DEF 14A 1 d126790ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant x

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))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12

E. I. du Pont de Nemours and Company

 

(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 the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
           

 

  (2) Aggregate number of securities to which transaction applies:
           

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
           

 

  (4) Proposed maximum aggregate value of transaction:
           

 

  (5) Total fee paid:
           

 

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1) Amount Previously Paid:
           

 

  (2) Form, Schedule or Registration Statement No.:
           

 

  (3) Filing Party:
           

 

  (4) Date Filed:
           

 


Table of Contents

 

 

LOGO  

 

  

 

2016 ANNUAL MEETING

 

AND PROXY STATEMENT

 

 

 

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Table of Contents
LOGO         

DuPont

974 Centre Road

Chestnut Run Plaza

Building 730

Wilmington, DE 19805

NOTICE OF ANNUAL MEETING

 

Meeting Date:    Wednesday, April 27, 2016
Time:    10:30 a.m. (EDT)
Location:   

Lotte New York Palace

Villard Ballroom

455 Madison Avenue

New York, NY 10022

AGENDA:

 

1. The election of eleven (11) directors
2. The approval of an amendment to, and performance goals under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan
3. The ratification of our independent registered public accounting firm
4. An advisory vote to approve executive compensation
5. Three (3) stockholder proposals described in the Proxy Statement if properly presented at the Annual Meeting
6. Such other business as may properly come before the meeting

All stockholders are cordially invited to attend, although only holders of record of DuPont Common Stock at the close of business on March 7, 2016, are entitled to vote at the meeting

This year, we are using the Securities and Exchange Commission’s Notice and Access model, allowing us to deliver proxy materials via the Internet. Notice and Access gives the Company a lower-cost way to furnish stockholders with their proxy materials. On March 18, 2016, we mailed to certain stockholders of record a “Notice Regarding the Availability of Proxy Materials,” with instructions on how to access the proxy materials via the Internet (or request a paper copy) and how to vote online.

If you are a registered stockholder and requested a full set of proxy materials, or if you hold DuPont Common Stock through a company savings plan, your admission ticket for the Annual Meeting is included on your Proxy Card. Registered stockholders may also use the Notice Regarding the Availability of Proxy Materials, received in the mail, as their admission ticket. If you hold shares in a brokerage account, please refer to page 4 of the Proxy Statement for information on attending the meeting. If you need special assistance, please contact the DuPont Stockholder Relations Office at 302-774-3034.

This notice and the accompanying proxy materials have been sent to you by order of the Board of Directors.

 

 

LOGO

Erik T. Hoover

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON APRIL 27, 2016

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 2017 by visiting

http://enroll.icsdelivery.com/dd.


Table of Contents

2016 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

 

Proxy Summary

     1   

General Information

     2   

Governance of the Company

     9   

Corporate Governance Guidelines

     9   

Board Leadership Structure

     9   

Board’s Role in the Oversight of Risk Management

     10   

Committees of the Board

     11   

Committee Membership

     12   

Other Practices and Policies

     13   

Sustainability and Corporate Citizenship

     15   

Directors’ Compensation

     16   

Management Proposal 1 Election of Directors

     19   

Director Skills and Qualifications

     19   

Our Director Nominees

     19   

Management Proposal 2 Approval of Amendment to, and Performance Goals under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan

     24   

Audit Committee Report

     32   

Management Proposal 3 Ratification of Independent Registered Public Accounting Firm

     33   

Ownership of Company Stock

     35   

Security Ownership by Directors and Executive Officers

     36   

Compensation Committee Interlocks and Insider Participation

     37   

Compensation Committee Report

     37   

Compensation Discussion and Analysis

     38   

Executive Summary

     38   

How We Determine Executive Compensation

     44   

Components of Our Executive Compensation Program

     46   

How We Manage Compensation Risk

     49   

2015 Compensation Decisions

     50   

2015 NEO Total Compensation Summary

     56   

Compensation of Executive Officers

     57   

2015 Summary Compensation Table

     57   

2015 Grants of Plan-Based Awards

     60   

Outstanding Equity Awards

     63   

2015 Option Exercises and Stock Vested

     65   

Pension Benefits

     65   

Nonqualified Deferred Compensation

     67   

Potential Payments Upon Termination or Change in Control

     69   

Management Proposal 4 Approve, by Advisory Vote, Executive Compensation

     72   

Stockholder Proposals

     74   

Proposal 5 Employee Board Advisory Position

     74   

Proposal 6 Supply Chain Deforestation Impact

     75   

Proposal 7 Accident Risk Reduction Report

     78   

Director Nomination Process

     A-1   

Reconciliation of Non-GAAP Financial Measures

     B-1   

Amended and Restated E. I. du Pont de Nemours and Company Equity and Incentive Plan

     C-1   

 

 

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PROXY SUMMARY

This proxy summary is an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement, which was first distributed beginning on March 18, 2016, for more information about these topics prior to voting.

ANNUAL MEETING OF STOCKHOLDERS

 

    Time and Date:

  

10:30 a.m., April 27, 2016

 

    Place:

  

Lotte New York Palace

Villard Ballroom

455 Madison Avenue

New York, NY 10022

 

    Record Date:

  

Stockholders as of the close of

business on March 7, 2016

 

    Admission:

  

Please follow the instructions

contained in “How to Attend the

Annual Meeting” on page 4.

STOCKHOLDER VOTING MATTERS

 

Proposal

  Board’s Voting
Recommendation
   Page References
(for more detail)

1.

  

Election of Directors

      FOR EACH NOMINEE        19

2.

   Approval of an Amendment to, and Performance Goals under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan   FOR    24

3.

  

Ratification of Independent Registered Public Accounting Firm

  FOR    33

4.

  

Advisory Vote on Executive Compensation

  FOR    72

5.

  

Stockholder Proposal on Employee Board Advisory Position

  AGAINST    74

6.

  

Stockholder Proposal on Supply Chain Deforestation Impact

  AGAINST    75

7.

   Stockholder Proposal on Accident Risk Reduction Report   AGAINST    78

 

 

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PROXY STATEMENT

The enclosed proxy materials are being sent to stockholders at the request of the Board of Directors of E. I. du Pont de Nemours and Company to encourage you to vote your shares at the Annual Meeting of Stockholders to be held April 27, 2016. This Proxy Statement contains information on matters that will be presented at the meeting and is provided to assist you in voting your shares.

DuPont’s 2015 Annual Report, containing management’s discussion and analysis of financial condition and results of operations and the audited financial statements, and this Proxy Statement were distributed together beginning on March 18, 2016.

GENERAL INFORMATION

Who Can Vote

Only holders of record of DuPont Common Stock at the close of business on March 7, 2016, the record date for voting at the Annual Meeting, are entitled to vote at the Annual Meeting. On the record date, 873,160,495 shares of DuPont Common Stock were entitled to vote.

How to Vote

By Telephone — Stockholders can vote their shares using a toll-free telephone number by following the instructions provided on the proxy card. The telephone voting procedures are designed to authenticate a stockholder’s identity to allow a stockholder to vote his or her shares and confirm that his or her instructions have been properly recorded. Voting by telephone authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

By the Internet — Stockholders can simplify their voting by voting their shares via the Internet as instructed on the proxy card or Notice Regarding the Availability of Proxy Materials (“Proxy Notice”). The Internet procedures are designed to authenticate a stockholder’s identity to allow a stockholder to vote his or her shares and confirm that his or her instructions have been properly recorded. Internet voting facilities for stockholders of record are available 24 hours a day. Voting via the Internet authorizes the named proxies to vote your shares in the same manner as if you had submitted a validly executed proxy card.

By Mail — Stockholders may vote their shares by signing and dating the proxy card and returning it in the postage-paid envelope provided with this Proxy Statement. Proxy cards submitted by mail must be received by the time of the Annual Meeting for your shares to be voted.

At the Annual Meeting — Shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting. Shares held beneficially

in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares giving you the right to vote the shares and bring such proxy to the Annual Meeting. If you vote by proxy and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you wish to change your vote. Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by proxy by signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided, by voting via the Internet, or by telephone in each case by following the instructions provided on the proxy card or Proxy Notice, as applicable.

If you vote by telephone, via the Internet or by signing, dating and returning a proxy card, your shares will be voted as you direct.

If you submit a proxy to us without indicating instructions with respect to specific proposals, we will vote your shares consistent with the recommendations of our Board of Directors as stated in this Proxy Statement, specifically for all our nominees for director, in favor of the amendment to, and performance goals under, our equity and incentive plan, in favor of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors, in favor of the advisory vote on the compensation of our named executive officers, and against the stockholder proposals, if properly presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting for consideration, then the persons named on your proxy will have discretion to vote for you on that matter. As of the date of the Notice of Annual Meeting of Stockholders, we knew of no other matter to be presented at the Annual Meeting. An independent inspector of elections will tabulate the proxies and certify the results.

See How to Attend the Annual Meeting for additional information.

 

 



 

       

 

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Proxy Statement " General Information

 

 

 

Voting of Shares of DuPont Common Stock Held in Street Name

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order to vote your shares. Your broker is required to vote those shares in accordance with your instructions.

Broker Non-votes

A broker non-vote occurs when a beneficial owner of shares held by a broker, bank or other nominee fails to provide the record holder with specific instructions concerning how to vote on any “non-routine” matters brought to a vote at a stockholders meeting. Under the New York Stock Exchange rules, “non-routine” matters include the election of directors (Proposal 1), approval of the amendment to, and performance goals under, our Equity and Incentive Plan (Proposal 2), the vote, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 4) and the stockholder proposals (Proposals 5-7).

If you hold your shares in street name and want your vote to be counted at the Annual Meeting, you must cast your vote by instructing your bank, broker or other nominee on how to vote.

Revocation of Proxies

You can change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by doing any of the following: (1) you can submit a valid proxy with a later date; (2) you can notify our Secretary in writing at Secretary, E. I. du Pont de Nemours and Company, Chestnut Run Plaza, 974 Centre Road, Wilmington, DE 19805 that you have revoked your proxy; or (3) you can vote in person by written ballot at the Annual Meeting.

Required Vote

Stockholders of record are entitled to one vote per each share of DuPont Common Stock.

