthias Heinzel		7,856			38,472		46,328		*

Erik T. Hoover		18,660			87,693		106,353		*

Kristina M. Johnson		0			0		0		*

Jon Kemp		21,505			116,654		138,159		*

Luther C. Kissam		5,000			9,096		14,096		*

Lori Koch		12,642			82,827		95,469		*

Rose Lee ^(d)		22,545			0		22,545		*

Frederick M. Lowery		0			13,282		13,282		*

Raymond J. Milchovich		5,848			8,130		13,978		*

Deanna M. Mulligan		0			3,798		3,798		*

Steven M. Sterin		0			9,462		9,462		*

Randy Stone		33,242			126,656		159,898		*

All Directors and Executive Officers as a Group (19 persons)		339,445			1,584,359		1,923,804		*

Certain Other Owners:

The Vanguard Group		42,557,331	^(e)						8.36	%

BlackRock, Inc.		36,179,121	^(f)						7.10	%

(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 held in trust for the benefit of the named party in the DuPont 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 May 13, 2022.

(c)	The percentage of shares beneficially owned is calculated based on the number of shares of common stock outstanding as of March 14, 2022.

(d)	The current shares beneficially owned by Rose Lee are as of August 31, 2021, the last date of her employment with DuPont.

(e)

Based on an Amendment No. 4 to Schedule 13G filed by The Vanguard Group on February 9, 2022 with the SEC reporting beneficial ownership as of December 31, 2021. The Vanguard Group has sole voting power over 0 shares, shared voting power over 821,651 shares, sole dispositive power over 40,460,455 shares and shared dispositive power over 2,096,876 shares. The Vanguard Group’s address is 100 Vanguard Boulevard, Malvern, PA 19355.

(f)

Based on Amendment No. 2 to Schedule 13G filed by BlackRock, Inc. on February 3, 2022 with the SEC reporting beneficial ownership as of December 31, 2021. BlackRock, Inc. has sole voting power over 30,862,274 shares, shared voting power over 0 shares, sole dispositive power over 36,179,121 shares and shared dispositive power over 0 shares. BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055.

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

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Compensation Discussion

& Analysis

In the Compensation Discussion and Analysis, the details of the executive compensation programs applicable to the Named Executive Officers are described.

CD&A Table of Contents


Executive Summary			37
2021 Financial Performance Highlights			37
Named Executive Officers			38
2021 Executive Compensation Highlights			38
Program Philosophy and Objectives			39
Executive Compensation Governance Practices			40

Components of Executive Compensation and Benefits			41
2021 NEO Target Total Direct Compensation Summary			41
Pay Mix			42
2021 Executive Compensation Decisions			42
Base Salary			42
Short-Term Incentive Compensation			43
Long-Term Incentive Compensation			47
Benefits			50
Perquisites			50

The Compensation Process			51
Role of Company Management			51
Role of the Committee			51
Role of Independent Board Members			51
Role of the Independent Compensation Consultant			51
Peer Group and Benchmarking			52

Other Considerations			52
Consideration of Say on Pay Vote			52
Stock Ownership Guidelines			53
Anti-Hedging and Anti-Pledging Policies			53
Clawback Policy			53
Compensation and Risk Management			53
2021 Tax Considerations			53


Compensation Tables and Narratives			54
Summary Compensation Table			54
Grants of Plan-Based Awards			56
Outstanding Equity Awards			57
Option Exercises and Stock Vested			59

Benefits			59
Pension Benefits			59
Defined-Benefit Retirement Plans			60
Supplemental Retirement Plans			60
Non-qualified Deferred Compensation			60
Non-Qualified Deferred Compensation Programs			61
Other Retirement Benefits			61
Potential Payments upon Termination or Change in Control			62

Committee Interlocks and Insider Participation			65

Committee Report			65

CEO Pay Ratio			65

2022 Proxy Statement

Compensation Discussion & Analysis

Defined Terms

CD&A – Compensation Discussion & Analysis

CEO – Chief Executive Officer

CFO – Chief Financial Officer

EPS – Earnings Per Share

U.S. GAAP or GAAP – Generally Accepted Accounting Principles in the United States of America

IRC – U.S. Internal Revenue Code, as amended

LTI – Long-Term Incentive

NEO – Named Executive Officer

PSU – Performance Share Unit

RSU – Restricted Stock Unit

SEC – U.S. Securities & Exchange Commission

SO – Non-Qualified Stock Option

STIP – Short-Term Incentive Program

Adjusted Corporate Net Income – Net (loss) income from continuing operations available for DuPont common stockholders excluding after-tax significant items, after-tax impact of amortization expense associated with intangibles acquired as part of the DowDuPont Merger and the after-tax impact of non-operating pension/other post-employment benefits/(“OPEB”)/charges. The Biomaterials, Clean Technologies and Solamet businesses will be excluded.

Corporate Adjusted EPS* – Earnings per common share from continuing operations-diluted, excluding the after-tax impact of significant items, after-tax impact of amortization expense associated with intangibles acquired as part of the DWDP Merger and the after-tax impact of non-operating pension / OPEB benefits / charges. The Biomaterials, Clean Technologies and Solamet businesses will be excluded.

Adjusted Operating EBITDA* – Earnings (“Income from continuing operations before income taxes”) before interest, depreciation and amortization and foreign exchange gains (losses), excluding the impact of significant items, non-operating pension, OPEBS, and earnings associated with the Non-Core business.

Adjusted ROIC – Adjusted Net Operating Profit After Tax (“NOPAT”), (defined as Income from continuing operations after taxes, excluding after-tax significant items, after-tax amortization expense and after-tax interest expense)/(Debt + Equity – Goodwill – Intangibles – Restricted Cash). The Biomaterials, Clean Technologies and Solamet businesses will be excluded.

Net Working Capital Turn – Net Trade Revenue/Net Working Capital Trade (NWCT) where NWCT is Accounts Receivable Trade plus Total Inventory less Accounts Payable Trade.

Segment Operating EBITDA* – Earnings (“Income (loss) from continuing operations before income taxes”) before interest, depreciation, amortization, non-operating pension/OPEB benefits/charges and foreign exchange gains/losses, adjusted for significant items and to exclude the results of Corporate.

Organic Revenue* – Net sales excluding Corporate, adjusted for the change in currency from 2021 budget forecast and the change in portfolio from 2021 budget forecast.

Significant Items – Significant items are items that arise outside the ordinary course of the Company’s business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence. Management classifies as significant items certain costs and expenses associated with acquisition, integration and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance.

Total Shareholder Return – Total return on a company’s common stock to an investor defined as the adjusted close price at the end of the performance period divided by the adjusted close price at the beginning of the performance period. Adjusted close price incorporates re-invested dividends, stock splits and new offerings. Beginning close price is based on average closing price over 20 trading days immediately prior to the first day of the performance period. Ending close price is based on average closing price over the last 20 trading days of the performance period.

*	See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures.

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Compensation Discussion & Analysis

Executive Summary

In 2021, DuPont delivered strong financial performance and significant progress in advancing our strategic priorities, all while continuing to manage the challenges of the ongoing COVID-19 pandemic, as well as inflationary pressures and global supply chain challenges. The results below demonstrate the Company’s continued transformation into a premiere multi-industrial company with a disciplined focus on operational excellence and the advancement of our 2030 Sustainability Goals.


		Completion of the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrances Inc. (“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”). In connection with the N&B Transaction, the Company received a one-time cash payment of about $7.3 billion (subject to potential post-closing adjustments).
		Advancement of the Company’s position as a premier multi-industrial company, focusing our portfolio on key growth pillars aligned to electronics, water, protection, industrial technologies, and next-generation automotive with the acquisition of Laird Performance Materials, the entry into a definitive agreement to acquire Rogers Corporation and the actions to divest a substantial portion of the Mobility & Materials segment.
		Aggressively partnered to meet customer demands in a challenging supply chain environment.
		Advanced progress on our 2030 Sustainability Goals by entering into our first Virtual Power Purchase Agreement (VPPA), engaging with customers on their sustainability strategies and increasing transparency with respect to employee demographics.
		Continued to monitor the impact of the COVID-19 pandemic and take actions to protect the health and safety of employees.

The Company returned more than $2.7 billion of capital to stockholders through share repurchases and dividends and de-levered our balance sheet with a $5 billion reduction in long-term debt, illustrating our commitment to a balanced capital allocation approach and value creation for our stockholders.

2021 Financial Performance Highlights

$3.23

$16.7B

$1.8B

Full year 2021
GAAP EPS from continuing
operations

Full year 2021
Net Sales, up 16 percent

Full year 2021
GAAP Income from
continuing operations

The 2021 compensation of our NEOs appropriately reflects and rewards their significant contributions to the Company’s performance. This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based, and the compensation paid to our NEOs.

2022 Proxy Statement

Compensation Discussion & Analysis

Named Executive Officers

This CD&A discusses the compensation of the 2021 DuPont NEOs listed in the table below:



Named Executive Officer		Title

Edward D. Breen		Executive Chairman and Chief Executive Officer

Lori D. Koch		Executive Vice President and Chief Financial Officer

Erik T. Hoover		Senior Vice President, General Counsel

Jon Kemp		President, Electronics & Industrial

Randy Stone		President, Mobility & Materials

Matthias Heinzel^(a)		Former President, Nutrition & Biosciences

Rose Lee^(b)		Former President, Water & Protection

(a)	Mr. Heinzel left the Company effective March 31, 2021 at the conclusion of his work on the N&B Transaction.

(b)	Ms. Lee resigned from the Company, effective August 31, 2021, to become the chief executive officer of another publicly traded company.

2021 Executive Compensation Highlights

The DuPont People and Compensation Committee, or, for purposes of this CD&A and the related Compensation Tables and Narratives the “Committee,” annually reviews the Company’s executive compensation programs and makes decisions or changes as appropriate. In making decisions, the Committee considers several factors including stockholder interests, financial goals, business performance, strategic priorities and market practices. The Committee’s decisions are also informed by input from shareholders, its independent compensation consultant and management.

Listed below are highlights of 2021 executive compensation actions taken:

STIP

•

A Sustainability Modifier was added to the STIP design to ensure continued focus on progress towards the Company’s 2030 Sustainability Goals. The Sustainability Modifier is based on a holistic evaluation by the Committee of key accomplishments and actions taken during the year in specific focus areas. The Committee may choose to apply the Sustainability Modifier to adjust STIP payout amounts upwards or downwards by up to 10% or decide not to make any adjustments.

•

As in prior years, the Committee approved the use of Corporate Adjusted EPS, Organic Revenue, and Segment Operating EBITDA as performance measures. For 2021, Net Working Capital Turn replaced Trade Net Working Capital as a performance metric as it more appropriately measures the efficiency of working capital relative to Revenue and adjusts for changes in business activity.

•

Strong Company performance exceeded targets and resulted in overall payout factors well above target. STIP payouts for Business Unit Presidents varied based on the performance of individual business segments.

•

The Committee considered the difficulty of business planning during another dynamic and uncertain pandemic year and a faster than expected macroeconomic recovery. For these reasons, the Committee determined the use of negative discretion was appropriate and reduced the weighted Corporate Adjusted EPS factor. After the adjustment, the final payout factor was still well above target, aligned with the Company’s strong performance.

LTI

•

The 2021 LTI program for executives continued to be delivered through a mix of PSUs (weighted at 60%), Stock Options (weighted at 20%) and RSUs (weighted at 20%).

•

Adjusted ROIC and Adjusted Corporate Net Income remained as primary PSU metrics. The PSU design continues to include a Relative Total Shareholder Return modifier against the S&P 500.

•

The Committee approved the payout factor at 80% of target for the 2019 “Transformation PSU” which was granted to NEOs and key leaders vital to the transformation of DuPont following the Dow and Corteva Distributions.

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Compensation Discussion & Analysis

Special Equity Compensation

•

The Committee approved, in August 2021, special RSU awards with a grant date value of $2,000,000 for each of Mr. Stone and Mr. Kemp to help secure the benefit of the officers’ leadership in an increasingly competitive talent landscape.

•

The Committee is cautious in the use of one-time awards outside of the ongoing annual incentive programs. After careful review, the Committee decided the special awards served a critical purpose to retain accomplished and talented senior executives who are essential to the execution of our portfolio transformation and the future of the Company.

Program Philosophy and Objectives

DuPont’s executive compensation philosophy and practices reflect a commitment to paying for performance — both short-term and long-term. The Company’s executive compensation programs are designed to attract, retain, motivate and reward talented and experienced executives to successfully manage the business, execute the Company’s strategy and drive stockholder value.

Within this philosophy, the key objectives are to:

•

Establish a strong link between pay and performance.

•

Align the financial interest of executives with stockholders, particularly over the longer term.

•

Reinforce business strategies and drive sustained stockholder value.

2022 Proxy Statement

Compensation Discussion & Analysis

Executive Compensation Governance Practices

Compensation of the executive officers of DuPont, including that of the NEOs, is overseen by the Committee (or, in the case of Mr. Breen, by the Committee and the independent members of the Board). The Board and the Committee were assisted in performance of their oversight duties by an independent compensation consultant.