Proposal 1: Election of Directors.    Under our Bylaws, since this is an uncontested election (i.e., the number of nominees for election to the Board equals the number of directors to be elected), majority voting will apply. Accordingly, a director nominee will be elected to the Board if the number of shares voted “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee’s election. If any nominee fails to receive a majority of the votes cast “FOR” his or her election, then such nominee must promptly tender his or her resignation to the Chair of the Board.

The Governance Committee of our Board of Directors (or, under certain circumstances, another committee appointed by the Board) will promptly consider that resignation and recommend to the Board whether to accept the tendered resignation or reject it based on all relevant factors. The Board must then act on that recommendation no later than 90 days following the date of an Annual Meeting. Within four business days of the Board’s decision, we must disclose the decision in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation.

If for some reason any of the Board’s director nominees are unable to serve, or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the Board’s remaining nominees. As of the date of the Notice of Annual Meeting of Stockholders, we know of no reason why any of the Board’s nominees would be unable or for good cause unwilling to serve as a director if elected.

In contested elections, plurality voting will apply. In plurality voting, the number of nominees who received the most votes of all votes cast for directors will be elected (i.e., if there are 11 directors to be elected, the top 11 nominees who received the most votes cast will be elected).

Proposal 2: Approval of the amendment to, and performance goals under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan.    The votes cast “for” must exceed the votes cast “against” to approve the amendment to, and performance goals under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan. In addition, the NYSE listing standards require that the total votes cast on the proposal represent over 50 percent of all shares entitled to vote. Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of votes cast.

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2016.    The votes cast “for” must exceed the votes cast “against” to approve the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending

 

 



 

 

 

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December 31, 2016. Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of votes cast.

Proposal 4: Advisory vote on executive compensation.    The votes cast “for” this proposal must exceed the votes cast “against” to approve the advisory vote on the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and accompanying compensation tables contained in this Proxy Statement. Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of votes cast. Although the outcome of this advisory vote on the compensation of our named executive officers is non-binding, our Human Resources and Compensation Committee and Board will review and consider the outcome of this vote when making future compensation decisions for our named executive officers.

Proposals 5, 6 and 7 — Stockholder Proposals:    The votes cast “for” a proposal must exceed the votes cast “against” such proposal for a stockholder proposal to pass. Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of votes cast. Each proposal must be properly presented at the Annual Meeting for such proposal to be voted upon.

Voting by Employees Participating in DuPont Plans

If you are an employee of DuPont or one of our subsidiaries and participate in one of our employee plans, e.g., the DuPont Retirement Savings Plan (the “Plans”), the enclosed voting instruction form indicates the aggregate number of shares of DuPont Common Stock credited to your account as of the record date for voting at the Annual Meeting. If you timely submit your voting instructions to the Plan Trustee by following the instructions on the enclosed voting instruction form, your shares will be voted as you have directed. If you do not provide the Trustee with voting instructions, the Trustee may vote as directed by the plan fiduciary or by an independent fiduciary selected by the plan fiduciary all shares held in the Plans for which no voting instructions are received. The Trustee must receive your voting instructions no later than April 24, 2016 or, if you are voting via the Internet or by phone, by 11: 59 p.m., Eastern Daylight Time, on April 24, 2016. Please note that Plan participants may vote their shares through the Trustee only and accordingly may not vote their Plan shares in person at the Annual Meeting.

 

How to Attend the Annual Meeting

Only our stockholders and invited guests may attend the Annual Meeting.

Registered stockholders may be admitted to the meeting upon providing picture identification. If you own shares in street name, please bring your most recent brokerage statement, along with picture identification, to the meeting. We will use your brokerage statement to verify your ownership of DuPont Common Stock and admit you to the meeting.

Please note that cameras, sound or video recording equipment, or other similar equipment, electronic devices, large bags or packages will not be permitted in the Annual Meeting.

Proxy Committee

The Proxy Committee is composed of DuPont directors who vote as instructed the shares of DuPont Common Stock for which they receive proxies. Proxies also confer upon the Proxy Committee discretionary authority to vote the shares on any matter which was not known to the Board a reasonable time before solicitation of proxies, but which is properly presented for action at the meeting.

Quorum

A quorum of stockholders is necessary to transact business at the 2016 Annual Meeting. A quorum exists if the holders of at least a majority of the shares of DuPont Common Stock entitled to vote are present either in person or by proxy at the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum exists.

2017 Stockholder Proposals

Typically at each annual meeting, stockholders are asked to elect directors to serve on the Board, to ratify the appointment of DuPont’s independent registered public accounting firm for the year and to approve, by advisory vote, executive compensation. The Board or stockholders may submit other proposals to be included in the proxy statement. To be considered for inclusion in the 2017 Annual Meeting Proxy Statement, stockholder proposals must meet the requirements of SEC Rule 14a-8 and must be received no later than November 18, 2016. Our Bylaws provide that a stockholder may otherwise propose business for consideration or nominate persons for election to the Board, in compliance with federal proxy rules, applicable state law and other legal requirements and without seeking to have the proposal included in our proxy statement pursuant to Rule 14a-8. Our Bylaws currently require that notice of such proposals or nominations for DuPont’s 2017 Annual Meeting be

 

 



 

       

 

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Proxy Statement " General Information

 

 

 

received by us between December 28, 2016 and January 27, 2017. Any such notice must satisfy the other requirements in our Bylaws applicable to such proposals and nominations.

Stockholder Nominations for Election of Directors

For stockholder director nominations, the notification to our Corporate Secretary must contain or be accompanied by the information required by our Bylaws. The information requirements include, among other things:

 

     the name, age, business address and residence address of each nominee;
     the principal occupation or employment of each such nominee;
     the number of shares of DuPont’s capital stock which are owned of record and beneficially by each such nominee and any affiliates or associates of such nominee;
     a detailed description of any compensatory, payment or other financial agreement, arrangement or understanding between the nominee and any person or entity other than the Company, or whether the nominee has received any compensation or other payment from any person or entity other than the Company, in each case in connection with the candidacy or service as a director of DuPont;
     other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Securities Exchange Act and the rules and regulations thereunder;
     the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected and a representation by the nominee to the effect that, if elected, the nominee will agree to and abide by all policies of the Board as may be in place at any time and from time to time; and
     certain information about the proposing stockholder.

A copy of the full text of the relevant Bylaw provisions, which includes the complete list of the information that must be submitted to nominate a director, may be obtained upon written request directed to our Corporate Secretary at our principal office.

A copy of our Bylaws is available on the “Investors” caption of our website (www.dupont.com) under “Corporate Governance.”

In addition to a stockholder’s ability to nominate candidates to serve on the Board as described above, stockholders also may recommend candidates to the Corporate Governance Committee (the “Governance Committee”) for its consideration. The Governance Committee will consider and evaluate candidates recommended by stockholders in the same manner that it considers and evaluates all other director candidates. To recommend a candidate, stockholders should follow the procedures set in the Director Nomination Process attached as Appendix A.

Cost of Solicitation

We will pay all costs relating to the solicitation of proxies. Innisfree M&A Incorporated has been retained to assist in soliciting proxies at a cost of approximately $15,000 plus reasonable expenses. Our officers, directors and employees may solicit proxies personally, by mail, by telephone or other electronic means. We will also reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses in forwarding proxy materials to beneficial owners of DuPont Common Stock.

Householding Rules

The SEC’s “householding” rules permit us to deliver only one set of proxy materials to stockholders who share an address unless otherwise requested. This procedure reduces printing and mailing costs. If you share an address with another stockholder and have received only 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 DuPont Stockholder Relations Office at Chestnut Run Plaza, 974 Centre Road, Wilmington, DE 19805 or calling (302) 774-3034. Alternatively, if you are currently receiving multiple copies of the proxy materials at the same address and wish to receive a single copy in the future, you may contact us by calling the telephone number given above.

If you own shares in street name, the bank, broker or other holder of record may deliver only one copy of the Notice of Annual Meeting and Proxy Statement to stockholders who have the same address unless the bank, broker or other holder of record has received contrary instructions from one or more of the stockholders. If you wish to receive a separate copy of the Notice of Annual Meeting and Proxy Statement, now or in the future, you may contact us at the

 

 



 

 

 

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telephone number above and you will promptly be sent a separate copy. Beneficial owners sharing an address who are currently receiving multiple copies of the Notice of Annual Meeting and Proxy Statement and wish to receive a single copy in the future, should contact their bank, broker or other holder of record to request that only a single copy be delivered to all stockholders at the shared address in the future.

Confidential Voting

As a matter of policy, proxies, ballots and voting tabulations that identify individual stockholders are

held confidential. Such documents are available for examination only by the independent tabulation agents, the independent inspectors of election and certain employees associated with tabulation of the vote. The identity of the vote of any individual stockholder is not disclosed except as may be necessary to meet legal requirements.

 

 



 

       

 

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Proxy Statement for 2016 Annual Meeting of Stockholders

 


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Proxy Summary " Our Director Nominees

 

 

 

OUR DIRECTOR NOMINEES

You are being asked to vote on the election of 11 directors. All directors are elected annually. Detailed information about each Director’s background, skills and expertise can be found in Proposal 1 — Election of Directors.

 

                      

Name

Years of Service;

Age (as of the Annual Meeting)

Current Position

 

     

Committee Memberships

 

 

Other
Current

Public
Boards

 

  Independent    Audit   Human
Resources
and
Compensation
  Corporate
Governance
  Environmental
Policy and
Safety
  Science &
Technology
 

 

Lamberto Andreotti

Director since 2012; Age 65

Chair, Bristol-Myers Squibb Company

 

 

YES

 

 

X

         

 

X

 

 

X

 

 

1

 

Edward D. Breen(1)

Director since 2015; Age 60

Chair and CEO, DuPont

 

 

NO

                     

 

2

 

Robert A. Brown

Director since 2007; Age 64

President, Boston University

 

 

YES

 

 

X

         

 

X

 

 

Chair

   

 

Alexander M. Cutler

Director since 2008; Age 64

Chair and CEO, Eaton

 

 

YES

     

 

X

 

 

Chair

         

 

2

 

Eleuthère I. du Pont

Director since 2006; Age 49

President, Longwood Foundation

 

 

YES

     

 

X

 

 

X

         

 

1

 

James L. Gallogly

Director since 2015; Age 63

Former Chairman of Management Board

and CEO, LyondellBasell Industries NV

 

 

YES

 

 

X

     

 

X

           

 

Marillyn A. Hewson

Director since 2007; Age 62

Chairman, President and CEO,

Lockheed Martin Corporation

 

 

YES

     

 

X

 

 

X

         

 

1

 

Lois D. Juliber

Director since 1995; Age 67

Retired Vice Chairman,

Colgate-Palmolive Corporation

 

 

YES

     

 

Chair

     

 

X

 

 

X

 

 

1

 

Ulf M. Schneider

Director since 2014; Age 50

President and CEO,

Fresenius SE & Co. KGaA

 

 

YES

 

 

X

     

 

X

         

 

1

 

Lee M. Thomas

Director since 2011; Age 71

Retired Chairman and CEO, Rayonier Inc.