The following table summarizes key governance elements related to the executive compensation programs in which the NEOs participate:

What We Do

What We Don’t Do

LOGO

Maintain a pay mix that is heavily performance-based

LOGO

Provide single-trigger change in control agreements or excise tax gross ups

Actively engage with stockholders

Grant options below market value, extend original option term, reprice, reload or exchange underwater options without stockholder approval

Align executive compensation outcomes with company and individual performance

Annually assess peer group composition and competitive compensation practices

Permit hedging or pledging of the Company’s securities

LOGO

Liberal share counting

Seek annual stockholder advisory approval of executive compensation

Maintain strong stock ownership requirements of six times base salary for the CEO and three times base salary for the other NEOs

Guaranteed annual salary increases or bonuses

Provide minimum payouts under the LTI Plan

Conduct an annual executive talent review and discussion on succession planning

Provide uncapped short-and long-term incentive payouts

Excessive perks

Maintain an incentive clawback policy covering both cash and equity

Review executive compensation statements (“tally sheets”)

Conduct annual compensation risk assessments

LOGO

Compensation Discussion & Analysis

Components of Executive Compensation and Benefits

The Company’s Executive Compensation and Benefits program is straightforward and is comprised of four elements: (1) Base Salary, (2) Short-Term Incentive, (3) Long-Term Incentive, and (4) Benefits and Perquisites.

Base Salary

Fixed cash compensation
that reflects an executive’s
role, responsibilities, and experience.

Provides a reliable source
of income.

Short-Term Incentive

Cash incentive
compensation that
rewards for both the achievement of annual
financial and operational
goals as well as individual performance.

Long-Term Incentive

A combination of
equity vehicles that
provide meaningful
incentives to execute
longer term financial and
strategic goals that drive stockholder value.

Supports retention of executives and aligns
interests with stockholders.

Benefits and Perquisites

Competitive benefit
programs offered to support
the health and well-being
of employees and their families. Executives are
offered the same programs
as other salaried employees.

Minimal perquisites are provided where reasonable
to attract key executive talent.

2021 NEO Target Total Direct Compensation Summary

At the beginning of 2021, the Committee evaluated target total direct compensation – consisting of base salary, target short-term incentive opportunity and target long-term incentive award value for each NEO (other than for Mr. Heinzel who left the Company on March 31, 2021). As part of this annual evaluation, the Committee considered the 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.



Name	2021 Base Salary ($)		2021 Target Short-Term Incentive ($)		2021 Target Long-Term Incentive ($)		Target Total Direct Compensation ($)

Edward D. Breen		1,000,000		1,500,000		11,000,000		13,500,000

Lori D. Koch		700,000		700,000		3,000,000		4,400,000

Erik T. Hoover		575,000		575,000		1,200,000		2,350,000

Jon Kemp^(a)		600,000		600,000		1,750,000		2,950,000

Randy Stone^(a)		600,000		600,000		1,750,000		2,950,000

Matthias Heinzel^(b)		830,808		830,808		0		1,661,616

Rose Lee^(a)(c)		625,000		625,000		1,750,000		3,000,000

(a)	Messrs. Kemp and Stone and Ms. Lee received enhanced LTI awards in 2021 as reflected in the Long-Term Incentive Compensation section.

(b)

Mr. Heinzel’s 2021 compensation was not evaluated or adjusted in 2021 due to his planned departure. Mr. Heinzel was a German employee, and his salary, bonus, and other non-equity related compensation items were paid in Euros. U.S. Dollar amounts in this Proxy statement with respect to Mr. Heinzel have been converted from Euros at a rate of 1.13 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each day in December 2021.

(c)	Ms. Lee forfeited her 2021 Short and Long-Term Incentive Awards when she resigned from the Company effective August 31, 2021.

2022 Proxy Statement

Compensation Discussion & Analysis

Pay Mix

Executive compensation is strongly linked to the financial and operational performance of the Company. For 2021, approximately 93% of the CEO’s target total direct compensation was variable, while over 81% of the other NEOs’ target total direct compensation, on average, was at risk.

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2021 Executive Compensation Decisions

Base Salary

The Committee annually reviews the base salaries of our NEOs to determine if any adjustment is warranted. Salaries are adjusted if the Committee believes there is as need after a review of benchmarking data for similar roles, individual performance, and competitive positioning.

In February of 2021, the Committee approved an increase to Mr. Hoover’s base salary. No other NEO received a base salary increase in 2021.

Base salaries for the NEOs as of December 31, 2021 are shown in the table below.



Name	2021 Base Salary ($)

Edward D. Breen		1,000,000

Lori D. Koch		700,000

Erik T. Hoover		575,000

Jon Kemp		600,000

Randy Stone		600,000

Matthias Heinzel		830,808	^(a)

Rose Lee		625,000	^(b)

(a)	Reflects base salary as of March 31, 2021 when Mr. Heinzel left the Company.

(b)	Reflects base salary as of August 31, 2021 when Ms. Lee resigned from the Company.

LOGO

Compensation Discussion & Analysis

Short-Term Incentive Compensation

The STIP is designed to reward executives for the achievement of annual financial and operational performance goals and is a key component of the Company’s overall compensation program. Each year the Committee reviews the target short-term incentive award opportunities (which are expressed as a percentage of annual base salary) for NEOs as part of its annual executive compensation review. No NEO received an increase (as percentage of salary) in 2021.

Short-term incentive opportunities for the NEOs as of December 31, 2021 are shown in the table below.



Name	2021 Target STIP (%)			2021 Target STIP ($)

Edward D. Breen		150	%		1,500,000

Lori D. Koch		100	%		700,000

Erik T. Hoover		100	%		575,000

Jon Kemp		100	%		600,000

Randy Stone		100	%		600,000

Matthias Heinzel		100	%		830,808	^(a)

Rose Lee		100	%		0	^(b)

(a)	Per his separation agreement, Mr. Heinzel was entitled to a full year STIP for 2021 in connection with his departure.

(b)	Ms. Lee forfeited any 2021 STIP Award when she resigned from the Company effective August 31, 2021.

Financial Metrics and Performance Results

The 2021 STIP design and performance targets were approved by the Committee in February 2021. Business Unit performance remains a key part of the overall STIP design for Business Unit Presidents to align short-term incentives with the results of their respective businesses. Net Working Capital Turn replaced Net Trade Working Capital (which was a performance metric in the 2020 STIP) within the Business Unit metrics, better measuring the efficiency of working capital management and cash generation.



	Metric	Weighting

Corporate	Corporate Adjusted EPS	50%

	Organic Revenue^(a)	20%

Business Unit	Segment Operating EBITDA^(a)	15%

	Net Working Capital Turn^(b)	15%

(a)	Corporate/Functional employees are aligned to the sum of the business unit metric results for Electronics & Industrial, Mobility & Materials, and Water & Protection (“Sum of Businesses”).

(b)	Corporate/Functional employees are aligned to the weighted average of the business unit metric results for Electronics & Industrial, Mobility & Materials, and Water & Protection (“Average of Businesses”).

The Committee approved challenging incentive plan targets for 2021 taking into consideration the ongoing uncertainty related to the COVID-19 pandemic and related business conditions, the complex macroeconomic environment, and external expectations. The Committee also reviewed the alignment of payout opportunities and strong financial results at threshold, target, and maximum performance goal levels. The maximum payout is capped at 200%.

2022 Proxy Statement

Compensation Discussion & Analysis

The tables below detail 2021 results compared to set performance goals. Actual payouts were reduced due to the exercise of discretion by the Committee to reduce the payout on the Corporate Adjusted EPS goal. See “Use of Discretion” below:



Performance Category	Performance Metrics	Weighting	Threshold	Target	Maximum	Results	Weighted Payout as a % Target

Corporate	Corporate Adjusted EPS*^(a)^(d)	50%	$2.72	$3.20	$3.68	$3.74	100%


Sum of Businesses	Organic Revenue*^(b)	20%	$13,225.5	$14,695.0	$16,164.5	$15,835.0	75.3%
	Segment Operating EBITDA*^(c)	15%	$3,136.0	$3,920.0	$4,508.0	$4,112.0
	Net Working Capital Turn^(b)	15%	4.68	5.20	5.72	5.40


Electronics & Industrial	Organic Revenue*^(b)	20%	$4,364.1	$4,849.0	$5,333.9	$5,305.0	83.7%
	Segment Operating EBITDA*^(c)^(d)	15%	$1,238.4	$1,548.0	$1,780.2	$1,665.0
	Net Working Capital Turn^(b)	15%	5.49	6.10	6.71	6.40


Water & Protection	Organic Revenue*^(b)	20%	$4,855.5	$5,395.0	$5,934.5	$5,497.0	57.7%
	Segment Operating EBITDA*^(c)	15%	$1,188.8	$1,486.0	$1,708.9	$1,374.0
	Net Working Capital Turn^(b)	15%	4.23	4.70	5.17	4.90


Mobility & Materials	Organic Revenue*^(b)	20%	$4,005.9	$4,451.0	$4,896.1	$5,032.0	83.8%
	Segment Operating EBITDA*^(c)	15%	$708.8	$886.0	$1,018.9	$1,073.0
	Net Working Capital Turn^(b)	15%	4.59	5.10	5.61	5.00

(a)	Threshold and Max are set at 85% and 115% of Target respectively.

(b)	Threshold and Max are set at 90% and 110% of Target respectively. Amounts shown in millions.

(c)	Threshold and Max are set at 80% and 115% of Target respectively. Amounts shown in millions.

(d)	Excludes Laird PM; see discussion below.

*	See Appendix A for a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures.

The Committee maintains the ability to adjust for the occurrence of events, such as merger and acquisition activity, accounting or tax rule changes or other significant non-operating factors that affect results in ways inconsistent with their intended application. The Committee determined it was appropriate to adjust STIP results to exclude the results of the Laird Performance Materials (“Laird PM”) acquisition from Corporate Adjusted EPS and the Electronics & Industrial segment results. Laird PM was acquired in June 2021 and was not included in the 2021 STIP targets. The exclusion of Laird PM ensures performance achievement was measured on a consistent basis with the target determination. The table below reflects actual and adjusted payout results:



Performance Metric	Payout %			Adjusted Payout %			Target		Result		Adjusted Result

Corporate Adjusted EPS		100	%		100	%	$	3.20	$	3.77	$	3.74

Electronics & Industrial		86.3	%		83.7	%

Organic Revenue^(a)							$	4.849	$	5,305	$	5,305

Segment Operating EBITDA							$	1,548	$	1,743	$	1,665

Net Working Capital Turn								6.1		6.3		6.4

(a)	No adjustment required; Organic Revenue excludes impact of portfolio changes.

LOGO

Compensation Discussion & Analysis

Short-term incentive targets were set in February 2021. At this time Corporate Adjusted EPS excluded the after-tax impact of amortization expense associated with intangibles acquired as a part of the DWDP Merger. After the determination of the Corporate Adjusted EPS target, the Company changed its treatment of intangible amortization expense for non-GAAP reporting. Beginning third quarter 2021, the Company’s Adjusted EPS excludes all amortization of intangible assets and no longer differentiate based on the origin of the intangibles. The Committee elected not to modify the Corporate Adjusted EPS definition for purposes of determining STIP performance in 2021 to ensure performance achievement was measured on a consistent basis as the target determination. The Committee has incorporated the Company’s changes with respect to the treatment of intangible amortization expense into performance targets for 2022.

Sustainability Modifier

A discretionary Sustainability Modifier was added to the 2021 STIP design to ensure continued focus on progress towards the Company’s 2030 Sustainability Goals. The Committee believes that linking incentive compensation to our Sustainability journey demonstrates our strong commitment toward advancing the Company’s goals. Extraordinary progress in a target focus area could result in a 10% increase to incentive payouts while limited progress in these areas could result in a 10% decrease in incentive payouts. The Committee would not apply a modifier if expected progress was achieved.

For 2021, the Company established enterprise-wide goals aligned to three sustainability pillars. While the Company is committed to progress against all goals in the sustainability pillars, the 2021 Sustainability Modifier focused on delivering against specific goals within each pillar:



Pillar		2021 Objective

1	Innovate Now Create sustainable innovations to help society thrive and address its most pressing challenges.	Goal: Delivering Solutions for Global Challenges: • Increase business growth and value creation from sustainability by significantly expanding customer and value chain insight, focusing on Sustainable Development Goals (SDG) challenges, partnerships, M&A and new business models.

2	Protect Now Operate sustainably by delivering world-class, end-to-end performance in safety, resource efficiency and environmental protection.	Goal: Acting on Climate: • Implement a robust climate strategy to address market and investor expectations, measure and manage key risks, and unlock growth opportunities.

3	Empower Now Enable the health and well-being of people and communities and advance diversity, equity and inclusion.	Goal: Accelerating Diversity, Equity, and Inclusion: • Increase transparency and understanding of company demographics. • Maintain or improve gender and U.S. racial/ethnic representation and inclusivity.

2022 Proxy Statement

Compensation Discussion & Analysis

Before approving the annual STIP payouts, the Committee reviewed audited score cards detailing qualitative and quantitative actions showing progress for each of the identified focus areas.



Pillar		2021 Progress

Innovate Now		• Over 35 strategic customer value chain engagements which delivered clear, actionable pathways to increased sustainable business growth opportunities and expansion of addressable markets.