 

 

YES

     

 

X

     

 

  Chair  

 

 

X

 

 

2

 

Patrick J. Ward

Director since 2013; Age 52

CFO, Cummins, Inc.

 

 

YES

 

 

  Chair  

         

 

X

 

 

X

   
(1) Mr. Breen was appointed interim Chair and CEO effective upon the retirement of Ellen J. Kullman on October 16, 2015, and as Chair and CEO effective November 9, 2015.

 

 

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Proxy Summary " Corporate Governance

 

 

 

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE FACTS

 

Board and Governance Information

 

11

 

  

 

Size of Board

 

 

10

 

  

 

Number of Independent Directors

 

 

61

 

  

 

Average Age of Directors

 

 

29

 

  

 

Board Meetings Held in 2015

 

 

ü                

 

  

 

Annual Election of Directors

 

 

ü

 

  

 

Majority Voting For Directors

 

 

ü

 

  

 

Independent Lead Director

 

 

ü

 

  

 

Independent Directors Meet Without Management Present

 

 

ü

 

  

 

Director Stock Ownership Guidelines — Hold until Retirement from Board

 

 

72

 

  

 

Mandatory Retirement Age for Directors

 

 

ü

 

  

 

Code of Business Conduct for Directors, Officers and Employees

 

 

ü

 

  

 

Stockholder Ability to Call Special Meetings (25% Threshold)

 

 

ü

 

  

 

Succession Planning and Implementation Process

 

 

ü

 

  

 

Comprehensive Sustainability Program

 

 

       

 

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GOVERNANCE OF THE COMPANY

Strong corporate governance is an integral part of DuPont’s core values, and is part of the foundation for our sustainable growth mission. DuPont is committed to having sound corporate governance principles and practices. Within this section you will find information about our Board of Directors and our governance structure and processes. More information about our corporate governance principles, guidelines and practices and other related information can be found on our website at www.dupont.com under the “Investors” caption.

CORPORATE GOVERNANCE GUIDELINES

The DuPont Board of Directors 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 our website at www.dupont.com, under the “Investors” caption to review the following governance documents:

 

     Corporate Governance Guidelines, including Guidelines for Determining the Independence of DuPont Directors
     Charters for the following committees:
    Audit Committee
    Human Resources and Compensation Committee
    Corporate Governance Committee
     The Code of Business Conduct and Ethics for the DuPont Board of Directors; the Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller; and the DuPont Code of Conduct
     Bylaws
     Political Contributions Policy and Report

Copies of these documents may also be obtained free of charge by writing to the Corporate Secretary.

BOARD LEADERSHIP STRUCTURE

The Board has determined that having the same person hold the Chair and chief executive officer (“CEO”) positions is the best board leadership structure for DuPont at this time. The Board appreciates that any advantages gained by having a single Chair/CEO must be weighed against any associated independence concerns, and has implemented adequate safeguards to address such concerns. The Board has implemented a robust independent Lead Director structure that is consistent with the best industry practices, including the policies of Institutional Shareholder Services (“ISS”). This leadership structure provides DuPont with the benefit of a combined Chair/CEO balanced by a strong independent Lead Director. A.M. Cutler is our independent Lead Director.

 

 

Role of the Independent Lead Director

 

The independent Board members elect the independent Lead Director annually. The Lead Director serves for at least one year and has the following responsibilities:

     chairs all meetings of the Board at which the Chair is not present, including executive sessions of the

         independent directors;

     serves as liaison between the Chair and the independent directors;

     reviews and approves information sent to the Board;

     reviews and approves meeting agendas for the Board;

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

     has the authority to call meetings of the independent directors; and

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

 

 

 

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Governance of the Company " Board Leadership Structure

 

 

 

Each director is an equal participant in each decision made by the full Board. In addition, the Board meets in regularly scheduled executive sessions without the participation of the CEO or other senior executives. We believe executive sessions promote frank and open discussions among nonmanagement directors.

All directors have access to DuPont’s management. As necessary and appropriate, the Board and its committees may also retain outside legal, financial or other advisors.

Director Independence

Ten of the Board’s eleven current directors are independent directors in accordance with the standards of independence of the NYSE and as described in the Corporate Governance Guidelines. The Corporate Governance Committee as well as the Board annually reviews relationships that directors may have with the Company to make a determination of whether there are any material relationships that would preclude a director from being independent.

All members of the Audit, Human Resources and Compensation and Corporate Governance Committees are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board and each committee undertake an annual self-evaluation of performance with a particular focus on overall effectiveness. The Corporate Governance Committee is responsible for overseeing the self-evaluation process. Through an annual process overseen and coordinated by the Human Resources and Compensation Committee, independent directors evaluate the CEO’s performance and set the CEO’s compensation.

BOARD’S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board has an active role, directly and through the Board’s committee structure, in the oversight of our risk management efforts. The Board has identified the key risks to be monitored by them on a recurring basis, and regularly reviews and discusses with members of management information regarding the Company’s business disruption, economic, environmental, legal, process safety, regulatory, reputational, strategic, technological and other risks, their potential impact, and our risk mitigation efforts.

Each Board committee plays a key role in overseeing the management of risks that are within the committee’s area of focus.

 

Board Committee    Risk Management Oversight
Human Resources and Compensation Committee   

responsible for overseeing the management of risks relating to the Company’s executive compensation practices

 

Audit Committee   

oversees management and effectiveness of accounting, auditing, external reporting, compliance and internal control risks

 

Corporate Governance Committee   

addresses risks associated with director independence and potential conflicts of interest

 

Environmental Policy and Safety Committee   

focuses on risks associated with emerging regulatory developments related to safety, health and environment

 

Science and Technology Committee   

considers key research and development initiatives and the risks related to those programs

 

Although each committee is responsible for overseeing the management of certain risks, the full Board is regularly informed by its committees about these risks. This enables the Board and its committees to coordinate risk oversight and the relationships among the various risks.

 

       

 

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Governance of the Company " Committees of the Board

 

 

 

COMMITTEES OF THE BOARD

 

Audit Committee   

Responsibilities include:

  Employsthe Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the Company’s Consolidated Financial Statements.

  Pre-approvesall services performed by the Company’s independent registered public accounting firm.

  Providesoversight on the external reporting process and the adequacy of the Company’s internal controls.

  Reviewseffectiveness of the Company’s systems, procedures and programs designed to promote and monitor compliance with applicable laws and regulations and receives prompt reports on any compliance matter that could adversely impact the Company’s external reporting process or adequacy of internal controls.

  Reviewsthe scope of the audit activities of the independent registered public accounting firm and the Company’s internal auditors and appraises audit efforts of both.

  Reviewsservices 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.

  Establishesprocedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.

 

All members of the Audit Committee are independent directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board has determined that all members of the Audit Committee are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules.

 

A Summary of the Audit Committee Policy on Pre-approval of Services Performed by the Independent Registered Public Accounting Firm is included as part of Proposal 3 — Ratification of Independent Registered Public Accounting Firm in this Proxy Statement.

 

Human Resources and Compensation Committee   

Responsibilities include:

  Assessescurrent and future senior leadership talent, including assisting the Board in CEO succession planning.

  Reviewsand approves DuPont’s programs for executive development, performance and skill evaluations.

  Overseesthe performance evaluation of the CEO based on input from other independent directors.

  Recommends,for approval by the independent directors, CEO compensation.

  Recommendsand approves the principles guiding DuPont’s executive compensation and benefits plans.

  ReviewsDuPont’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluates compensation policies and practices that could mitigate any such risk.

  Workswith management to develop the Compensation Discussion and Analysis.

  Considersthe voting results of any say-on-pay or related stockholder proposals.

 

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

 

 

 

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Governance of the Company " Committees of the Board

 

 

 

 
Corporate Governance Committee   

Responsibilities include:

  Determines the qualifications, qualities, skills and other expertise required to be a director.

  Establishes the process for identifying and evaluating director nominees.

  Recommends to the Board nominees for election to the Board of Directors.

  Reviews and recommends to the Board committee structure, membership and leadership, including the independent Lead Director.

  Regularly reviews principles, policies and procedures affecting directors and the Board’s operation and effectiveness.

  Provides oversight regarding DuPont’s policies on political contributions and lobbying expenses.

  Oversees evaluation of the Board and its effectiveness.

  Oversees the Company’s ethics compliance functions, including review of its business conduct and ethics policies.

 

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

 

Environmental Policy & Safety Committee   

Responsibilities include:

  Reviews DuPont’s safety, health and environmental policies and practices.

  Provides support for our sustainable growth mission.

 

Science and Technology Committee   

Responsibilities include:

  Monitors state of science and technology capabilities within DuPont.

  Oversees the development of key technologies essential to DuPont’s long-term success.

 

Committee Membership

The following chart shows the current committee membership and the number of meetings that each committee held in 2015.

 

Director    Audit
Committee
   Human
Resources
and
Compensation
Committee
   Corporate
Governance
Committee
   Environmental
Policy &
Safety
Committee
   Science
and
Technology
Committee

Lamberto Andreotti

   X              X    X

Edward D. Breen(1)

                        

Robert A. Brown

   X              X    C

Alexander M. Cutler

        X    C          

Eleuthère I. du Pont

        X    X          

James L. Gallogly

   X         X          

Marillyn A. Hewson

        X    X          

Lois D. Juliber

        C         X    X

Ulf M. Schneider

   X         X          

Lee M. Thomas

        X         C    X

Patrick J. Ward

   C              X    X

Number of Meetings in 2015

   9    11    7    2    2

C  =   Chair

  (1) Mr. Breen was appointed interim Chair and CEO effective upon the retirement of Ellen J. Kullman on October 16, 2015 and as Chair and CEO effective November 9, 2015.

Directors fulfill their responsibilities not only by attending Board and committee meetings but also through communication with the Chair and CEO and other members of management relative to matters of mutual interest and concern to the Company.