Protect Now		• Developed climate roadmaps for all businesses to offset increases in greenhouse gas (GHG) Scope 1 & 2 operations emissions associated with organic business growth. • Closed a renewable electricity VPPA deal that will deliver the equivalent of about 528,000 megawatts or ~ 25% of DuPont’s current electricity needs on an annual basis beginning in 2023. • Delivered on 2021 greenhouse gas reduction major project milestones for W&P Styrofoam blowing agent conversion.

Empower Now		• DE&I dashboards implemented and made available on the DuPont.com website. • Maintained or improved leadership representation (gender and US racial/ethnic) compared to year-over-year statistics and benchmarks for our industries. • Exceeded 2020 DE&I dimension score on 2021 employee engagement survey.

Based on a holistic review of the 2021 performance, the Committee determined that no modifier would be applied because overall progress was generally consistent with expectations with a few areas of extraordinary progress.

The Sustainability Modifier will be maintained in the 2022 STIP design. The 2022 STIP modifier objectives will build on the credible progress made in 2021 and maintain consistent emphasis on the Innovate, Protect, and Empower pillars.

Individual Performance Factor

As in prior years, an individual performance factor ranging from 0% to 150% was maintained in the STIP design to allow the Committee to modify an executive’s award to reflect personal performance and contributions to the Company’s success. All awards are capped at a maximum payout of 200% of target.

For 2021, after consultation with Management, the Committee determined a 130% Individual Performance Factor for Mr. Hoover was appropriate based on his effective litigation management and his significant contributions to key portfolio actions in 2021.

Use of Discretion

In reviewing the actual 2021 results relative to performance targets for 2021, the Committee considered the challenges of business planning at the start of 2021. Targets were set in a volatile macroeconomic environment and 2021 performance outpaced planning assumptions partially due to a faster than expected economic recovery. The Committee determined the use of negative discretion was appropriate and adjusted the weighting of the Corporate Adjusted EPS factor to 80% (from 100%). Additionally, at the request of Management, the Committee reallocated 4% of the overall funded results to increase rewards for top performers below the Named Executive Officer level. After applying negative discretion and the reallocation, the Committee approved the following payout factors:



Performance Category	Final Adjusted Payout

Sum of Businesses (Corporate)		151.3%

Electronics & Industrial		159.7%

Mobility & Materials		159.8%

Water & Protection		133.7%

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Compensation Discussion & Analysis

The adjusted payout factors were applied to 2021 STIP awards for NEOs.



Name	Year End Base Salary ($)		STIP Target Percent			STIP Target Amount ($)		Payout Percentage			Individual Performance Factor			Total STIP Payout Amount ($)

Edward D. Breen		1,000,000		150	%		1,500,000		151.3	%		100	%		2,269,500

Lori D. Koch		700,000		100	%		700,000		151.3	%		100	%		1,059,100

Erik T. Hoover		575,000		100	%		575,000		151.3	%		130	%		1,130,968

Jon Kemp		600,000		100	%		600,000		159.7	%		100	%		958,200

Randy Stone		600,000		100	%		600,000		159.8	%		100	%		958,800

Matthias Heinzel		830,808		100	%		830,808		151.3	%		100	%		1,257,012	^(a)

Rose Lee		625,000		100	%		625,000		0.0	%		0	%		0	^(b)

(a)	The terms of Mr. Heinzel’s 2021 separation agreement provided a full year STIP payout based on Company performance.

(b)	Ms. Lee forfeited any 2021 STIP Award when she resigned from the Company on August 31, 2021.

Long-Term Incentive Compensation

The Committee views long-term compensation as a critical executive compensation program element that emphasizes long-term performance, enhances retention and aligns executives’ interests with those of stockholders. Long-term incentives represent a sizable portion of an executives’ overall compensation package. In deciding the annual LTI award opportunities, the Committee reviews each executive officer’s scope of responsibility, performance, impact on results and expected future contributions to the business.

2021 LTI awards for executive officers were majority weighted on performance-based awards with 60% of the grant value awarded as PSUs, 20% of the grant value awarded as Stock Options, and the remaining 20% as RSUs.

Messrs. Breen and Hoover, and Ms. Koch received increases to their target long-term incentive opportunity in 2021. The Committee (or, in the case of Mr. Breen, the Committee and the independent members of the Board) considered these changes appropriate after careful review of their competitive position to market. These changes strengthen alignment to the long-term performance of the Company. Mr. Breen’s target long-term incentive opportunity was increased from $10,000,000 to $11,000,000. Ms. Koch’s target long-term incentive opportunity was increased from $2,500,000 to $3,000,000. Mr. Hoover’s target long-term incentive opportunity was increased from $1,050,000 to $1,200,000.

DuPont’s Business Unit Presidents are well-known in a variety of industries and are regarded as best in class for their proven leadership abilities. They are also critical to the execution of the Company’s strategic agenda and overall Company performance. For these reasons, Mr. Stone, Mr. Kemp and Ms. Lee received enhanced 2021 annual LTI awards. Ms. Lee forfeited her award upon resignation from the Company on August 31, 2021.

As a result of the increasingly competitive talent landscape, Management and the Committee determined it was essential to take additional actions to secure Mr. Stone’s and Mr. Kemp’s future service. Both Mr. Stone and Mr. Kemp are accomplished and talented senior executives who are key to the present and future of the Company. Additionally, each serves a pivotal leadership role in the Company’s transaction imperatives; Mr. Kemp in connection with the acquisition and integration of Laird Performance Materials and the definitive agreement to acquire Rogers Corporation and Mr. Stone with the leadership of activities around the definitive agreement with Celanese Corporation to divest a majority of the Mobility & Materials segment.

Accordingly, the Committee awarded both Mr. Stone and Mr. Kemp a special RSU award with a grant date value of $2,000,000. These awards will cliff vest on September 1, 2024, subject to Mr. Stone and Mr. Kemp’s continued employment with the Company through the vesting date.

2022 Proxy Statement

Compensation Discussion & Analysis

The table below details the 2021 LTI awards to NEOs except for Mr. Heinzel as he did not receive any LTI awards in 2021 prior to his separation on March 31, 2021.



Name	RSU Grant Value ($)^(a)		Stock Options Grant Value ($)^(a)		PSU Grant Value ($)^(a)(b)		Total Target Grant Value ($)^(a)

Edward D. Breen		2,200,000		2,200,000		6,600,000		11,000,000

Lori D. Koch		600,000		600,000		1,800,000		3,000,000

Erik T. Hoover		240,000		240,000		720,000		1,200,000

Jon Kemp		2,550,000		550,000		1,650,000		4,750,000

Randy Stone		2,850,000		850,000		2,550,000		6,250,000

Rose Lee		850,000		850,000		2,550,000		4,250,000

(a)	Actual values shown in the Grants of Plan Based Awards table will vary slightly from the amount shown above as DuPont only issues awards in whole shares.

(b)	Actual values shown in the Grants of Plan Based Awards table will vary due to the fair market value being calculated using the Monte Carlo value, while the number of shares was determined utilizing the close price of March 2, 2021.

2021 PSUs

PSU awards are designed to align executive compensation and decision making with Company performance over the long term. The two metrics of the PSU portion of the long-term incentive program remain unchanged from the prior years. The 2021 PSUs are earned and vest based on the achievement of Adjusted ROIC and Adjusted Corporate Net Income goals, weighted equally at 50%. Relative TSR is used as a modifier to increase or reduce the award by up to 25% and promote alignment with stockholder interests. Relative TSR is measured at the end of the three-year period against the S&P 500.



Performance Metrics	Weighting	Measurement	Period

Adjusted ROIC	50%	• Average over period	January 1, 2021 – December 31, 2023

Adjusted Corporate Net Income	50%	• A target growth rate for each year is established at the start of the three-year performance period. Targets for 2^nd and 3^rd periods are determined using the prior period actual performance and the established growth rate	January 1, 2021 – December 31, 2021 January 1, 2022 – December 31, 2022 January 1, 2023 – December 31, 2023
		• Performance for each year in the three-year performance period is measured discreetly

Relative TSR	Modifier	Point-to-point against S&P 500	January 1, 2021 – December 31, 2023



Period Relative Total Shareholder Return	Applied Modifier

<25 percentile against S&P 500		0.75

25-75 percentiles against S&P 500		1.00

>75 percentile against S&P 500		1.25

The initial payout range of the PSUs is 0% to 200% depending on achievement versus Adjusted ROIC and Adjusted Corporate Net Income. The payout is then subject to a modification based on Relative TSR. The maximum payout is capped at 200%.

DuPont believes disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. However, such targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs.

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Compensation Discussion & Analysis

2019 Transformation PSU Award Results

The Company granted PSUs as part of a special 2019 Long-Term Incentive Award (“Transformation PSU”) shortly after the separations of Dow and Corteva. The 30-month performance period ended on December 31, 2021. The payout for this award was based on pre-established target levels of Adjusted Operating EBITDA, measured as three distinct period comparisons and Adjusted ROIC measured as a point-to-point comparison between July 1, 2019 and December 31, 2021.

At the time the awards were issued the Committee discussed potential impact of future merger and acquisition activity and decided to maintain the ability to adjust the performance goals as appropriate to ensure performance could be fairly measured. The completion of the N&B Transaction had a material impact on the ability to measure performance, as such, after careful consideration, the Committee approved the following adjustments to align results to performance pre and post the N&B Transaction. Specifically,

•

Adjusted ROIC: The Committee determined it was appropriate to bifurcate the performance period into two discrete measurement periods with each period growth target maintaining the 100bps annual improvement goal:

–

Pre-transaction measurement period of July 1, 2019 to December 31, 2020.

–

Post-transaction measurement period January 1, 2021 to December 31, 2021. Growth measured against restated end of 2020 results excluding N&B.

•

Adjusted Operating EBITDA: The Committee determined performance for the third discrete performance period would be based on 2020 year-end results excluding N&B.

In line with its decision related to 2021 STIP results, the Committee also determined it was appropriate to adjust the 2019 Transformation PSU results to exclude the results of the Laird Performance Materials business.

Based on the adjusted performance results, the 2019 PSU Award payout was 80% of target. The tables below detail performance against each measure:


			Performance and Payout Range
			Threshold		Target		Maximum

Performance Metric / Period	Weighting		50% Payout		100% Payout		200% Payout		Result		Payout Percentage (Weighted)

Adjusted ROIC

Pre-Transaction: 7/1/2019 – 12/31/2020^(a)		30%		75 bps		150 bps		300 bps		-1060 bps		0	%

Post-Transaction: 1/1/2021 – 12/31/2021		20%		50 bps		100 bps		200 bps		+230 bps		40	%

Adjusted Operating EBITDA

1. 2nd half of 2018 vs 2nd half of 2019		10%		3%		6%		9%		-5.4%		0	%

2. Full year 2019 vs Full year 2020		20%		3%		6%		9%		-4.9%		0	%

3. Full year 2020 vs Full year 2021		20%		3%		6%		9%		23.2%		40	%

												80	%

(a)	Adjusted ROIC performance prior to separation of N&B included restricted cash.

The table below reflects the actual and adjusted payout results based on the exclusion of Laird Performance Materials:

Performance Metric / Period

Payout %

Adjusted
Payout %

Target

Actual

Result

Adjusted

Result

Adjusted ROIC

Post-Transaction:1/1/2021–12/31/2021

159%

200%

+100 bps

+150 bps

+230 bps

Adjusted Operating EBITDA

3. Full Year 2020 vs Full Year 2021

200%

200%

6% growth

25.6%

23.2%

2022 Proxy Statement

Compensation Discussion & Analysis

The table below shows the target number of units granted in 2019 and the actual number of units earned, excluding dividend equivalent units.



Named Executive Officer	Target PSUs Granted (#)		Payout %			PSUs Earned (#)

Edward D. Breen		45,414		80	%		36,331

Lori D. Koch		6,812		80	%		5,450

Erik T. Hoover		13,624		80	%		10,899

Jon Kemp		13,624		80	%		10,899

Randy Stone		13,624		80	%		10,899

Matthias Heinzel		13,624		80	%		7,517	^(a)

Rose Lee		13,624		80	%		0	^(b)

(a)	Per the Terms and Conditions of the award, Mr. Heinzel was entitled to a prorated award payout. Earned units reflects prorated target.

(b)	Ms. Lee forfeited any award when she resigned from the Company on August 31, 2021.

Benefits and Perquisites

Benefits

DuPont provides benefits (including retirement benefits) to eligible employees, including the eligible NEOs, through a combination of qualified and non-qualified plans. For details on each of the following retirement plans, see “Benefits” in the “Compensation Tables and Narratives” section of the Proxy Statement.

•

Supplemental Retirement Plans

•

401(k) Plans

•

Supplemental Savings Plans

•

Other Retirement Benefits

Perquisites

DuPont offers perquisites that the Committee believes are reasonable, yet competitive, in attracting and retaining the executive team. Perquisites provided to NEOs are regularly reviewed by the Committee as part of their overall review of executive compensation. More information on perquisites can be found in footnote (h) to the All Other Compensation column of the Summary Compensation Table in this Proxy Statement. The following outlines the limited perquisites provided to executives:

•

Financial planning support

•

Personal travel on corporate aircraft and related travel expenses

•

Personal use of company car

•

Tax equalization and host country tax payments for Mr. Heinzel

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Compensation Discussion & Analysis

The Compensation Process

The Committee, with the support of an independent compensation consultant and Company management, develops and executes the executive compensation program. The Committee is responsible for recommending for approval by the independent directors the compensation of the CEO, and for approving the compensation of all other NEOs and executive officers. The Committee annually reviews and evaluates the executive compensation program to ensure that the program is aligned with the Company’s compensation philosophy and appropriately rewards performance.