In 2015, twenty-nine (29) meetings of the Board were held. Each director attended at least 86% of the aggregate number of meetings of the Board and the committees of the Board on which the director served during his or her tenure as a director.

 

       

 

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Governance of the Company " Committees of the Board

 

 

 

As provided in the Board’s Corporate Governance Guidelines, directors are expected to attend the Company’s Annual Meeting of Stockholders. All directors attended the 2015 Annual Meeting.

OTHER PRACTICES AND POLICIES

Review and Approval of Transactions with Related Persons

The Board of Directors has adopted written policies and procedures relating to the approval or ratification of “Related Person Transactions.” Under the policies and procedures, the Governance Committee (or its Chair, under some circumstances) reviews the relevant facts of all proposed Related Person Transactions and either approves or disapproves of the entry into the Related Person Transaction, by taking into account, among other factors it deems appropriate:

 

     the commercial reasonableness of the transaction;
     the materiality of the Related Person’s direct or indirect interest in the transaction;
     whether the transaction may involve a conflict of interest, or the appearance of one;
     whether the transaction was in the ordinary course of business; and
     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.

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 Governance Committee for ratification. If the 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:

 

     DuPont was, is or will be a participant;
     the aggregate amount involved exceeds $120,000 in any fiscal year; and
     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:

 

     a director or an executive officer of DuPont or a nominee to become a director of DuPont;
     any person who is known to be the beneficial owner of more than five percent of any class of DuPont’s outstanding Common Stock; or
     any immediate family member of any of the persons mentioned above.

Certain Relationships and Related Transactions

As discussed above, the Governance Committee is charged with reviewing issues involving independence and all Related Person 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 Governance Committee and the Board have reviewed such transactions and relationships and do not consider the amounts involved in such transactions material. Such purchases from and sales to each company involve less than either $1,000,000 or two percent 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.

Restrictions on Certain Types of Transactions

The Company has a policy that prohibits directors and officers from engaging in the following types of transactions with respect to DuPont’s stock: short-term trading; short sales; hedging transactions; margin accounts and pledging securities. This policy also strongly recommends that all other employees refrain from entering into these types of transactions.

 

 

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Governance of the Company " Other Practices and Policies

 

 

 

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics for Directors. In addition, the Company has a Code of Conduct applicable to all DuPont employees, including executive officers, and a Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller.

Board’s Consideration of Diversity

The Board does not have a formal policy with respect to diversity. However, the Board and the Governance Committee each believe that it is essential that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, as well as diversity of race, gender, national origin and age, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. For additional information regarding diversity, see our Corporate Governance Guidelines, under “Qualifications” and the Director Nomination Process at Appendix A.

 

 

Communications with the Board and Directors

 

Stockholders and other parties interested in communicating directly with the Board, Chair, Lead Director or other outside director may do so by writing in care of the Corporate Secretary, DuPont Company, 974 Centre Road, Wilmington, DE 19805. The Board’s independent directors have approved procedures for handling correspondence received by the Company and addressed to the Board, Chair, Lead Director or other outside director. Concerns relating to accounting, internal controls, auditing or ethical matters are immediately brought to the attention of DuPont’s internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters, which include an anonymous toll-free hotline (1-800-476-3016) and a website through which to report issues (https://reportanissue.com/dupont/welcome).

 

 

       

 

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Governance of the Company " Sustainability and Corporate Citizenship

 

 

 

SUSTAINABILITY AND CORPORATE CITIZENSHIP

We are driving a new era of sustainable growth as we continue to transform DuPont. We’re building a higher value, sustainable growth company focused on providing solutions to large global issues. Our sustainability efforts create value for our stockholders, customers and society while reducing our environmental footprint along the value chains in which we operate.

Since 1990, DuPont has been at the forefront of the sustainability movement. In 2015, we continued our leadership journey by announcing a set of 2020 Sustainability Goals that integrate sustainability in our innovation process, further improve our operational footprint and continue our efforts to enhance global food security. Our 2015 Sustainability Progress Report noted the following achievements by the end of 2014:

 

     Reduced absolute greenhouse gas emissions by nearly 5 percent between 2013 and 2014 and cut our total water consumption by approximately 4 percent in the same period.
     Generated $2.6 billion in 2014 revenue from products that create energy efficiency or reduce greenhouse gas emissions.
     Reduced non-renewable energy intensity by 11% since 2010.
     Achieved our 2020 goal of facilitating 2 million engagements of youth around the world to inform and inspire the next generation to address food security.

We will continue to challenge ourselves with sustainability goals that create value for all of our stakeholders, and through our product innovation, business strategy, and operations we will meet them. Please visit

http://www.dupont.com/corporate-functions/sustainability/performance-reporting/sustainability-reports.html to view our latest sustainability reports. For more about our Corporate Citizenship and Outreach programs visit

http://www.dupont.com/corporate-functions/sustainability/outreach.html.

Awards and Recognition

DuPont is proud to have been recognized on the following indices, lists and awards in 2015:

 

     CDP S&P 500 Climate Disclosure Leadership Index
     Corporate Responsibility Magazine’s 100 Best Corporate Citizens
     FORTUNE Magazine World’s Most Admired Companies
     Working Mother Magazine 100 Best Companies
     Top 50 companies for Executive Women
     Human Rights Campaign Corporate Equality Index

 

 

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DIRECTORS’ COMPENSATION

Nonemployee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of stockholders.

The Human Resources and Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation. The process for setting director pay is guided by the following principles:

DIRECTOR COMPENSATION PRINCIPLES

 

  Transparency

 

     The Human Resources and Compensation Committee reviews director compensation annually, and makes recommendations to the full Board, which approves changes to director pay.
     Details of director compensation are disclosed in the proxy statement annually.

 

  Fair and competitive compensation that aligns director behavior with the best interests of stockholders

 

     A significant portion of the annual retainer is paid in restricted stock units (“RSUs”), which, with respect to grants made in 2012 and beyond, must be held until retirement. For grants prior to 2012, the restrictions lapse over a three-year period.
     Stock Ownership Guidelines exist to encourage ownership. See Stock Ownership Guidelines for additional information.
     DuPont’s goal is to assure competitive levels of director pay, reflective of the significant time commitment expected, through a director compensation program built upon an annual retainer.
     Directors must act in the best interests of the Company and its stockholders. DuPont’s Stock Ownership Guidelines and use of RSUs support and reinforce this commitment.
     Director compensation is monitored closely against market trends and external practices, as well as against changes at the peer group companies. “Market” and “peer group” are defined on page 45.

With the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc., the Human Resources and Compensation Committee closely monitors trends in director compensation in the marketplace. The chart below describes the compensation program for nonemployee directors for 2014 and 2015:

 

Compensation Element    2014    2015

Annual Retainer (Total)

 

   $230,000

 

   $265,000

 

Cash Retainer

 

   $100,000

 

   $115,000

 

Equity Retainer

 

   $130,000

 

   $150,000

 

     Delivered in the form of time-vested
RSUs 1,940 RSUs granted on April 23,
2014; provide for dividend-equivalent
units; restrictions lapse at separation
from service; payable in stock

 

   Delivered in the form of time-vested
RSUs 1,880 granted on May 13, 2015
and 290 granted on June 5, 2015;
provide for dividend-equivalent units;
restrictions lapse at separation from
service; payable in stock

 

Annual Committee Chair Fee

 

   Audit Committee Chair — $25,000

 

Human Resources and Compensation
Committee Chair — $25,000

 

All Other Committee Chairs —

$20,000

 

 

   Audit Committee Chair — $25,000

 

Human Resources and Compensation
Committee Chair — $25,000

 

All Other Committee Chairs —
$20,000

 

Lead Director Fee

 

   $30,000

 

   $30,000

 

Stock Ownership Guideline

 

   Time-vested RSUs required to be held
until retirement

 

   Time-vested RSUs required to be held
until retirement

 

DuPont does not pay meeting fees, but does pay for or reimburse directors for reasonable travel expenses related to attending Board, committee, educational and Company business meetings. The table below reflects details regarding total director compensation for 2015. E. J. Kullman, former Chair and CEO, received no additional compensation for her service as a director. E. D. Breen was appointed interim Chair and CEO effective upon the retirement of Ellen J. Kullman on October 16, 2015, and as Chair and CEO effective November 9, 2015.

 

       

 

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Directors’ Compensation " 2015 Directors’ Compensation

 

 

 

Upon his appointment as interim CEO, Mr. Breen received no additional compensation for his service as a director.

2015 DIRECTORS’ COMPENSATION

 

Name    Fees
Earned or
Paid in Cash(1)
     Stock
Awards(2)
     Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(3)
     All Other
Compensation(4)
     Total  

L. Andreotti

   $ 111,250       $ 150,381               $ 300       $ 261,931   

E. D. Breen(5)

     82,500         150,381                 275         233,156   

R. A. Brown

     131,250         150,381                 300         281,931   

A. M. Cutler

     162,917         150,381                 300         313,598   

E. I. du Pont

     117,500         150,381                 300         268,181   

J. L. Gallogly

     111,250         150,381                 275         261,906   

M. A. Hewson

     111,250         150,381                 300         261,931   

L. D. Juliber

     136,250         150,381       $ 35         300         286,966   

U. M. Schneider

     111,250         150,381                 300         261,931   

L. M. Thomas

     126,250         150,381                 300         276,931   

P. J. Ward

     130,000         150,381                 300         280,681   
(1) The term of office for directors who are elected at our Annual Meeting of Stockholders begins immediately following the election and ends upon the election of directors at the Annual Meeting held the following year. In addition to the annual cash retainer, the amount in this column includes lead director (A. M. Cutler) and committee chair fees (a full year for R. A. Brown, A. M. Cutler, and L. D. Juliber; partial year for E. I. du Pont, L. M. Thomas and P. J. Ward).

 

(2) Represents the fair value of the annual equity retainer, which was delivered in the form of 1,880 time-vested RSUs on May 13, 2015 (1,951 RSUs, as adjusted for the separation of the Company’s Performance Chemicals segment through the spin-off (the “Chemours Spin-off”) of The Chemours Company (“Chemours”)) and 290 time-vested RSUs on June 5, 2015 (301 RSUs, as adjusted for the Chemours Spin-off). Outstanding restricted stock units for Non-Employee Directors were adjusted upon the Chemours Spin-off in the same manner as DuPont Employees. The grant date fair values were computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (“FASB ASC Topic 718”). For additional information about the Chemours Spin-off, see Compensation Discussion and Analysis — Treatment of Equity Based Compensation due to Spin-Off of The Chemours Company.