The Committee reviews the following factors to determine executive compensation:

•

Competitive analysis: Median levels of compensation for similar jobs and job levels in the market, considering revenue relative to the peer group.

•

Company performance: Measured against financial metrics and operational targets approved by the Committee.

•

Market landscape: Business climate, economic conditions and other factors.

•

Individual roles: Each executive’s experience, knowledge, skills and personal contributions.

Role of Company Management

In 2021, the Executive Chairman and CEO made recommendations to the Committee regarding compensation for senior executives (other than himself) after reviewing the Company’s overall performance, each executive’s personal contributions and relevant compensation market data from the peer group for similar jobs and job levels.

Role of the Committee

The Committee is responsible for establishing DuPont’s executive compensation philosophy and for approving NEO compensation, other than for the CEO, and has broad discretion when setting compensation types and amounts for such NEOs. As part of the process, Company management and the Committee also review summary total compensation scenarios for such NEOs. Additionally, the Committee annually reviews the corporate goals and objectives relevant to the compensation of the CEO. The Committee evaluates the CEO’s performance against his objectives and makes recommendations to the independent directors regarding the compensation level based on that evaluation.

Role of Independent Board Members

The independent members of the Board of Directors are responsible for assessing the performance of the CEO based on the recommendation of the Committee. They are also responsible for approving the compensation types and amounts for the CEO.

Role of the Independent Compensation Consultant

The Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as the independent compensation consultant on executive and director compensation matters. FW Cook reported directly to the Committee and did not provide services to DuPont other than those provided to the Committee.

FW Cook’s responsibilities included:

•

Advising the Committee on trends and issues in executive compensation.

•

Reviewing and advising on the constituents of the peer group.

•

Consulting on the competitiveness of the compensation structure and levels of DuPont’s executive officers and non-employee directors.

•

Reviewing and advising on materials provided to the Committee for discussion and approval.

•

Participating in Committee meetings as requested, including executive sessions of the Committee when management is not present, and communicating with the Chair of the Committee between meetings.

2022 Proxy Statement

Compensation Discussion & Analysis

FW Cook has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the Committee has determined that the compensation consultant’s work has not raised any conflicts of interest. The Committee has considered factors relevant to FW Cook’s independence from Management under SEC rules and has determined that FW Cook is independent from Management.

Peer Group and Benchmarking

In October 2020, taking into consideration the impact of the N&B Transaction, the Committee, with the support of the management team and FW Cook, determined adjustments were needed to the DuPont peer group. This revised peer group has been utilized throughout 2021, including when making 2021 compensation decisions. The criteria reviewed when revising the peer group, were as follows:

•

Revenues (1/3 to 3 times DuPont revenues)

•

Market Capitalization (1/3 to 3 times DuPont market capitalization)

•

Industry (Industrials, Specialty Chemicals, Construction and Materials)

•

Global presence

•

Capital Intensity

•

Profit Margin

•

Competitor for talent

The table below reflects the companies that comprise the peer group that was used for market comparisons, benchmarking and setting executive compensation for 2021.



3M Company	Emerson Electric Co.	Masco Corporation

Air Products and Chemicals, Inc.	Fortive Corporation	Medtronic plc

Celanese Corporation	Honeywell International Inc.	Parker-Hannifin Corporation

Corning Incorporated	Illinois Tool Works Inc.	PPG Industries, Inc.

Danaher Corporation	International Paper Company	Rockwell Automation, Inc.

Dover Corporation	Johnson Controls International plc	The Sherwin-Williams Company

Ecolab Inc.

Other Considerations

Consideration of Say on Pay Vote

The Company conducts an annual “say on pay” vote to approve executive compensation. At the 2021 annual meeting of stockholders, approximately 93.25% of shares voted were in support of the compensation provided to our NEOs. Although the vote is advisory and non-binding on the Board, the Committee regularly considers the results of the “say on pay” vote in evaluating the Company’s executive compensation programs, including for 2021 executive compensation. In light of the feedback from our stockholders and the Committee’s evaluation, the Committee concluded that the Company provides competitive executive compensation programs that effectively attract, motivate, reward and retain executives in a manner aligned with stockholder interests.

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Compensation Discussion & Analysis

Stock Ownership Guidelines

The Company requires that NEOs accumulate and hold shares of DuPont common stock with a value equal to a specified multiple of base pay.

For purposes of meeting the stock ownership guidelines, direct ownership of shares, unvested RSUs, and stock units owned via qualified and non-qualified employee plans are included in actual ownership totals. Stock Options and PSUs are not included in determining whether an executive has achieved the ownership levels.

Stock ownership guidelines include a retention ratio requirement. Under the policy, 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 taxes and/or exercise price. The multiples for specific executive levels are shown below. As of December 31, 2021, each NEO either met or exceeded their ownership goal or was within the five-year period allowed to meet the guidelines.



Multiple of Salary	Target	Actual

Executive Chairman and CEO	6x	19x

Other NEOs average^(a)	3x	5x

(a)	Includes only NEOs who were employed on December 31, 2021.

Anti-Hedging and Anti-Pledging Policies

Our directors and officers are prohibited from engaging in hedging transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) with respect to the Company’s securities. They also are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan. Employees, other than officers, are generally permitted to, but discouraged from, engaging in transactions designed to hedge or offset market risk.

Clawback Policy

Under the DuPont de Nemours, Inc. Incentive Compensation Clawback Policy, the Company may recover all or a portion of incentive compensation in the event an executive engages in Misconduct, meaning that (i) the executive’s employment is terminated for cause; (ii) the executive has breached a non-compete or confidentiality covenant; or (iii) the executive engaged in grossly negligent conduct or intentional misconduct that resulted in a financial restatement or in any increase in his or her incentive income. Incentive income includes income related to annual bonuses and long-term incentives.

Compensation and Risk Management

The Committee periodically reviews the Company’s compensation policies and practices and has determined that the incentive compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In conducting the review in 2021, the Company completed an inventory of its incentive compensation plans and policies. The evaluation covered a wide range of practices and policies including: the balanced mix between pay elements, the balanced mix between short-term and long-term programs, caps on incentive payouts, governance controls in place to establish, review and approve goals, use of multiple performance measures, discretion on individual awards, use of stock ownership guidelines, provisions in severance/change in control policies, use of a clawback policy, and Committee oversight of compensation programs.

2021 Tax Considerations

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 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 applicable NEOs 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.

2022 Proxy Statement

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Compensation Tables

and Narratives

Summary Compensation Table

The following table summarizes the compensation of the NEOs for the fiscal year ended December 31, 2021.



Name and Principal Position	Year		Salary ($)		Bonus ($)^(a)		Stock Awards ($)^(b)		Option Awards ($)^(c)		Non-Equity Incentive Plan Compensation ($)^(d)		Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)^(e)		All Other Compensation ($)^(h)		Total ($)

Edward D. Breen^(f)		2021		1,000,000		—		9,274,863		2,200,006		2,269,500		—		362,617		15,106,986

Chief Executive Officer		2020		1,000,000		333,000		7,933,152		2,361,998		717,000		—		524,286		12,869,436

		2019		1,387,833		—		15,700,061		—		2,583,700		—		601,156		20,272,750

Lori D. Koch		2021		700,000		—		2,529,585		600,000		1,059,100		—		148,389		5,037,074

Chief Financial Officer		2020		646,667		194,250		1,908,360		500,008		418,250		14,329		82,947		3,764,811

Erik T. Hoover		2021		566,667		—		1,011,848		240,010		1,130,968		—		95,062		3,044,555

Senior Vice President, General Counsel

Jon Kemp		2021		600,000		—		4,318,817		550,002		958,200		—		101,300		6,528,319

President, Electronics and Industrial

Randy Stone		2021		600,000		—		5,583,649		850,010		958,800		—		106,970		8,099,429

President, Mobility and Materials		2020		600,000		276,000		1,335,915		350,002		207,000		—		108,044		2,876,961

Matthias Heinzel^(g)		2021		191,725		830,809		—		—		1,257,012		—		5,675,331		7,954,877

Former President, Nutrition and Biosciences		2020		827,980		340,782		1,068,680		280,007		356,101		223,611		561,806		3,658,968
Former President, Nutrition and Biosciences		2019		727,632		62,777		5,400,004		600,001		2,008,798		286,864		48,121		9,134,197

Rose Lee		2021		416,667		—		3,583,584		850,010		—		—		119,246		4,969,507

Former President, Water and Protection		2020		625,000		241,875		1,335,915		350,002		195,625		—		112,119		2,860,536

Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar.

(a)

Bonus amount for 2020 reflects the portion of the STIP compensation which was attributed to discretion as detailed in the “Annual Incentive Compensation” section of the 2021 Proxy. This income was paid in 2021 for performance in 2020. Mr. Heinzel’s 2019 and 2020 values included a 13^th month payment equal to one month of his base salary in each year while his 2021 value only reflects a retention award payment.

(b)

Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes, FASB ASC Topic 718. Value of the Performance Share program, shown at Target, if valued assuming a maximum payout, the value of the awards would be: Mr. Breen, $14,149,617; Ms. Koch, $3,859,086; Mr. Hoover, $1,543,634; Mr. Kemp, $3,537,404; Mr. Stone, $5,467,025; and Ms. Lee, $5,467,025. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(c)

DuPont’s valuation for financial accounting purposes uses the widely accepted Black-Scholes option valuation model. Options awarded on March 2, 2021 had a grant date fair value of $16.92 per option and an exercise price of $72.98. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

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Compensation Tables and Narratives

(d)	Individual Short-Term Incentive Compensation results are detailed in the Short-Term Incentive Compensation section of the CD&A and reflect income paid in 2022 for actual performance achieved in 2021.

(e)

Messrs. Breen, Hoover, and Stone and Ms. Lee were not participants in the DuPont Pension Restoration Plan. Values for all employees with a pension value experienced a decrease in 2021: Ms. Koch, $2,621, Mr. Kemp, $18,153, and Mr. Heinzel $117,320. DuPont does not credit participants in the non-qualified plans with above-market earnings; therefore, no such amounts are reflected here.

(g)

Mr. Heinzel was a German employee and his salary, bonus, and other non-equity related compensation items are paid in Euros. U.S. Dollar amounts in this Proxy statement with respect to Mr. Heinzel have been converted from Euros at a rate of 1.13 Dollars to one Euro. The exchange rate used was calculated by averaging exchange rates for each day in December 2021.

(h)	All Other Compensation includes: post-employment payments; perquisites and other personal benefits; and employer contributions to both qualified and non-qualified defined contribution plans, as applicable.

The following table details these amounts:



Name	Post-Employment Payments ($)			Perquisites and Other Personal Benefits ($)⁽¹⁾		Contributions to Defined Contribution Plans ($)

Edward D. Breen		—			178,117		184,500

Lori D. Koch		—			30,264		118,125

Erik T. Hoover		—			10,987		84,075

Jon Kemp		—			9,500		91,800

Randy Stone		—			9,500		97,470

Matthias Heinzel		5,642,071	⁽²⁾		32,664		596

Rose Lee		37,660	⁽³⁾		4,711		76,875

(1)	The NEOs received the following perquisites and other personal benefits:

Mr. Breen: Personal use of company aircraft ($178,079) and personal use of company car.

ii.

Ms. Koch: Personal use of company aircraft ($30,226) and personal use of company car.

iii.

Mr. Hoover: Financial and tax planning.

iv.

Mr. Kemp: Financial and tax planning.

Mr. Stone: Financial and tax planning.

vi.

Mr. Heinzel: Tax service expenses related to his commuter assignment ($26,400) and personal use of company car.

vii.

Ms. Lee: Financial and tax planning.

Personal use of aircraft includes use of corporate aircraft for travel to outside board meetings. The incremental cost to the Company of personal use of Company aircraft is calculated for the direct operating costs for each personal flight including fuel, landing, catering, handling, aircraft maintenance hourly maintenance service plan charges and crew travel costs. Fixed costs, which do not change based upon usage, such as pilot salaries or depreciation of the aircraft or maintenance costs not related to personal travel, are excluded. No NEO is provided a tax reimbursement for personal use of aircraft.

(2)

Mr. Heinzel’s post-employment payment value reflects the following items: Severance ($2,492,423), payment for company-waived garden leave service ($575,175), 13^th month payment ($63,909), prorated 2021 company contributions to the Versorgungslohn ($1,448) and retention payments ($1,661,618 and $847,500).

(3)	Ms. Lee’s post-employment payment value reflects a payout of accrued vacation

2022 Proxy Statement

Compensation Tables and Narratives

Grants of Plan-Based Awards

The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. This table includes both equity and non-equity awards.