Outstanding equity awards for individual directors are noted below:

 

Name    Outstanding Stock Awards
at December 31, 2015(a)
 

L. Andreotti

 

     9,722   

E. D. Breen(5)

 

     2,297   

R. A. Brown

 

     10,126   

A. M. Cutler

 

     10,126   

E. I. du Pont

 

     10,126   

J. L. Gallogly

 

     2,297   

M. A. Hewson

 

     10,126   

L. D. Juliber

 

     10,126   

U. M. Schneider

 

     3,316   

L. M. Thomas

 

     10,126   

P. J. Ward

 

     5,577   

(a)    Includes dividend-equivalent units. Does not include deferred units. Units are as of December 31, 2015 and adjusted to reflect the Chemours Spin-off.

        

 

(3) This column reports (i) the estimated change in the actuarial present value of a director’s accumulated pension benefits under the Company’s discontinued retirement income plan for nonemployee directors, and (ii) 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. For 2015, L. D. Juliber had above-market earnings on deferrals.

 

(4) Includes Company-paid accidental death and disability insurance premiums ($300 per director) and accruals made in 2015 for nonemployee directors under the discontinued Director’s Charitable Gift Plan. For more information on the Directors’ Charitable Gift Plan, see the narrative discussion below. E. D. Breen and J. L. Gallogly joined our Board in February 2015 and their amounts represent eleven months of the annual insurance premium.

 

(5) Represents compensation Mr. Breen received as a non-employee director.

 

 

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Directors’ Compensation " 2015 Directors’ Compensation

 

 

 

Stock Ownership Guidelines

Our stock ownership guidelines require directors to hold until retirement all annual equity awards granted after 2011. Stock ownership guidelines prior to 2012 required each nonemployee director to hold DuPont Common Stock equal to a multiple of two times the full Annual Retainer. Directors have up to five years from date of election to achieve the required ownership.

Deferred Compensation

Under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors, 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. This deferred compensation is an unsecured obligation of the Company.

As part of the retention requirements, equity grants will be held until retirement. However, a director may defer payments beyond retirement.

Retirement Income Plan

DuPont’s retirement income plan for nonemployee directors was discontinued in 1998. Nonemployee directors who began their service on the Board before the plan’s elimination continue to be eligible to receive benefits under the plan. Upon retirement, annual benefits payable under the plan equal one-half of the annual Board retainer (up to $85,000 and exclusive of any committee compensation and stock, RSU or option grants) in effect at the director’s retirement. Benefits are payable for the lesser of life or ten years.

Directors’ Charitable Gift Plan

In October 2008, DuPont discontinued its Charitable Gift Plan with respect to future directors. The Directors’ Charitable Gift Plan was established in 1993. After the death of a director, we will donate 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 DuPont.

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

Accidental Death and Disability Insurance

DuPont maintains $300,000 accidental death and disability insurance on nonemployee directors.

 

       

 

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PROPOSAL LOGO   ELECTION OF DIRECTORS

Our Board’s eleven nominees for election as directors are identified below. All of the Board’s nominees are current members of the Board of Directors.

The Board has determined that, except for E. D. Breen, Chair and CEO, each of the Board’s nominees and each other person who served as director during 2015 (other than E. J. Kullman, our former Chair and CEO) is or was, independent within the independence requirements of the NYSE listing standards and in accordance with the Guidelines for Determining the Independence of DuPont Directors set forth in the Board’s Corporate Governance Guidelines.

The Board knows of no reason why any of the Board’s nominees would be unable to serve as a director. If any of the Board’s nominees should for any reason become unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may designate following recommendation by the Governance Committee, or the Board may reduce the number of directors to eliminate the vacancy.

DIRECTOR SKILLS AND QUALIFICATIONS

Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. Leadership skills, scientific or technological expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which will vary over time depending on the needs of the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibility. For additional information, see our Board’s Corporate Governance Guidelines describing qualifications for directors.

When considering candidates for nomination, the Governance Committee takes into account these factors to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interest of all stockholders. The Governance Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to the Company. The evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.

OUR DIRECTOR NOMINEES

The following material contains information concerning the Board’s nominees, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of the 2016 Annual Meeting.

 

 

 

 

     LAMBERTO ANDREOTTI

 

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     Age 65

     Director since April 2012

  

Chair since May 2015 of Bristol-Myers Squibb Company, a global biopharmaceutical company

 

He formerly served as chief executive officer from May 2010 to May 2015 and as chief operating officer from March 2008 to May 2010, and executive vice president and president of Worldwide Pharmaceuticals, a division of Bristol-Myers Squibb, from September 2005 until March 2008. He has also held roles with other pharmaceutical companies, including Farmitalia Carlo Erba and Pharmacia. Mr. Andreotti serves on the board of directors for Bristol-Myers Squibb (since 2009).

 

Skills and Expertise

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

 

 

 

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Proposal 1: Election of Directors " Our Director Nominees

 

 

 

 
  

 

     EDWARD D. BREEN

 

 

      LOGO

 

     Age: 60

     Director since February 2015

  

Chair and Chief Executive Officer since November 2015

 

He formerly served as DuPont’s Interim Chair and Chief Executive Officer since October 2015. He is also Chairman, since July 2002, and former 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 is 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.

 

Skills and Expertise

As Chair and former CEO of Tyco, Mr. Breen brings valuable global business, portfolio assessment, business transformation, executive leadership and finance background to the Board.

 
  

 

     ROBERT A. BROWN

 

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     Age 64

     Director since 2007

  

President of Boston University since September 2005

 

He previously was provost and professor of chemical engineering at the Massachusetts Institute of Technology from July 1998 through July 2005. Dr. Brown is a member of the National Academy of Sciences, the American Academy of Arts and Sciences, the National Academy of Engineering and a former member of the President’s Council of Advisors on Science and Technology. He is a trustee of the University Research Association, and is a member of the Council on Competitiveness. Dr. Brown is chairman of the Academic Research Council of the Ministry of Education of the Republic of Singapore, and also serves on the Research Innovation and Enterprise Council chaired by the Prime Minister of Singapore.

 

Skills and Expertise

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

 
  

 

     ALEXANDER M. CUTLER

 

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     Age 64

     Director since 2008

  

Chairman and Chief Executive Officer, since 2000, of Eaton, a global diversified industrial manufacturer

 

He 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 (since 2000), The Greater Cleveland Partnership, United Way Services of Greater Cleveland, and the Musical Arts Association. He is also a member of the Executive Committee of the Business Roundtable.

 

Skills and Expertise

As Chair and chief executive officer of Eaton, Mr. Cutler gives the Board a wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience in a multinational manufacturing company. Through his other board roles and his past position as Chair of The Business Roundtable Corporate Governance Committee, Mr. Cutler also provides the Board with important insights in the areas of corporate governance and government relations.

 

 

       

 

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Proposal 1: Election of Directors " Our Director Nominees

 

 

 

 
  

 

     ELEUTHÈRE I. DU PONT

 

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     Age 49

     Director since 2006

  

President, since 2008, of the Longwood Foundation, a private foundation principally supporting charitable organizations

 

He served as senior vice president, operations and chief financial officer of drugstore.com, a leading online provider of health, beauty, vision and pharmacy products from 2007 through 2008. Prior to that, Mr. du Pont served as president and chief financial officer of Wawa, Inc., a chain of food markets in the mid-Atlantic region with sales of $5 billion. He also serves on the boards of WSFS Financial Corporation (since 2013) and Burris Logistics (since 2014).

 

Skills and Expertise

From his experiences as president, chief financial officer and 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.

 
  

 

     JAMES L. GALLOGLY

 

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     Age 63

     Director since February 2015

  

Former Chairman of the Management Board (2010-2015) and CEO (2009-2015), LyondellBasell Industries N.V., a premier plastics, chemicals and refining company

 

Prior to joining LyondellBasell, Mr. Gallogly held senior management positions at ConocoPhillips, including as Executive Vice President of Exploration and Executive Vice President of Refinery Market Transformation. He was President and Chief Executive Officer of Chevron Phillips Chemical Company LLC. Mr. Gallogly is a member of the University of Oklahoma Gallogly College of Engineering Board of Visitors, the University of Colorado Engineering Advisory Council and the University Cancer Foundation Board of Visitors at the University of Texas M.D. Anderson Cancer Center. Mr. Gallogly is also a director of Junior Achievement of Southeast Texas.

 

Skills and Expertise

From his roles as Chair and CEO at LyondellBasell and other public company executive roles, Mr. Gallogly adds to the Board strong safety, investor relations, capital market, finance, environmental management, global business, technology, human resources, information technology, corporate governance and portfolio assessment and business transformation experience.

 
  

 

     MARILLYN A. HEWSON

 

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     Age 62

     Director since 2007

  

Chairman, President and Chief Executive Officer since January 2014 of Lockheed Martin Corporation, a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services

 

She was CEO and President of Lockheed Martin from January to December 2013 and has served as director since 2012. Having served 33 years at Lockheed Martin, she has previously held the positions of President and Chief Operating Officer from November 2012 to December 2012; Executive Vice President of Electronic Systems from 2010 to 2012 and President of Systems Integration from 2008 to 2009. Ms. Hewson previously chaired the Sandia Corporation’s Board of Directors from 2010 to 2013. She serves on the President’s Export Council, is Chairman of the Aerospace Industries Association, an Associate Fellow of the American Institute of Aeronautics and Astronautics, a vice-chair of the Business Roundtable and a member of the Business Council. She serves on the Board of Directors of the Congressional Medal of Honor Foundation, the Board of Governors of the USO, the Board of the National Geographic Education Foundation, the Board of Catalyst and the Board of Visitors of the University of Alabama’s Culverhouse College of Commerce and Business Administration.

 

Skills and Expertise

Through experience gained in leadership roles and as chairman and chief executive of Lockheed Martin, Ms. Hewson provides the Board broad insight and knowledge on global business management, human resources, finance, supply chain, leveraged services and systems, internal audit and government contracting. In addition, Ms. Hewson offers expertise in government relations.