Name	Grant Date		Date of Action by the Committee		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 (#)^(a)		All Other Option Awards: Number of Securities Underlying Options (#)^(b)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)^(c)
Name	Grant Date		Date of Action by the Committee		Threshold ($)	Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)^(c)

Edward D. Breen		2/18/2021		2/18/2021			1,500,000		3,000,000
Edward D. Breen		3/2/2021		3/2/2021													30,146						2,200,055

		3/2/2021		3/2/2021							45,218		90,436		180,872								7,074,808

		3/2/2021		3/2/2021															130,024		72.98		2,200,006

Lori D. Koch		2/17/2021		2/17/2021			700,000		1,400,000

		3/2/2021		3/2/2021													8,222						600,042

		3/2/2021		3/2/2021							12,333		24,665		49,330								1,929,543

		3/2/2021		3/2/2021															35,461		72.98		600,000

Erik T. Hoover		2/17/2021		2/17/2021			525,000		1,050,000
Erik T. Hoover		3/2/2021		3/2/2021													3,289						240,031

		3/2/2021		3/2/2021							4,933		9,866		19,732								771,817

		3/2/2021		3/2/2021															14,185		72.98		240,010

Jon Kemp		2/17/2021		2/17/2021			600,000		1,200,000

		3/2/2021		3/2/2021													7,537						550,050

		3/2/2021		3/2/2021							11,305		22,609		45,218								1,768,702

		3/2/2021		3/2/2021															32,506		72.98		550,002

		9/1/2021		8/16/2021													27,234						2,000,065

Randy Stone		2/17/2021		2/17/2021			600,000		1,200,000

		3/2/2021		3/2/2021													11,648						850,071

		3/2/2021		3/2/2021							17,471		34,942		69,884								2,733,513

		3/2/2021		3/2/2021															50,237		72.98		850,010

		9/1/2021		8/16/2021													27,234						2,000,065

Matthias Heinzel^(d)		2/17/2021		2/17/2021			830,808		1,661,616

Rose Lee		2/17/2021		2/17/2021			625,000		1,250,000

		3/2/2021		3/2/2021													11,648						850,071

		3/2/2021		3/2/2021							17,471		34,942		69,884								2,733,513

		3/2/2021		3/2/2021															50,237		72.98		850,010

(a)	Restricted Stock Unit awards as described in the Long-Term Incentive Compensation section.

(b)	Stock Option awards as described in the Long-Term Incentive Compensation section.

(c)	Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table, FASB ASC Topic 178.

(d)	Mr. Heinzel left the Company on March 31, 2021 and as such was not awarded any equity compensation.

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Compensation Tables and Narratives

Outstanding Equity Awards

The following table lists outstanding equity grants for each NEO as of December 31, 2021. The table includes outstanding equity grants from past years as well as the current year including awards denominated in Dow or Corteva common stock.


			Option Awards								Stock Awards

	Grant Date	Stock Ticker	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)

Edward D. Breen	05/13/2015	DD										966		77,998
	06/05/2015	DD										148		11,969
	11/06/2015	DD		170,933		—		74.48		11/05/2022

	02/02/2017	DD		113,955		—		85.81		02/01/2027

	11/06/2017	DD		35,890		—		101.44		11/05/2027

	02/15/2018	DD		273,825		—		103.76		02/14/2028

	02/14/2019	DD										27,313		2,206,371

	08/03/2020	DD		75,415		150,830		53.50		08/02/2030		24,469		1,976,633		112,150		9,059,477

	03/02/2021	DD		—		130,024		72.98		03/01/2031		29,290		2,366,038		90,436		7,305,420

	05/13/2015	CTVA										956		45,219

	06/05/2015	CTVA										147		6,939

	02/02/2017	CTVA		113,955		—		34.68		02/01/2027

	11/06/2017	CTVA		35,890		—		41.00		11/05/2027

	02/15/2018	CTVA		273,825		—		41.94		02/14/2028

	02/14/2019	CTVA										27,054		1,279,100

	05/13/2015	DOW										1,071		60,775

	06/05/2015	DOW										164		9,326

	02/02/2017	DOW		113,955		—		60.19		02/01/2027

	11/06/2017	DOW		35,890		—		71.15		11/05/2027

	02/15/2018	DOW		273,825		—		72.78		02/14/2028

	02/14/2019	DOW										30,305		1,718,906

Lori D. Koch	02/04/2015	DD		2,402		—		80.07		02/03/2022
	02/03/2016	DD		3,810		—		66.21		02/02/2026
	02/02/2017	DD		2,932		—		85.81		02/01/2027

	02/15/2018	DD		1,240		—		103.76		02/14/2028

	02/14/2019	DD										769		62,116

	08/05/2019	DD		25,317		—		66.06		08/04/2029

	02/19/2020	DD		18,854		37,708		53.50		02/18/2030		6,483		523,682		28,038		2,264,910

	03/02/2021	DD		—		35,461		72.98		03/01/2031		8,319		672,036		24,665		1,992,439

	02/15/2018	CTVA		1,240		—		41.94		02/14/2028

	02/15/2018	DOW		1,240		—		72.78		02/14/2028

2022 Proxy Statement

Compensation Tables and Narratives


			Option Awards							Stock Awards

	Grant Date	Stock Ticker	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)

Erik T. Hoover	02/04/2015	DD		3,930	—		80.07		02/03/2022

	02/03/2016	DD		2,539	—		66.21		02/02/2026

	02/02/2017	DD		5,332	—		85.81		02/01/2027

	02/15/2018	DD		8,624	—		103.76		02/14/2028

	02/14/2019	DD									3,956		319,526

	08/05/2019	DD		50,633	—		66.06		08/04/2029

	02/19/2020	DD		7,918	15,838		53.50		02/18/2030		2,723		219,992		11,776		951,265

	03/02/2021	DD		—	14,185		72.98		03/01/2031		3,328		268,831		9,866		796,975

	02/15/2018	CTVA		8,624	—		41.94		02/14/2028

	02/15/2018	DOW		8,624	—		72.78		02/14/2028

Jon Kemp	02/03/2016	DD		7,066	—		66.21		02/02/2026

	02/02/2017	DD		9,597	—		85.81		02/01/2027

	02/15/2018	DD		12,128	—		103.76		02/14/2028

	02/14/2019	DD									2,095		169,200

	08/05/2019	DD		50,633	—		66.06		08/04/2029

	02/19/2020	DD		13,197	26,396		53.50		02/18/2030		4,539		366,626		19,627		1,585,469

	03/02/2021	DD		—	32,506		72.98		03/01/2031		7,626		616,047		22,609		1,826,355

	09/01/2021	DD									27,338		2,208,387

	02/15/2018	DOW		12,128	—		72.78		02/14/2028

Randy Stone	02/04/2015	DD		4,565	—		80.07		02/03/2022
	02/03/2016	DD		4,969	—		66.21		02/02/2026
	02/02/2017	DD		10,665	—		85.81		02/01/2027

	02/15/2018	DD		17,249	—		103.76		02/14/2028

	02/14/2019	DD									4,499		363,459

	08/05/2019	DD		50,633	—		66.06		08/04/2029

	02/19/2020	DD		13,197	26,396		53.50		02/18/2030		4,389		354,509		19,627		1,585,469

	03/02/2021	DD		—	50,237		72.98		03/01/2031		11,786		952,065		34,942		2,822,615

	09/01/2021	DD									27,338		2,208,387

	02/15/2018	CTVA		17,249	—		41.94		02/14/2028

	02/15/2018	DOW		17,249	—		72.78		02/14/2028

Matthias Heinzel	02/04/2015	DD		1,984	—		80.07		02/03/2022
	02/02/2017	DD		10,665	—		85.81		02/01/2027
	02/15/2018	DD		17,249	—		103.76		02/14/2028

	08/05/2019	DD		50,633	—		66.06		08/04/2029

	02/19/2020	DD		—	10,558		53.50		02/18/2030						6,106		493,243

	02/15/2018	CTVA		17,249	—		41.94		02/14/2028

	02/15/2018	DOW		17,249	—		72.78		02/14/2028

Rose Lee^(e)

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Compensation Tables and Narratives

(a)	Stock Option award grants vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table.

(b)

RSU award grants vest in three equal installments on the first, second, and third anniversaries of the grant date shown in the table. Awards granted to Mr. Breen in 2015 in his capacity as a non-employee director (prior to his being named CEO of EID) must be held until his retirement from service on the Board. Awards granted in September 2021 to Messrs. Kemp and Stone vest on September 1, 2024.

(c)	Market values based on the December 31, 2021 closing stock price of $80.78 per share of DuPont common stock, $47.28 per share of Corteva common stock, and $56.72 per share of Dow common stock.

(d)	PSUs granted February 19, 2020, August 3, 2020, and March 2, 2021 are shown at the target level of performance. The total actual number of shares to be delivered will be determined at the end of the performance period.

(e)	Ms. Lee did not have any equity awards outstanding as of December 31, 2021.

Option Exercises and Stock Vested

The following table summarizes the value received from stock option exercises and stock grants vested during 2021.


	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)^(a)		Value Realized on Vesting ($)

Edward D. Breen		341,866		4,698,672		104,356		15,403,241

Lori D. Koch		—		—		4,243		293,465

Erik T. Hoover		—		—		5,235		370,510

Jon Kemp		13,715		75,839		4,295		302,423

Randy Stone		3,181		40,562		7,119		1,193,419

Matthias Heinzel		16,741		365,955		92,117		7,118,745

Rose Lee		26,448		383,672		6,815		481,655

(a)

Reflects delivery of shares from the 2018, 2019, and 2020 Annual Restricted Stock Unit grants. In addition, Mr. Breen had shares delivered for the payment of FICA and Medicare taxes related to his eligibility for award treatment under 55/10 and Mr. Heinzel had shares delivered under this 2018 and 2019 special award grants. Reflects vesting in DuPont, Corteva, and Dow shares.

Benefits

Pension Benefits

The following table lists the pension program participation and actuarial present value of each NEO’s defined benefit pension, if any, as of December 31, 2021.



Name	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($)^(a)		Payment During Last Fiscal Year ($)

Edward D. Breen^(b)	DuPont Pension Restoration Plan		—		—	—

Lori D. Koch	DuPont Pension Restoration Plan		15.29		87,442	—

Erik T. Hoover^(b)	DuPont Pension Restoration Plan		—		—	—

Jon Kemp	DuPont Pension Restoration Plan		13.69		452,155	—

Randy Stone^(b)	DuPont Pension Restoration Plan		—		—	—

Matthias Heinzel^(b)	DuPont Alters—und Risikovorsorge II Plan		18.25		1,175,175	—
	Versorgungslohn		16.25		391,605	1,448^(c)

Rose Lee^(b)	DuPont Pension Restoration Plan		—		—	—

(a)	The form of payment, interest rate, and mortality are based on assumptions noted in the description below.

(b)	Messrs. Breen, Heinzel, Hoover, and Stone and Ms. Lee are not eligible to, and do not, participate in DuPont’s Pension Restoration Plan.

(c)	Mr. Heinzel received a prorated payout of the 2021 company contribution following his termination. Accumulated benefit will be paid out as a lump sum upon retirement in Germany.

2022 Proxy Statement

Compensation Tables and Narratives

Defined-Benefit Retirement Plans

DuPont Alters- und Risikovorsorge II Plan

Mr. Heinzel is the only NEO who is eligible to participate in the “DuPont Alters- und Risikovorsorge II” plan (the DuPont Old age and risk pension II plan) (“DAUR II Plan”), which is a defined benefit pension plan for accounting purposes. Under the DAUR II Plan, participants are credited with annual contributions equal to 18% of their eligible income, which, in the case of Mr. Heinzel consists of his annual base salary and the “13th month salary,” in excess of the annual social ceiling in Germany (EUR 85,200, in 2021 ($96,276)). Accounts under the DAUR II Plan are credited with interest equal to at least 2.75%. The pension benefit under the DAUR II Plan is payable in a lump sum upon retirement (or, if earlier, upon a disability termination or death). Alternatively, upon application of the participant and consent of the company, the retirement benefit may be paid in five installments over five years.

Versorgungslohn Plan

Mr. Heinzel is the only NEO who is eligible to participate in the Versorgungslohn Plan, a defined benefit pension plan for accounting purposes. This pension plan is financed via deferred compensation and Mr. Heinzel may decide to contribute part of his bonus under the Short-Term Incentive Plan (STIP). Under the Versorgungslohn Plan, the company makes annual contributions pursuant to a reinsurance policy equal to EUR 5,124 ($5,790). Mr. Heinzel’s account is credited with interest equal to at least 3.5%. The pension benefit under the Versorgungslohn Plan is payable in a lump sum upon retirement. Alternatively, upon application of the participant and if the total pension benefit amount exceeds EUR 50,000, the retirement benefit may be paid in five installments over five years.

Supplemental Retirement Plans

The DuPont Pension Restoration Plan

Prior to the Corteva Distribution in 2019, an unfunded non-qualified plan was in place to provide pension benefits which exceeded the applicable IRC compensation or benefit limits. At the time of the DWDP Distributions, DuPont adopted the DuPont Pension Restoration Plan to provide this benefit based on the annuity value and years of credited service under the prior plan, frozen as of May 31, 2019. The form of benefit is a lump sum and 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).

Messrs. Breen, Hoover, and Stone and Ms. Lee were hired after December 31, 2006 and are not eligible to participate in the DuPont Pension Restoration Plan.

Non-qualified Deferred Compensation

The following table provides information on compensation the NEOs have elected to defer as described in the narrative that follows.



Name	Executive Contributions in Last Fiscal Year ($)^(a)		Company Contributions in Last Fiscal Year ($)^(b)		Aggregate Earnings in Last Fiscal Year ($)		Aggregated Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)

Edward D. Breen		105,600		158,400		517,130		—		4,610,157

Lori D. Koch		61,350		92,025		26,386		—		295,646

Erik T. Hoover		38,650		57,975		55,159		—		472,800

Jon Kemp		43,800		65,700		89,019		—		621,749

Randy Stone		47,580		71,370		371,745		—		2,516,492

Matthias Heinzel^(c)		—		—		—		—		—

Rose Lee		33,850		50,775		7,843		—		494,611

(a)	Executive contributions are included in salary for 2021 in the Summary Compensation Table.

(b)	Company contributions are included in All Other Compensation for 2021 in the Summary Compensation Table.

(c)	All plans under which Mr. Heinzel participates are considered tax qualified.

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Compensation Tables and Narratives

Non-Qualified Deferred Compensation Programs

DuPont offers non-qualified deferred compensation programs under which eligible participants can voluntarily elect to defer some portion of base salary, STIP, 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 DuPont Retirement Savings Restoration Plan, there are no company contributions or matches. The DuPont Retirement Savings Restoration Plan was adopted to restore company contributions that would be lost due to IRC limits on compensation that can be contributed under DuPont’s tax-qualified savings plan.

The following provides an overview of the various deferral options as of December 31, 2021.

DuPont Retirement Savings Restoration Plan (“RSRP”):

Under the RSRP, NEOs can elect to defer their eligible compensation (generally, base salary plus STIP) that exceeds the regulatory limits ($290,000 in 2021) in increments of 1% up to 6%. DuPont matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. DuPont also makes an additional contribution of 3% of eligible compensation, regardless of whether the employee elects to make deferrals into the plan. Participant investment options under the RSRP mirror the options available under the tax-qualified 401(k) plan. Distributions may be made in the form of a lump sum or annual installments after separation from service.

Management Deferred Compensation Plan (“MDCP”):

Under the MDCP, NEOs can elect to defer the receipt of up to 60% of their base salary and/or STIP award. The Company does not match deferrals under the MDCP. Participants may select from among seven core investment options under the MDCP for amounts deferred, including DuPont Common 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 if prior to separation from service, or a lump sum or annual installments after separation from service.

Other Retirement Benefits

Messrs. Breen and Stone are currently retirement eligible and entitled to benefits similar to most other salaried employees upon separation from the Company. All of the NEOs active on December 31, 2021 are also entitled to additional benefits in the case of an involuntary termination without cause or a change in control event. The summary below shows the impact of various types of separation events on the different compensation elements the NEOs receive.

Base Salary, Short-Term Incentive and Other Benefits – Retirement, Death, or Disability

•

Base Salary: Paid through date of separation on the normal schedule.

•

Short-Term Incentive: Prorated for the portion of the year worked and paid on the normal schedule.

•

Benefits: All NEOs are eligible for life insurance coverage similar to most other salaried U.S. employees.

•

Retirement Plans: Participants have access, in accordance with elections and plan features, to the following retirement plan benefits:

•

Non-qualified deferred compensation programs as shown in the Non-Qualified Deferred Compensation Table and accompanying narrative.

•

Pension benefits, as applicable, as shown in the Pension Benefits Table and described in the accompanying narrative.

•

Defined contribution 401(k) and German tax-qualified plans.

2022 Proxy Statement

Compensation Tables and Narratives

Outstanding LTI Awards

The following LTI treatment applies if the executive meets the age 55 and 10 years of service requirement:

•

Options continue vesting in accordance with the three-year vesting schedule. Vested options expire at the end of the original term for awards issued prior to 2021 and for the awards issued to Mr. Breen under his employment agreement. For awards in 2021, vested options expire five years following termination or at the end of the original term, whichever is earlier.

•

Restrictions on the regular annual RSUs lapse on the original schedule. Special or one-time RSU awards are forfeited.

•

PSUs are subject to the original performance period, prorated for the number of months of service completed during the performance period.

•

Regardless of the above, any retirement within twelve months of the grant date results in forfeiture of the award. This period of time is reduced to six months for Mr. Breen under his employment agreement.

Voluntary Separation or Termination for Cause

•

Options issued prior to 2021 as well as unvested options issued in 2021 are forfeited. Vested, unexercised options issued in 2021 expire three months following termination or at the end of the original term, whichever is earlier.

•

All RSUs are forfeited.

•

All PSUs are forfeited.

Death

•

Options are fully vested and exercisable and expire one year following death or at the end of the original term, whichever is shorter. The expiration period is two years for awards issued prior to 2021 and awards issued to Mr. Breen under his employment agreement.

•

All RSUs are automatically vested and paid out.

•

PSUs remain subject to the original performance period, prorated for the number of months of service completed during the performance period.

Involuntary Termination without Cause

•

Options are fully vested and exercisable and expire one year (five years in the case of executives who meet the age 55 with 10 years of service requirement, or full original term for awards under Mr. Breen’s employment agreement) following termination or at the end of the original term, whichever is shorter.

•

RSUs are automatically vested and paid out. RSUs issued prior to 2021 continue to vest on their original schedule if the executive meets age 55 with 10 years of service requirement.

•

PSUs remain subject to original performance period, prorated for the number of months of service completed during the performance period.

Potential Payments upon Termination or Change in Control

DuPont has put provisions in place to ensure continuity of management in a potential change in control environment. This Plan is structured to protect the interests of stockholders by including a “double-trigger” mechanism that results in a severance payout only when:

•

A change of control is consummated, and

•

The executive’s employment is terminated by the company without cause, or by the executive for good reason within a specified period following the change in control.

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Compensation Tables and Narratives

Senior Executive Severance Plan (“SESP”)

To ensure that executives remain focused on company business during a period of uncertainty, in 2019, DuPont adopted the SESP. All NEOs, other than Mr. Breen, are participants in the SESP. The plan provides benefits in the event of an involuntary termination without cause and enhanced benefits in the event of an involuntary termination without cause by the Company or voluntary termination by the executive for good reason if the termination occurs within 24 months following a change in control event.

Benefits provided in the event of a termination without cause not in connection with a change in control include:

•

Lump sum cash payment equal to one and a half times the sum of the executive’s base salary and target annual bonus. An annual bonus amount for the year of termination which is equal to the greater of the actual or target bonus amount.

•

Continued health and dental benefits, financial counseling, tax preparation services and outplacement services for one and a half years following the date of termination.

For any benefits to be earned under the plan in connection with a change in control, the change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by the Company without cause or the executive for good reason (a “double trigger”). Benefits include:

•

Lump sum cash payment equal to two times the sum of the executive’s base salary and target annual bonus. An annual bonus amount for the year of termination which is equal to the greater of the actual or target bonus amount.

•

Continued health and dental benefits, financial counseling, tax preparation services and outplacement services for two years following the date of termination.

The plan requires a release of claims as a condition to the payment of benefits and includes twelve-month non-competition and non-solicitation provisions and additional non-disparagement and confidentiality provisions.

E. Breen Employment Agreement

On December 28, 2020, the Company entered into an amended and restated employment agreement with Mr. Breen to extend the term of Mr. Breen’s employment from December 31, 2020 to December 31, 2023 (the “2020 Agreement”). The 2020 Agreement replaces Mr. Breen’s previous employment agreement, which was executed in connection with the Corteva Distribution (the “2019 Agreement”).

The 2020 Agreement provides for an annual salary of $1 million, an annual bonus target of 150% of base salary and an annual long-term incentive grant with a grant date fair value of $10 million at target. Mr. Breen remains eligible for retirement vesting under his incentive awards as applicable upon any employment termination other than by the Company for Cause (as defined in the 2020 Agreement). Mr. Breen’s base salary, annual bonus target and annual long-term incentive target are subject to increase at the discretion of a majority of the independent members of the Board upon recommendation from the Committee.

Under the 2019 Agreement, Mr. Breen would have been entitled to a lump sum retention payment on December 31, 2020 equal to three times his base salary and target bonus as Executive Chairman. In light of Mr. Breen’s return to the Chief Executive Officer role, as part of the 2020 Agreement, the Board approved a successor retention benefit commensurate with that role. Under the 2020 Agreement, Mr. Breen is now eligible for a payment of $10 million on December 31, 2022 and $5 million on December 31, 2023, in each case generally subject to continued employment through the applicable date, with payment of the full amount (to the extent not yet paid) due upon certain earlier qualifying terminations of employment (including a termination by the Company without Cause or by him for “good reason”). In light of this retention benefit, Mr. Breen has waived his eligibility for cash severance payments under the severance arrangements otherwise available to our senior leadership team.

As under the 2019 Agreement, Mr. Breen is eligible for certain severance benefits upon any termination of his employment other than by the Company for Cause: a pro-rata annual bonus payment and the non-cash severance benefits payable upon a qualifying employment termination under the Company’s Senior Executive Severance Plan as in effect immediately before June 1, 2019 (certain employee benefit continuation rights, stock option exercise rights and financial counseling, tax preparation and outplacement benefits), but not any other cash severance payment other than the retention benefit described above. The severance is conditioned upon execution of a release of claims and compliance with certain noncompetition obligations.

2022 Proxy Statement

Compensation Tables and Narratives

The following table summarizes the value of the incremental benefits to be received due to an involuntary termination without cause or a change in control event as of December 31, 2021:

Involuntary Termination or Change in Control Values

Name

Type of Benefit

Involuntary
Termination Without
Cause
($)

Change in Control

($)^(a)

Edward D. Breen

Severance^(b)

15,000,000

LTI Acceleration^(c)

12,869,304

18,960,552

Increase in Present Value of Pension

N/A

Health & Welfare Benefits

43,350

Outplacement & Financial Planning

29,900

Tax Reimbursement

N/A

Lori D. Koch

Severance

2,800,000

3,500,000

LTI Acceleration

1,472,248

2,500,922

Increase in Present Value of Pension

—

Health & Welfare Benefits

27,452

36,602

Outplacement & Financial Planning

23,650

24,500

Tax Reimbursement

N/A

Erik T. Hoover

Severance

2,300,000

2,875,000

LTI Acceleration

599,438

1,776,816

Increase in Present Value of Pension

N/A

Health & Welfare Benefits

28,313

37,750

Outplacement & Financial Planning

23,650

24,500

Tax Reimbursement

N/A

Jon Kemp

Severance

2,400,000

3,000,000

LTI Acceleration

3,444,561

4,164,644

Increase in Present Value of Pension

—

Health & Welfare Benefits

28,908

38,544

Outplacement & Financial Planning

23,650

24,500

Tax Reimbursement

N/A

Randy Stone

Severance

2,400,000

3,000,000

LTI Acceleration

3,552,301

5,372,164

Increase in Present Value of Pension

N/A

Health & Welfare Benefits

28,908

38,544

Outplacement & Financial Planning

23,650

24,500

Tax Reimbursement

N/A

Matthias Heinzel

Severance^(d)

5,640,623

N/A

LTI Acceleration

6,668,252

N/A

Increase in Present Value of Pension

—

N/A

Health & Welfare Benefits

—

N/A

Outplacement & Financial Planning

—

N/A

Tax Reimbursement

N/A

Rose Lee

Severance

N/A

LTI Acceleration

N/A

Increase in Present Value of Pension

N/A

Health & Welfare Benefits

N/A

Outplacement & Financial Planning

N/A

Tax Reimbursement

N/A

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Compensation Tables and Narratives

(a)	An executive must meet the double trigger requirement of being involuntarily terminated within two years of a change in control in order to receive benefits.

(b)

Per the provisions of Mr. Breen’s Amended and Restated Employment Agreement, dated as of December 28, 2020, Mr. Breen is entitled to participate in the Senior Executive Severance Plan in effect immediately prior to June 1,2019 (the “Old SESP”); provided, that Mr. Breen is not eligible to receive the cash payment under Sections 2.1(b)(i) and 2.1(b)(ii) of the Old SESP. The severance value reflects the retention benefits he would be entitled to upon an involuntary termination without cause. Additionally, Mr. Breen is entitled to receive a pro-rata annual bonus upon involuntary termination without cause.

(c)

Excludes LTI awards granted to Mr. Breen in his capacity as a non-employee director prior to his being named CEO of EID. Mr. Breen is eligible for the continued vesting of his all of his LTI awards in the case of a termination without cause. In the case of a double-trigger change in control, the vesting on these awards would accelerate rather than continue to vest over time.

(d)	Mr. Heinzel’s severance amount included the following retention amounts he was entitled to as disclosed in the 2020 DuPont Proxy: $1,661,618 otherwise payable in April 2021 and $847,500 otherwise payable in May 2021.

People and Compensation Committee Interlocks and Insider Participation

The members of the People and Compensation Committee for 2021 were Frederick M. Lowery (Chair), Franklin K. Clyburn, Jr. (Ex-Chair), Alexander M. Cutler, Raymond J. Milchovich, and Deanna M. Mulligan. None of the members of the People and Compensation Committee were at any time during 2021 an officer or employee of the Company. None of the executive officers serve 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 the Board or People and Compensation Committee.

People and Compensation Committee Report

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 People and 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, 2021 (“2021 Annual Report”), as incorporated by reference from this Proxy Statement.