 

 

 

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Proposal 1: Election of Directors " Our Director Nominees

 

 

 

 
  

 

     LOIS D. JULIBER

 

      LOGO

 

     Age 67

     Director since 1995

  

Retired Vice Chairman, a position she held from October 2004 to March 2005, of Colgate-Palmolive Company, the principal business of which is the production and marketing of consumer products

 

She was chief operating officer of Colgate-Palmolive from 2000 to 2004. She formerly served as executive vice president-Developed Markets, president, Colgate-Palmolive North America and chief technology officer of Colgate-Palmolive. Ms. Juliber is a director of Mondelez International, formerly Kraft Foods Inc. (since 2007). She was previously Chairman of the MasterCard Foundation (2006-2015), and also serves as a Trustee Emeritae of Wellesley College and a member of the President’s Council at Olin College. Ms. Juliber formerly served as a director of Goldman Sachs (2004-2012).

 

Skills and Expertise

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

 
  

 

     ULF M. (“MARK”) SCHNEIDER  

 

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     Age 50

     Director since 2014

  

President and Chief Executive Officer (since May 2003) of Fresenius Group, a global health care company

 

He served as chief financial officer of Fresenius Medical Care, a Fresenius Group company from November 2001, when he joined Fresenius, to May 2003. Previously, he was Group Finance Director for Gehe UK plc, a pharmaceutical wholesale and retail distributor. He also held several senior executive positions since 1989 with Gehe’s majority shareholder, Franz Haniel & Cie. GmbH, a diversified German multinational company. Mr. Schneider is also a member of the board of directors of Fresenius Medical Care (since 2003).

 

Skills and Expertise

With over 14 years of experience as CFO and CEO of two large publicly traded companies, Mr. Schneider brings a depth of experience in finance and accounting, corporate governance, global business and capital markets, business transformation, new business development, investor relations and science and technology.

 
  

 

     LEE M. THOMAS

 

      LOGO

 

     Age 71

     Director since 2011

  

Retired chairman (July 2007–May 2012) and chief executive officer (March 2007–December 2011), of Rayonier Inc., a global forest products company

 

He was also president of Rayonier from March 2007 through August 2010. Previously, Mr. Thomas was president and chief operating officer of Georgia-Pacific Corp. Prior to joining Georgia-Pacific, he was chairman/CEO of Law Companies Environmental Group Inc., and administrator of the U.S. Environmental Protection Agency. Mr. Thomas also serves on the boards of Airgas Inc. (since 1998), the Regal Entertainment Group (since 2006) and the World Resources Institute.

 

Skills and Expertise

From his experiences as president/CEO of two public companies, Mr. Thomas provides the Board with a deep understanding of corporate governance, finance, global business and investor relations. He also offers the Board key insights on government relations and environmental management from his tenure as administrator of the Environmental Protection Agency and his senior leadership roles. He brings to the Board valuable organizational management skills through his experiences as an independent consultant and as CEO of a consulting firm.

 
  

 

       

 

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Proposal 1: Election of Directors " Our Director Nominees

 

 

 

 

 
  

 

     PATRICK J. WARD

 

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     Age 52

     Director since 2013

 

  

Chief Financial Officer, since May 2008, of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies.

 

He has held a broad range of financial leadership positions since joining Cummins in 1987, including serving as vice president, engine business controller, and executive director, power generation business controller.

 

Skills and Expertise

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

 
  

 

PROPOSAL 1:

 

  

The Board of Directors recommends that you vote “FOR” all eleven director nominees

 

Please cast your vote for these eleven director nominees following the instructions on your proxy card, via the internet or over the phone

ELECTION   
OF   

DIRECTORS

 

  
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PROPOSAL  LOGO APPROVAL OF AMENDMENT TO, AND PERFORMANCE GOALS UNDER, THE E. I. DU PONT DE NEMOURS AND COMPANY EQUITY AND INCENTIVE PLAN

The Board of Directors unanimously recommends that the stockholders approve an amendment and restatement of the E. I. du Pont de Nemours Equity and Incentive Plan (“Plan”) effective March 14, 2016 to limit the amount of awards that may be granted to any non-employee director in any fiscal year. The Board of Directors and stockholders initially approved the Plan in 2007 and subsequently re-approved the Plan, as amended and restated, in 2011. On March 14, 2016, the Board of Directors adopted amendments to and restated the Plan, subject to stockholder approval.

We also ask stockholders to re-approve the material terms of the performance goals on which awards intended to be “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986 (“Code”) may be based. A public corporation is generally precluded from taking a deduction for compensation in excess of $1,000,000 for its CEO or any of its three other highest-paid executive officers (other than the CEO or Chief Financial Officer), unless such compensation is “performance-based” for purposes of Section 162(m).

Where, as is the case under the Plan, the applicable targets under the performance goals may be varied (for instance, where the approved goal is any earnings per share measure and the Human Resources and Compensation Committee (for purposes of this Proposal 2, the “Committee”) is then free to establish specific required earnings per share levels), Section 162(m) requires that stockholders re-approve the performance goals under the Plan every five years. Accordingly, we are asking stockholders to re-approve the performance goals so that we may be able to deduct incentive compensation paid pursuant to the Plan, and a vote approving the Plan will constitute re-approval of the performance goals. No change to the existing performance goals is being proposed.

We are not asking stockholders to approve any additional shares of stock for issuance under the Plan.

If this proposal is not adopted, the Plan will continue in effect in accordance with its existing terms, as they may be amended from time to time, although the Company will no longer be able to make awards under the Plan that qualify for the “performance-based compensation” exception under Section 162(m).

SUMMARY OF AMENDMENT

The amendment limits the aggregate value of all awards under the Plan that may be granted to an individual, non-employee director in any fiscal year to $500,000 in value, plus an additional $500,000 in value for one-time awards to a newly appointed or elected non-employee director.

Purpose of the Plan

The Board of Directors believes that equity awards granted under the Plan are essential to the Company’s ability to attract and retain experienced officers, directors, employees and independent contractors and to align their interests with those of the Company’s stockholders.

Important Provisions

The Plan contains a number of provisions that the Board believes are consistent with the interests of stockholders and sound corporate governance practices, including:

 

  No Stock Option Repricings.    The Plan prohibits the repricing of stock options without the approval of stockholders. This provision applies to direct repricings (lowering the exercise price of a stock option), indirect repricings (canceling an outstanding stock option and granting a replacement stock option with a lower exercise price), and the repurchase of underwater stock options for cash.
  No Discount Stock Options.    All stock options must have an exercise price equal to or greater than the fair market value of the underlying stock on the date of grant.
  Time-Based Awards Vest Over at Least Three Years.    Time-vested restricted stock and restricted stock units granted to employees typically vest over a period of no fewer than three years of employment.

 

       

 

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Proposal 2 " Approval of Amendment to, and Performance Goals Under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan

 

 

 

  Minimum One-Year Performance Period for Performance-Based Stock Awards.    Performance-based restricted stock and restricted stock units must have a minimum one-year performance period.
  No Liberal Share Counting.    The Plan prohibits the reuse of shares tendered, surrendered, or withheld to pay an exercise price or tax obligation. The Plan also prohibits “net share counting” upon the exercise of a stock-settled stock appreciation right (such that the total number of shares subject to the stock appreciation right and not merely the number of shares delivered reduces the number of shares available for future issuance under the Plan).
  No Award Transferability for Consideration.    The Plan strictly prohibits the transfer of awards to independent third parties for cash consideration without stockholder approval.
  Plan Fosters Stock Ownership for Executives.    Stock-based awards granted under the Plan align the interests of participants with the interests of other stockholders, and provide a vehicle to assist executives in the achievement of the Company’s stock ownership guidelines.
  Plan Awards are Subject to Incentive Recoupment (Clawback) Policy.    Awards granted under the Plan are subject to the Company’s Clawback Policy for Incentive-Based Compensation.
  Independent Committee.    The Plan will generally be administered by the Committee. Grants to the Chair must be ratified by the Board. Grants to employees who are not executive officers of the Company may be made by the Board’s Special Stock Performance Committee or one or more officers. All members of the Committee qualify as “independent” under the New York Stock Exchange rules and as “outside” directors under Section 162(m) of the Code.
  Responsible Use of Equity.    The Company closely manages its awards grants to levels it believes are reasonable while ensuring that its overall executive compensation program is competitive, relevant, and motivational. The Company also strives to maintain a competitive level of dilution and annual share usage.
  Limitation on Non-Employee Director Compensation.    The aggregate value of all awards under the Plan that may be granted to a non-employee director in one year will be limited to $500,000, subject to an additional $500,000 in value in one-time awards in the year the director is first appointed or elected to the Board.

PLAN SUMMARY

The following is a brief summary of the Plan, as proposed to be amended and approved by stockholders. It is qualified in its entirety by the actual terms of the Plan, a copy of which is attached as Appendix C.

Administration

The Plan is administered by the Committee, provided however, that any awards made to the Chair must be ratified by the full Board. The Committee has the authority to determine recipients; timing; type of award; number of shares; and terms, conditions, restrictions and performance goals relating to any award. The Board may delegate to the Board’s Special Stock Performance Committee or any successor thereto, or one or more officers, the authority to grant awards to employees who are not executive officers of the Company.

Eligibility and Limitation on Awards

Awards may be granted to officers, independent contractors, employees and nonemployee directors of the Company or any of its subsidiaries or affiliates (each an “Eligible Participant”), provided that incentive stock options within the meaning of Section 422 of the Code (“ISOs”) may be granted only to employees of the Company, its parent or subsidiaries. In addition, ISO awards cannot be granted to employees if the employee owns, immediately prior to the grant of the ISO, stock representing more than ten percent of the voting power or more than ten percent of the value of all classes of stock of the Company or a parent or a subsidiary, unless the purchase price for the stock under such ISO is at least 110% of its fair market value at the time of grant and the ISO cannot be exercised more than five years from the date it is granted. At the record date, about 1,400 individuals, of the approximately 40,000 Eligible Participants, were eligible to receive equity-based awards under the Plan, including seven executive officers and ten non-employee directors.

An individual participant, other than a nonemployee director, may not, in any fiscal year, be granted awards covering more than 3,000,000 shares.

A nonemployee director may not, in any fiscal year, be granted awards exceeding $500,000 in value in the aggregate plus an additional $500,000 in value for one-time awards to a newly appointed or elected nonemployee director.