The People and Compensation Committee operates pursuant to a charter that is available at www.investors.dupont.com/investors/dupont-investors/corporate-governance.

This report is submitted by the People and Compensation Committee.

Frederick M. Lowery (Chair)

Alexander M. Cutler

Raymond J. Milchovich

Deanna M. Mulligan

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information is provided about the relationship of the annual total compensation of the Company’s employees (other than the CEO) and the annual total compensation for the CEO, Edward D. Breen. For 2021:

•

The annual total compensation for the median employee was $108,955, and

•

The annual total compensation of the CEO, as reported in the Summary Compensation Table, was $15,106,986.

Based upon the calculation of compensation for both the CEO and the median employee, the estimated ratio of CEO pay to median employee pay for 2021 was 139:1.

The pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio may not be comparable to the pay ratio reported by other companies.

The median employee was identified in 2021 from the population of all employees worldwide as of October 1, 2021 utilizing base pay rather than Summary Compensation Table compensation. The Company calculated annual base pay based on a reasonable estimate of hours worked during 2021 for hourly workers, and upon salary levels for the remaining employees. The Company used a valid statistical sampling methodology to identify employees who the Company expected to be paid within a 5% range of the median. The Company selected an employee from that group as the median employee for purposes of preparing the ratio of CEO pay to median employee pay. The Company also excluded approximately 4,085 employees who joined DuPont through the acquisition of Laird on July 1, 2021.

2022 Proxy Statement

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Agenda Item 2:

Advisory Resolution to Approve

Executive Compensation

As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described in the CD&A section of this Proxy Statement, executive compensation programs are designed to attract and retain talent through the alignment of pay and financial interests of the executives with stockholder value creation.

As described in the CD&A section, the People and Compensation Committee believes the executive compensation programs create incentives for strong operational performance and for the long-term benefit of the Company.

Beginning in 2011, a “say on pay” advisory vote to approve executive compensation has been required for all U.S. public companies under Section 14A of the Exchange Act. Therefore, in accordance with the Exchange Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following non-binding advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders of DuPont de Nemours, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2022 Annual Meeting of Stockholders.

This advisory resolution is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will review and carefully consider the voting results when evaluating the executive compensation programs.

The next “say on pay” advisory vote will occur at the Company’s 2023 Annual Meeting of Stockholders.

The Board of Directors unanimously recommends a vote FOR the approval of the Advisory Resolution to Approve Executive Compensation.

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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:

Ratification of the Appointment of the

Independent Registered Public

Accounting Firm

RESOLVED, that the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2022, made by the Audit Committee with the concurrence of the Board, is hereby ratified.

Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. The Board concurs with, and recommends that stockholders ratify, the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2022 fiscal year. (The Company’s fiscal year is the twelve months ended December 31^st). The appointment of PricewaterhouseCoopers LLP by the Audit Committee, on December 15, 2020, as the independent registered public accounting firm for the 2021 fiscal year, was ratified by the Company’s stockholders on April 28, 2021. PricewaterhouseCoopers LLP has served as the independent registered public accounting firm for the Company since 2019.

Audit Committee Process

Before making its determination on appointment, the Audit Committee carefully considers the qualifications and competence of candidates for the independent registered public accounting firm. For PricewaterhouseCoopers LLP, this included a review of (i) the firm’s relevant technical expertise, significant institutional knowledge of the Company’s operations and industry, and its performance in prior years, (ii) the firm’s independence, including consideration of non-audit services provided by PricewaterhouseCoopers LLP, and processes for maintaining independence, (iii) external data on audit quality and performance of PricewaterhouseCoopers LLP, including the results of the most recent internal quality control review or Public Company Accounting Oversight Board (“PCAOB”) inspection, and peer firms, (iv) the appropriateness of PricewaterhouseCoopers LLP’s fees, (v) the key members of the audit engagement team, and (vi) the firm’s approach to resolving significant accounting and auditing matters including consultation with the firm’s national office, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee is responsible for the audit fee negotiations with PricewaterhouseCoopers LLP and the Audit Committee is directly involved in the selection of the lead engagement partner in conjunction with the mandated 5-year rotation of this position. The current lead engagement partner was appointed for the 2019 audit and as a result, based on the current five-year rotation period, a change in lead engagement partner is expected to occur for the 2024 audit. Additional information may be found in the Audit Committee Report which follows this proposal and in the Audit Committee Charter available on the Company’s website at www.dupont.com/investors/corporate-governance.

Representatives of PricewaterhouseCoopers LLP will attend and be available to answer stockholder questions at the Annual Meeting. PricewaterhouseCoopers LLP may make a statement at the Annual Meeting if they wish.

In the event that the selection of PricewaterhouseCoopers LLP is not ratified by stockholders, the Audit Committee will take that into account in connection with any future decisions as to the selection of a firm to serve as the Company’s auditors, although by law the Audit Committee has final authority over the determination of whether to retain PricewaterhouseCoopers LLP or another firm at any time.

Audit Committee Pre-Approval Policy

To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence in appearance or in fact, the Audit Committee has established policies and procedures requiring its pre-approval of all such services and associated fees.

2022 Proxy Statement

Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The independent registered public accounting firm submits a report annually regarding the audit, audit-related, tax and other services it expects to render in the following year and the associated, forecasted fees to the Audit Committee for its approval. Audit services include the audit of the Company’s Consolidated Financial Statements, separate audits of its subsidiaries, services associated with regulatory filings and attestation services regarding the effectiveness of the Company’s internal controls over financial reporting. Audit-related services are assurance services that are reasonably related to the audit of the Company’s Consolidated Financial Statements or services traditionally provided by the independent registered public accounting firm. Audit-related services include employee benefit plan audits; audits of carve-out financial statements related to divestitures; due diligence services regarding potential acquisitions or dispositions, including tax-related due diligence; internal control reviews and recommendations on internal control requirements, excluding those that are part of the financial statement audit; and agreed-upon or expanded audit procedures related to regulatory requirements. Tax services include selected tax compliance services, advice and recommendation with respect to issues such as tax audits and appeals, restructurings, mergers and acquisitions, and assistance regarding appropriate handling of items on the returns, required disclosures, elections and filing positions available to the Company. Other services include non-financial attestation, assessment and advisory services. The Audit Committee may delegate to one or more members, the authority to grant specific pre-approvals under this policy provided that any pre-approvals so made shall be reported to the full Audit Committee at its next meeting.

If a service has not been included in the annual pre-approval process, it must be specifically pre-approved by the Audit Committee. In situations where the cost of services is likely to exceed the approved fees, excluding the impact of currency, specific pre-approval is required. Requests for specific pre-approvals will be considered by the full Audit Committee. If that is not practical, then the Chair may grant specific pre-approvals when the estimated cost for the service or the increase in fees for a previously pre-approved service does not exceed $500,000. Any such pre-approvals are reported to the full Audit Committee at its next meeting.

Independent Registered Public Accounting Firm Fees

The Audit Committee pre-approved all services rendered by and associated fees paid to the Company’s independent public accounting firm PricewaterhouseCoopers LLP for the 2021 and 2020 fiscal years.



Type of Fees

	2021			2020*

	$ in thousands			$ in thousands

Audit Fees^(a)		$	19,420		$	24,570

Audit-Related Fees^(b)			3,345			12,600

Tax Fees^(c)			145			60

All Other Fees^(d)			20			25

TOTAL		$	22,930		$	37,255

*	2020 fees were higher than 2021 fees primarily as a result of higher audit and audit-related fees related to the separation of the N&B Business on February 1, 2021.

(a)	The aggregate fees billed are for the integrated audit of the Company’s annual financial statements and internal control over financial reporting, the reviews of the financial statements in quarterly reports on Form 10-Q, comfort letters, consents, statutory audits, and other regulatory filings.

(b)	The aggregate fees billed are primarily for audits of carve-out financial statements, assessment of controls relating to outsourced services, services supporting divestiture activities and agreed-upon procedures engagements.

(c)	PricewaterhouseCoopers LLP aggregate tax fees billed are primarily for tax compliance, tax audit assistance, and consultation and advice on business tax matters.

(d)	The aggregate fees billed are for miscellaneous services.

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AGENDA ITEM 3: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors recommends that you vote FOR this agenda item.

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Audit Committee Report

The Audit Committee operates pursuant to a charter that is available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance. All references to the Committee in this report refer to the Audit Committee.

The Audit Committee of the Board is comprised entirely of independent directors who meet the independence, experience and other qualification requirements of the New York Stock Exchange (“NYSE”) and the Company. The Board has determined that all of the Committee members are financially literate and that Terrence M. Curtin, Eleuthère I. du Pont, Luther C. Kissam and Steven M. Sterin are audit committee financial experts as defined by the applicable standards.

The Audit Committee held eight meetings during 2021. The Committee received updates from senior finance leadership, including the Chief Financial Officer (“CFO”), Controller, the internal auditor, and the independent registered public accounting firm at each of these meetings.

Unless determined unnecessary by the Committee, these meetings also included executive sessions among the Committee members only and separate, private sessions between the Committee and a) one or more of the independent registered public accounting firm’s lead client service partners, b) the internal auditor, and c) the CFO. In addition, the Committee met in private session with the General Counsel. Numerous other informal meetings and communications among various Committee members, the independent registered public accounting firm, the internal auditor, senior finance leadership and/or other members of the Company’s management also occurred.

On behalf of the Board, the Committee oversees the Company’s financial reporting process and its internal control over financial reporting, areas for which management has the primary responsibility. In connection with its oversight responsibilities, the Committee meetings include on a periodic basis, review and discussion with:

•

the internal auditor, the Chief Information Officer and the Chief Information Security Officer regarding information technology general controls;

•

the Treasurer regarding financial risk management, including insurance, foreign exchange agreements, hedges, swaps and other derivatives;

•

the General Counsel regarding legal and regulatory matters; and

•

the General Counsel and internal auditor regarding ethics and compliance matters, including required corporate training programs and metrics.

Also, at least annually the Committee reviews and discusses with management and the internal auditor, the Company’s controls and procedures over certain environmental, social and governance data disclosed by it.

The independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States and for issuing its report on the Company’s internal control over financial reporting.

In this context, the Committee has reviewed and discussed with management and PricewaterhouseCoopers LLP, the audited financial statements, the quarterly unaudited financial statements, matters relating to the Company’s internal control over financial reporting and the processes that support certifications of the financial statements by the Company’s Chief Executive Officer and CFO.

Among other items, the Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the standards of the PCAOB and the SEC. The Committee reviewed and discussed with PricewaterhouseCoopers LLP, the firm’s judgments as to the quality of the accounting principles applied in the Company’s financial reporting and the critical audit matters (‘‘CAMs’’) addressed in the audit and the relevant financial statement accounts or disclosures that relate to each CAM. The Committee has received from PricewaterhouseCoopers LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence. The Committee has discussed with PricewaterhouseCoopers LLP their firm’s independence from the Company and its management. In addition, the Committee has received written materials addressing PricewaterhouseCoopers LLP’s internal quality control procedures and other matters as required by the NYSE listing standards.

2022 Proxy Statement

Audit Committee Report

Further, the Committee pre-approves and reviews audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm and the related fees for such services pursuant to the Pre-Approval Policy. The Committee has pre-approved all services provided and fees charged by the independent registered public accounting firm to the Company and has concluded that such services are compatible with the auditors’ independence.

Relying on the reviews and discussions referred to above, the Committee recommended to the Board, and the Board approved, that the audited financial statements and management’s report on internal control over financial reporting be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the U.S. Securities and Exchange Commission. The Committee has also selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company and its subsidiaries for 2022. The Board has concurred with that selection and has presented the matter to the stockholders of the Company for ratification.

This report is submitted by the Audit Committee.

Amy G. Brady

Ruby R. Chandy

Terrence R. Curtin

Eleuthère I. du Pont

Luther C. Kissam

Steven M. Sterin (Chair)

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Agenda Item 4:

Stockholder Proposal — Independent Board Chair

Mr. Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY 11021, who represents that he owns no less than 200 shares of the Company’s common stock, is the proponent of the following proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at the Annual Meeting. The Company is not responsible for the content of the stockholder proposal or supporting statement.

Proposal 4 – Independent Board Chair

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The shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.

The Chairman shall not be a former CEO of the company.

This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in 2020. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

With the current CEO serving as Chair this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman.

A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of the lead director duties to the CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.

The lack of an independent Board Chairman is an unfortunate way to discourage new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would not stand up to effective oversight.

Please vote yes:

Independent Board Chairman – Proposal 4

2022 Proxy Statement

Agenda Item 4: Proposal 4 — Independent Board Chair

Company’s Statement and Recommendation

The Board recommends a vote AGAINST this agenda item.

One of the most important tasks undertaken by a board is to select the leadership of the board and the company. In order to execute this critical function most effectively and in the best interests of the stockholders, a board must maintain the flexibility to determine the appropriate leadership in light of the circumstances at a given time. Accordingly, our governing documents provide the Board with the flexibility to determine the optimal leadership structure for the Company, including, when appropriate, separating the positions of Chair of the Board and CEO. We believe that it is important for the Board to continue to determine on a case-by-case basis the most effective leadership structure for us, rather than take a rigid approach, as called for by the stockholder proposal. We believe that the Company and its stockholders benefit from this flexibility, and that the directors are best positioned to lead this evaluation given their knowledge of our leadership team, strategic goals, opportunities, and challenges.