 

 

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Proposal 2 " Plan Summary

 

 

 

Grants under the Plan will be made at the discretion of the Committee or its delegate and, accordingly, are not yet determinable. In addition, benefits under the Plan will depend on a number of factors, including the fair market value of stock on future dates and any exercise decisions made by award holders. Consequently, it is not possible to determine the benefits that might be received by participants under the Plan.

Awards under the Plan

Awards under the Plan may include:

 

  Stock options (including ISOs and nonqualified stock options (“NQSOs”))
  Stock appreciation rights (payable in cash or shares) (“SARs”)
  Restricted stock
  Restricted stock units
  Dividend equivalents
  Performance units
  Other stock-based or cash-based awards

Awards will vest over a minimum period of six months, provided that this limitation will not apply to cash-based awards, awards to nonemployee directors, in the event of a change in control of the Company (as described below) or in the event of termination related to death or total and permanent disability, divestiture to an entity less than 50% owned by the Company or lack of work.

Stock Options.    The Committee may grant NQSOs, ISOs and SARs to a participant. The exercise or base price for stock options or SARs may not be less than the fair market value of the Company’s common stock on the date such stock options or SARs are granted, and the exercise period may not exceed ten years from the date of grant.

Restricted Stock and Restricted Stock Units.    The Committee may award to a participant shares of common stock subject to specified restrictions. The Committee also may award to a participant restricted stock units representing the right to receive shares of common stock in the future. Shares of restricted stock and restricted stock units are subject to forfeiture if the participant does not meet certain conditions, such as continued employment over a specified period and/or the attainment of specified performance targets over such period. Except for grants to newly hired employees, any award of restricted stock or restricted stock units will vest, if time based, over a period of no less than three years and, if performance based, over a period of not less than one year.

Dividend Equivalents.    The Committee may provide for the payment of dividends or dividend equivalents with respect to any award of restricted stock or restricted stock units and other share-based awards. Stock options and stock appreciation rights do not include dividend equivalent rights.

Other Stock-Based or Cash-Based Awards.    The Committee may also make grants in the form of other stock-based or cash-based awards, including but not limited to the cash incentive awards described below and further including but not limited to performance units, SARs (payable in cash or shares) or dividend equivalents, each of which may be subject to the attainment of performance goals or a period of continued employment or other terms and conditions as permitted under the Plan.

Cash Incentive Awards.    The Plan authorizes performance-based cash incentive compensation to be paid to participants, including those who are “covered employees” within the meaning of Section 162(m) of the Code. The material terms of this feature of the Plan include the following:

 

  The targets for incentive payments to covered employees will consist only of one or more of the performance goals discussed below under “Performance Goals”. Such performance targets will be established by the Committee on a timely basis to ensure that the targets are considered “pre-established” for purposes of Section 162(m) of the Code.
  The Committee will not have the flexibility to pay a covered employee more than the incentive amount indicated by his/her attainment of the performance target under the applicable payment schedule. The Committee will, however, have the flexibility to use negative discretion to reduce this amount.
  The maximum value of the aggregate payments that any individual may receive in respect of any annual performance period is $15 million and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the period and the denominator of which is twelve.

 

       

 

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Proposal 2 " Plan Summary

 

 

 

Stock Subject to the Plan

The maximum number of shares of common stock reserved for the grant or settlement of awards under the Plan will be 110 million, subject to adjustment for certain business transactions and changes in capital structure, provided that each share in excess of 30 million that is issued in respect of any award that is not an option or stock appreciation right will be counted against the 110 million share limit as four and one-half shares.

Outstanding and Unissued Grants: As of December 31, 2015, under the Plan, stock options with respect to 18.2 million shares of common stock were outstanding with a weighted average exercise price of $54.89 and a weighted average remaining term of 4.27 years. In addition, there were 3.1 million shares subject to unvested restricted stock or restricted stock units and 0.9 million shares subject to unvested performance awards outstanding as of that date. There were approximately 40 million shares available for issuance under the Plan as of December 31, 2015. The closing price of the Company’s common stock on December 31, 2015, was $66.60 per share.

Shares issuable under the Plan may be either authorized but unissued shares of the Company’s common stock or shares of the Company that have been reacquired by the Company in the open market, in private transactions or otherwise. Shares issued with respect to awards assumed by the Company in connection with any merger, acquisition or related transaction will not reduce the total number of shares available for issuance under the Plan.

Shares of stock that are exchanged by a grantee or withheld by the Company as full or partial payment in connection with any award, as well as any shares of stock exchanged by a grantee or withheld by the Company to satisfy the tax withholding obligations related to any award under the Plan, will not be available for subsequent awards.

Shares that are forfeited, canceled, exchanged or surrendered and shares with respect to awards that terminate or expire without a distribution of shares to the grantee will again be available for awards under the Plan. The total number of shares underlying an exercised SAR will not again be available for awards under the Plan.

Future Plan Benefits

Future benefits under the Plan cannot be determined at this time because the grants are at the discretion of the Committee.

Change in Control

For awards granted under the Plan prior to April 27, 2011, all outstanding stock options will become fully exercisable and all restrictions on outstanding awards will automatically lapse upon a change in control.

 

 

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Proposal 2 " Plan Summary

 

 

 

The treatment of awards granted under the Plan on or after April 27, 2011, upon a change in control will vary depending on whether the Company is the surviving entity and, if not, whether the awards are assumed by an acquiring entity.

 

Vehicle   Company is Surviving Entity or
Acquiring Entity Assumes or
Provides for Substitute Awards
  Company is Not the Surviving
Entity and Acquiring Entity Does
Not Assume or Provide
for Substitute Awards

Stock Options and Stock Appreciation Rights

 

Awards remain in place or substitute awards issued.

 

Upon termination by employer without cause or termination by employee for good reason within twenty four months after change in control, awards vest in full and remain exercisable for two years, or until the original expiration date, whichever occurs first, subject to the terms of the Company’s change in control severance plans.

  Immediately vested and cancelled in exchange for payment in an amount equal to (i) the excess of the fair market value per share of the stock subject to the award immediately prior to the change in control over the exercise or base price per share of stock subject to the award multiplied by (ii) the number of shares granted.

Time-Vested Awards

 

Awards remain in place or substitute awards issued.

 

Upon termination by employer without cause or termination by employee for good reason within twenty four months after change in control, awards vest in full.

  Immediately vested and cancelled in exchange for a payment equal to the fair market value per share of the stock subject to the award immediately prior to the change in control multiplied by the number of shares granted.

Performance-Based Awards

 

Awards are converted into time-vested awards at target, without proration and treated consistent with time-vested awards as described above.

 

 

Awards are converted into time-vested awards at target, without proration and treated consistent with time-vested awards as described above.

 

The Compensation Committee may in its sole discretion cash out awards or cancel underwater stock options or stock appreciation rights under the Plan.

Performance Goals

For participants who are subject to Section 162(m) of the Code, the performance targets referenced above will be established by the Committee based on one or more of the following measures:

Earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); pre-tax income or after-tax income; earnings per common share (basic or diluted); operating profit; revenue, revenue growth or rate of revenue growth; return on assets (gross or net), return on investment, return on capital, or return on equity; returns on sales or revenues; operating expenses; stock price appreciation; cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; implementation or completion of critical projects or processes; economic value created; cumulative earnings per share growth; operating margin or profit margin; common stock price or total stockholder return; cost targets, reductions and savings, productivity and efficiencies; strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the

 

       

 

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Proposal 2 " Plan Summary

 

 

 

development of long-term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and any combination of, or a specified increase in, any of the foregoing.

Where applicable, the performance goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a subsidiary or affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Committee shall have the authority to make equitable adjustments in the performance targets.

General Provisions

Nontransferability, Deferrals and Settlements.    Awards generally are transferable only by will or under the laws of descent and distribution. Awards cannot be transferred to independent third parties for consideration without stockholder approval. The Committee may require or permit grantees to elect to defer the issuance of shares of stock (with settlement in cash or stock as may be determined by the Committee or elected by the grantee in accordance with procedures established by the Committee), or the settlement of awards in cash under such rules and procedures as established under the Plan to the extent that such deferral complies with Section 409A of the Code. It may also provide that deferred settlements include the payment or crediting of interest on such amounts.

Clawback.    Awards are subject to the Company’s Clawback Policy for Incentive-Based Compensation.

Taxes.    The Company or any subsidiary or affiliate is authorized to withhold, from any award granted, any payment relating to an award, including from a distribution of stock or any other payment to a grantee, amounts of withholding and other taxes due in connection with any transaction involving an award, and to take such other action as the Committee may deem advisable to enable the Company and grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any award.

Stockholder Approval, Amendment and Termination

The Plan, as last amended, became effective upon approval by the Board of Directors on March 14, 2016, subject to approval by the stockholders of the Company. If the Plan, as amended, is not approved by the Company’s stockholders, the Plan will remain in effect in accordance with its terms as in effect before the amendments approved by the Board on March 14, 2016 (subject to the ability of the Board to amend, alter or discontinue the Plan as described below) and the Company may continue to make awards under the Plan although the ability to make performance-based awards under Section 162(m) will expire.

The Board may amend, alter or discontinue the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the applicable participants. Stockholder approval is required with respect to any amendment that materially increases benefits provided under the Plan or materially alters the eligibility provisions of the Plan. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan will terminate in 2017, the tenth anniversary of its initial adoption, though awards made before the expiration will remain outstanding in accordance with their terms. No awards will be granted under the Plan after such termination date.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax consequences to Plan participants and the Company with respect to Options and SARs. The tax consequences described below are based on current laws, regulations and interpretations thereof, all of which are subject to change. In addition, the discussion is limited to federal income taxes and does not attempt to describe state and local or other tax consequences to participants or the Company.

Nonqualified stock options.    With respect to nonqualified stock options, no income for federal income tax purposes will be recognized by the optionee (and no deduction will be permitted the Company) upon the grant of the option. The difference between the option exercise price and the fair market value of the stock on the date the option is exercised will be taxable as ordinary income to the optionee and will be deductible by the Company as compensation on such date. Gain or loss on the subsequent sale of such stock will be eligible for capital gain or loss treatment by the optionee and will have no federal income tax consequences to the Company.