The Board has determined that at the present time shareholders and the Board are best served by having Mr. Breen serve as the Executive Chairman of the Board and CEO. This is due, in part, to Mr. Breen’s role in orchestrating the strategic transformation of our Company, including through the DWDP Merger and subsequent separations of Dow and Corteva into independent public companies, the separation and sale of our N&B business to IFF, the proposed sale of a substantial portion of our M&M business to Celanese, as well as our recent acquisition of Laird Performance Materials and our recently announced proposed acquisition of Rogers Corporation. Mr. Breen is a proven leader with significant prior experience as a CEO and board member at Tyco International, plc and General Instrument Corporation and currently as lead independent director at Comcast Corporation. The Company has greatly benefitted from his strong leadership, including through the on-going pandemic.

We are committed to strong, independent leadership of the Board. Our Corporate Governance Guidelines provide that if the Chair is not an independent director, as is the case with Mr. Breen, another director will be appointed to serve as independent Lead Director. Our independent directors have appointed Mr. Cutler to the role of Lead Director. Mr. Cutler has extensive leadership and corporate governance experience having previously served as the Chairman and CEO of Eaton Corporation, as well as a member of the Executive Committee of the Business Roundtable. In addition, Mr. Cutler currently serves as the independent Lead Director at KeyCorp. Our Corporate Governance Guidelines provide for a robust independent Lead Director role with the following responsibilities:

•

preside at all meetings of the Board at which the Chair is not present, including executive sessions of the Board’s independent directors;

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serve as liaison between any non-independent directors (including the Chair, if applicable), on the one hand, and the independent directors, on the other hand;

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review and approve information sent to the Board;

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participate in the development of meeting agendas and schedules and consult with the Chair regarding the same;

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

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

•

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

•

have authority to call meetings of the Board’s independent directors; and

•

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

The guidance and direction provided by the Lead Director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps us operate in the long-term interests of stockholders, while maintaining a strong, independent perspective.

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Agenda Item 4: Proposal 4 — Independent Board Chair

In addition, our existing corporate governance practices reinforce the Board’s alignment with, and accountability to, stockholders. The Board’s committee charters delineate the significant authority and responsibilities of the Board committees, and the Board, as well as its committees, can retain outside advisors to assist in the performance of their duties. Other than Mr. Breen, all of the Company’s directors are independent and all standing committees of the Board are composed entirely of independent directors. After each regularly scheduled Board meeting, both the full Board and the independent directors of the Board meet in executive session, with the independent directors’ session chaired by the Lead Director. Other current governance practices include annual election of directors, majority voting for each director, proxy access, an annual Board, committee and director evaluation process, stockholders’ right to call special meetings at which they can nominate director candidates or propose other business, stockholders’ ability to submit names of director candidates directly to the Board for consideration, and stockholders’ ability to communicate directly with the Board in the manner described in our Corporate Governance Guidelines.

In addition to implementing robust corporate governance practices, the Board has been responsive to stockholder concerns. Most recently, we began reporting on plastic pollution and on the diversity of our U.S. based employees through public disclosure of our EEO-1 report, in each case, after the Board’s thoughtful consideration of the significant levels of stockholder support received by the respective stockholder proposals at the Company’s 2021 annual meeting.

For these reasons, the adoption of this agenda item is not in the best interests of our stockholders and the Board recommends a vote against this agenda item.

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AGENDA ITEM 4: STOCKHOLDER PROPOSAL—INDEPENDENT BOARD CHAIR

The Board of Directors recommends that you vote AGAINST this agenda item.

2022 Proxy Statement

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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 2023 Annual Meeting of Stockholders of DuPont de Nemours, Inc. (“2023 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 December 9, 2022.

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 2023 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on December 9, 2022, and the close of business on January 8, 2023. However, as provided in the Bylaws, different deadlines apply if the 2023 Meeting is called for a date that is not within 30 days before or after the anniversary of the Annual 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 2023 Meeting and no later than the close of business on the later of the 90th day prior to the 2023 Meeting and 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 https://www.investors.dupont.com/investors/dupont-investors/corporate-governance.

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 2023 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 9, 2022, and the close of business on December 9, 2022. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance.

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.

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Additional Information

Electronic Delivery of Proxy Materials

Stockholders may request proxy materials be delivered to them electronically in 2023 by visiting https://enroll.icsdelivery.com/dd. 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 Annual Report are posted on DuPont’s website at https://www.investors.dupont.com/investors/dupont-investors/filings-and-reports and at www.proxyvote.com.

Copies of Corporate Governance Documents

The Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Director Code of Conduct, Code of Financial Ethics, board committee charters and other governance documents are posted on DuPont’s website at https://www.investors.dupont.com/investors/dupont-investors/corporate-governance. Stockholders may receive printed copies of each of these documents without charge by contacting the Office of the Corporate Secretary, 974 Centre Road, CRP Building 730, Wilmington, DE 19805.

2022 Proxy Statement

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Appendix A

Non-GAAP Reconciliation

Overview

TDCC was determined to be the accounting acquirer in the DWDP Merger and as a result, EID’s assets and liabilities were reflected at fair value as of the close of the DWDP Merger. In connection with the Dow and Corteva Distributions, the historical results of Dow and Corteva for the applicable periods prior to the DWDP Distributions are reflected as discontinued operations in DuPont’s consolidated financial statements.

Non-GAAP Financial Measures

The tables below include information that does not conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are considered non-GAAP measures. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company, including allocating resources. DuPont’s management believes these non-GAAP financial measures are useful to investors because they provide additional information related to the ongoing performance of DuPont to offer a more meaningful comparison related to future results of operations. These non-GAAP financial measures supplement disclosures prepared in accordance with U.S. GAAP, and should not be viewed as an alternative to U.S. GAAP. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. These Non-GAAP measures have been reconciled to U.S. GAAP based on the definitions provided below and, if applicable, further adjusted for exclusions and discretionary items approved by the People and Compensation Committee (P&CC). The P&CC determined it was appropriate to Adjust STIP results to exclude the results of the Laird Performance Materials (“Laird PM”) acquisition from Corporate Adjusted EPS and Segment Operating EBITDA. This exclusion, along with the impact of the use of negative discretion due to challenges of business planning at the start of 2021 and faster than expected macroeconomic recovery, are further discussed in the Compensation Discussion and Analysis Section of the Proxy Statement, and only occurred in 2021. Financial measures contained herein are presented on the same basis as the 2021 Annual Report on Form 10-K.

Corporate adjusted earnings per common share (“Corporate Adjusted EPS”), is defined as earnings per common share from continuing operations – diluted, excluding the after-tax impact of significant items, after-tax impact of amortization expense associated with intangibles acquired as part of the DWDP Merger and the after-tax impact of non-operating pension / OPEB benefits / charges. The Biomaterials, Clean Technologies and Solamet businesses are excluded. Although amortization of EID intangibles acquired as part of the DWDP Merger 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 fully amortized. Any future acquisitions may result in amortization of additional intangible assets.

Segment Operating EBITDA is defined as earnings (i.e. income (loss) from continuing operations before income taxes) before interest, depreciation, amortization, non-operating pension / OPEB benefits / charges, and foreign exchange gains / losses, adjusted for significant items and to exclude the results of Corporate.

Significant items are items that arise outside the ordinary course of the Company’s business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence. Management classifies as significant items certain costs and expenses associated with acquisition, integration and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance.

Organic Revenue is defined as net sales excluding Corporate, adjusted for the change in currency from 2021 budget forecast and the change in portfolio from 2021 budget forecast.

2022 Proxy Statement

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Appendix A

Significant Items Impacting Results ⁽¹⁾



In Millions, Except Per Share Amounts (Unaudited)	Net Income⁽²⁾								EPS-Diluted⁽³⁾

Twelve Months Ended December 31,	2021				2020				2021				2020

Reported Results (GAAP):		$	1,756			$	(2,434	)		$	3.23			$	(3.31	)

- Significant Items:

Acquisition, integration and separation costs			(111	)			(150	)			(0.20	)			(0.20	)

Restructuring and asset-related charges – net			(42	)			(143	)			(0.08	)			(0.20	)

Goodwill impairment charge			—				(3,214	)			—				(4.37	)

Asset Impairment charges			—				(503	)			—				(0.68	)

Gain on divestiture			71				338				0.13				0.46

Inventory step-up amortization			(10	)			—				(0.02	)			—

Rogers acquisition financing fees			(16	)			—				(0.03	)			—

Income tax related items			48				128				0.09				0.17

Total significant items		$	(60	)		$	(3,544	)		$	(0.11	)		$	(4.82	)

- DWDP Merger related amortization of intangibles			(366	)			(389	)			(0.67	)			(0.52	)

- Non-op pension / OPEB benefit			39				24				0.07				0.03

- Adjusted results of the Biomaterials, Clean Technologies, and Solamet businesses			59				131				0.11				0.18

Adjusted results (Non-GAAP)		$	2,084			$	1,344			$	3.83			$	1.82

- Additional exclusions & adjustments approved by the P&CC			50				—				0.09				—

Adjusted Results after additional exclusions & adjustments (Non-GAAP)		$	2,034			$	1,344			$	3.74			$	1.82

(1)	See Note 23 to the Consolidated Financial Statements contained in the Company’s 2021 Annual Report on Form 10-K and the schedules to the Company’s Current Report on Form 8-K filed on February 8, 2022 for additional information related to significant items impacting results.

(2)	“Net income (loss) from continuing operations available for DuPont common stockholders.” The income tax effect on significant items is calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.

(3)	“Earnings per common share from continuing operations – diluted.”

Common Shares – Diluted

U.S. GAAP Share Count



In Millions (Unaudited) Twelve Months Ended December 31,	2021		2020

Weighted average common shares – basic		542.7		735.5

+ Dilutive effect of equity compensation plans		1.5		—

Weighted average common shares diluted		544.2		735.5

A-2

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Appendix A

Reconciliation of “Income (loss) from continuing operations, net of tax” to “Operating EBITDA”



In Millions (Unaudited) Twelve Months Ended December 31,	2021				2020

Income (loss) from continuing operations after income taxes (GAAP)		$	1,804			$	(2,406	)

+ Provision for income taxes on continuing operations			392				160

Income (loss) from continuing operations before income taxes		$	2,196			$	(2,246	)

+ Depreciation and amortization			1,395				1,373

- Interest income			4				12

+ Interest expense			503				672

- Non-operating pension/OPEB benefit			52				30

- Foreign exchange gains (losses), net			(53	)			(39	)

- Adjusted significant items			(79	)			(3,643	)

Operating EBITDA (Non-GAAP)		$	4,170			$	3,439

- Corporate Operating EBITDA			(55	)			70

Segment Operating EBITDA (Non-GAAP)		$	4,225			$	3,369

- Additional exclusions & adjustments approved by the P&CC			113				—

Segment Operating EBITDA after additional exclusions & adjustments (Non-GAAP)		$	4,112			$	3,369

Reconciliation of “Net Sales” to “Organic Revenue”



In Millions (Unaudited) Twelve Months Ended December 31, 2021	Total

Net sales (GAAP):		$	16,653

- Corporate Net Sales			502

- Currency			39

- Portfolio			277

Organic Revenue (Non-GAAP):		$	15,835

2022 Proxy Statement

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LOGO

DUPONT DE NEMOURS, INC.

ATTN: OFFICE OF THE CORPORATE SECRETARY

974 CENTRE ROAD, CRP BUILDING 730

WILMINGTON, DE 19805

LOGO

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/DD2022

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.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

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:

D74930-P70397-Z82119 KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DUPONT DE NEMOURS, INC.

The Board of Directors recommends that you vote FOR all director nominees in Agenda Item 1, and FOR Agenda Items 2 and 3.

Election of Directors

Nominees:

For

Against

Abstain

1a. Amy G. Brady

☐

For

Against

Abstain

1b. Edward D. Breen

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Advisory Resolution to Approve Executive Compensation

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1c. Ruby R. Chandy

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Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022

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1d. Terrence R. Curtin

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1e. Alexander M. Cutler

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The Board of Directors recommends that you vote AGAINST the following Stockholder Proposal:

1f. Eleuthère I. du Pont

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1g. Kristina M. Johnson

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Independent Board Chair

☐

1h. Luther C. Kissam

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NOTE: The undersigned authorizes the proxies to vote in their discretion on such other matters as may properly come before the meeting or any adjournment thereof.

1i. Frederick M. Lowery

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1j. Raymond J. Milchovich

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1k. Deanna M. Mulligan

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1l. Steven M. Sterin

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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

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held May 26, 2022:

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,

q DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

D74931-P70397-Z82119

DUPONT DE NEMOURS, INC.

Annual Meeting of Stockholders

May 26, 2022, 1:00 PM Eastern Time

This Proxy is Solicited on Behalf of the Board of Directors.

The undersigned hereby appoints A. M. Cutler and E. D. Breen, 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 May 26, 2022, 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 and 3, and AGAINST Stockholder Proposal 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 DuPont 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 May 23, 2022. The cut-off date for all other shares is May 25, 2022.

Continued and to be signed on reverse side