Incentive stock options.    With respect to ISOs, if the optionee does not make a “disqualifying disposition” of

 

 

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Proposal 2 " Plan Summary

 

 

 

stock acquired on exercise of such option, no income for federal income tax purposes will be recognized by the optionee upon the grant or exercise of the option (except that the amount by which the fair market value of the stock at time of exercise exceeds the option exercise price (the “ISO spread”) will be a tax preference item under the alternative minimum tax rules). In the event of a subsequent sale of the stock received upon exercise that was not a “disqualifying disposition,” any amount realized in excess of cost will be taxed as capital gain and any loss sustained will be capital loss. In such case, the Company will not be entitled to a deduction for federal income tax purposes in connection with the issuance or exercise of the option.

A “disqualifying disposition” will occur if the optionee makes a disposition of the shares received upon exercise within two years from the date of the granting of the option or within one year after exercise in respect of such shares. If a disqualifying disposition is made, the difference between the option exercise price and the lesser of (i) the fair market value of the Company stock at the time the option is exercised or (ii) the amount realized upon disposition of the Company stock will be treated as ordinary income to the optionee at the time of disposition and will be allowed as a deduction to the Company. Any remaining gain realized by the optionee will be taxed as capital gain. A “disqualifying disposition” occurring in a year subsequent to the year of exercise for an amount less than the exercise price will not eliminate the treatment of the ISO spread as an alternative minimum tax preference item of the optionee in the year of exercise.

SARs.    With respect to SARs, the fair market value of the shares issued or the amount of cash paid by the Company upon exercise of such rights will be taxable as ordinary income to the holder of the rights and will be deductible by the Company, in each case as of the date of exercise. Gain or loss on the subsequent sale of any such shares will be eligible for capital gain or loss treatment by the recipient and will have no federal income tax consequences to the Company.

Equity Compensation Plan Information

The following table summarizes information regarding outstanding options and shares available for future issuance as of the close of business on December 31, 2015 under the Company’s equity compensation plans.

 

       

 

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Proposal 2 " Plan Summary

 

 

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY

COMPENSATION PLANS AS OF DECEMBER 31, 2015

(Shares and option amounts in thousands, except per share)

 

Plan Category    Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
   Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights(1)
   Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans(2)

Equity compensation plans approved by security holders

   22,928(3)                     $54.89                 39,815                 

Equity compensation plans not approved by security holders

   14(4)                     —                 (5)              

Total

   22,942(6)                     $54.89                 39,815(7)              
(1) Represents the weighted-average exercise price of the outstanding stock options only; the outstanding stock-settled time-vested and performance-based restricted stock units and deferred stock units are not included in this calculation.

 

(2) Reflects shares available pursuant to the issuance of stock options, restricted stock, restricted stock units or other stock-based awards under the Plan (see Note 19 to the company’s Consolidated Financial Statements in the Company’s 2015 Annual Report on Form 10-K). The maximum number of shares of stock reserved for the grant or settlement of awards under the Plan (the “Share Limit”) is 110,000 and is subject to adjustment as provided therein; provided that each share in excess of 30,000 issued under the Plan pursuant to any award settled in stock, other than a stock option or stock appreciation right, is counted against the foregoing Share Limit as four and one-half shares for every one share actually issued in connection with such award. (For example, if 32,000 shares of restricted stock are granted under the Plan, 39,000 shall be charged against the Share Limit in connection with that award.)

 

(3) Includes stock-settled time-vested and performance-based restricted stock units granted and stock units deferred under the Plan, the Stock Performance Plan, the Variable Compensation Plan and the Stock Accumulation and Deferred Compensation Plan for Directors. Performance-based restricted stock units reflect the maximum number of shares to be awarded at the conclusion of the performance cycle (200 percent of the original grant). The actual award payouts can range from zero to 200 percent of the original grant.

 

(4) Includes 14 deferred stock units resulting from base salary and short-term incentive (“STIP”) deferrals under the Management Deferred Compensation Plan (“MDCP”). Under the MDCP, a select group of management or highly compensated employees can elect to defer the receipt of their base salary, STIP or Long Term Incentive (“LTI”) award. LTI deferrals are included in footnote (3) to the above chart. The Company does not match deferrals under the MDCP. There are seven core investment options under the MDCP for base salary and STIP deferrals, including deferred stock units with dividend equivalents credited as additional stock units. In general, deferred stock units are distributed in the form of DuPont Common Stock and may be made in the form of lump sum at a specified future date prior to retirement or a lump sum or annual installments after separation from service. Stockholder approval of the MDCP was not required under the rules of the New York Stock Exchange.

 

(5) There is no limit on the number of shares that can be issued under the MDCP and no further shares are available for issuance under the other equity compensation arrangements described in footnote (4) to the above chart.

 

(6) As of February 29, 2016 , there were 18,860 options outstanding under the Company’s existing stock plans (at a weighted average exercise price of $56.40 and weighted average remaining contractual term of 4.77 years), 4,868 time-vested restricted stock units and performance-based restricted stock units (reflected at 200%) and 651 deferred units under various deferral programs.

 

(7) As of February 29, 2016, the number of shares available for future grants under the Plan is 36,251, of which 10,555 are available for full value awards.

 

PROPOSAL 2:

 

  

The Board of Directors recommends that you vote “FOR” the following resolution:

 

RESOLVED that the stockholders approve the E. I. du Pont de Nemours and Company Equity and Incentive Plan, as amended and restated and presented to the stockholders.

APPROVAL OF

AMENDMENT TO, AND PERFORMANCE GOALS UNDER, E. I. DU PONT DE NEMOURS AND COMPANY EQUITY

AND INCENTIVE PLAN  

  
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AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the “Committee”) assists the Board in fulfilling its oversight responsibilities with respect to the external reporting process and the adequacy of the Company’s internal controls. Specific responsibilities of the Committee are set forth in the Audit Committee Charter adopted by the Board and last amended effective March 1, 2016. The Charter is available on the Company’s website (www.dupont.com) under Investors — Corporate Governance.

The Committee is comprised of five directors, all of whom meet the standards of independence adopted by the New York Stock Exchange and the Securities and Exchange Commission. Subject to stockholder ratification, the Committee appoints the Company’s independent registered public accounting firm. The Committee approves in advance all services to be performed by the Company’s independent registered public accounting firm in accordance with the Committee’s Policy on Pre-approval of Services Performed by the Independent Registered Public Accounting Firm. A summary of the Policy is included with this Proxy Statement as part of the proposal seeking ratification of the independent registered public accounting firm.

Management is responsible for the Company’s financial statements and reporting process, for establishing and maintaining an adequate system of internal control over financial reporting, and for assessing the effectiveness of the Company’s internal control over financial reporting. PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm, is responsible for auditing the Company’s Consolidated Financial Statements and for assessing the effectiveness of internal control over financial reporting. The Committee has reviewed and discussed the Company’s 2015 Annual Report on Form 10-K, including the audited Consolidated Financial Statements of the Company and Management’s Report on Internal Control over Financial Reporting, for the year ended December 31, 2015 with management and representatives of PwC.

The Committee has also discussed with PwC matters required to be discussed by Statement on Auditing Standard No. 16 (Communications with Audit Committees), as amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Committee has received from PwC the letter and written disclosures that are required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Committee concerning independence and has discussed with PwC its independence.

The Committee has considered whether the provision to the Company by PwC of limited non-audit services is compatible with maintaining the independence of PwC. The Committee has satisfied itself as to the independence of PwC.

Based on the Committee’s review of the audited Consolidated Financial Statements of the Company, and on the Committee’s discussions with management of the Company and with PwC, the Committee recommended to the Board of Directors that the audited Consolidated Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

AUDIT COMMITTEE

Patrick J. Ward, Chair

Lamberto Andreotti

Robert A. Brown

James L. Gallogly

U. Mark Schneider

 

       

 

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PROPOSAL LOGO   RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Article III, Section 4, of the Bylaws provides that it shall be the duty of the Audit Committee to employ, subject to stockholder ratification at each annual meeting, independent public accountants to audit the books of account, accounting procedures and financial statements of the Company for the year and to perform such other duties as prescribed from time to time by the Audit Committee. On May 13, 2015, the stockholders ratified the appointment by the Audit Committee of PricewaterhouseCoopers LLP (PwC) to perform the functions assigned to it in accordance with the Bylaws.

PwC, an independent registered public accounting firm, has served as the Company’s independent accountants continuously since 1954. The Audit Committee believes that the knowledge of the Company’s business PwC has gained through this period of service is valuable. While from time to time, the Audit Committee considers whether there should be a rotation of the independent registered public accounting firm in order to assure continuing auditor independence, it and the Board believe that the continued retention of PwC is in the best interests of the Company and its investors.

Pursuant to the SEC rules, the lead partner must be rotated after five years giving the Company the benefit of new thinking and approaches. The Audit Committee and its chairperson are involved in the selection of the lead partner.

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

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; and agreed-upon or expanded audit procedures related to regulatory requirements. Tax services include selected non-U.S. 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.

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.

 

 

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Proposal 3 " Ratification of Independent Registered Public Accounting Firm

 

 

 

The Audit Committee pre-approved all services rendered by and associated fees paid to PwC for fiscal years 2015 and 2014. These are shown by category in the following table.

 

       

2015

(in millions)

      

2014

(in millions)

Audit Fees

     $ 15.8         $15.0

Audit-Related Fees1

       1.1         14.2

Tax Fees

       0.2         0.6

All Other Fees2

       3.0         9.3

TOTAL

     $ 20.1         $39.1
1. The decrease in Audit Related Fees in 2015 is primarily attributable to the completion in 2014 of a significant portion of the carve-out audit work related to the separation of Performance Chemicals.

 

2. The decrease in All Other Fees in 2015 is primarily attributable to a decrease in supply chain consulting services related to the Company’s strategic review of its end-to-end supply chain (“E2E”) projects in 2015.

Subject to ratification by the holders of DuPont Common Stock, the Audit Committee has reemployed PwC as the independent registered public accounting firm to audit the Company’s Consolidated Financial Statements for the year 2016 and to render other services as required of them. The Audit Committee actively oversees the fee negotiations and approves the fees associated with the reemployment of PwC. Representatives of PwC are expected to be present at the meeting and will have an opportunity to address the meeting and respond to appropriate questions.

 

PROPOSAL 3:

 

  

The Board of Directors recommends that you vote “FOR” the following resolution:

 

RESOLVED: That the action of the Audit Committee in employing PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year 2016 to perform the functions assigned to it in accordance with Article III, Section 4, of the Bylaws of E. I. du Pont de Nemours and Company hereby is ratified.

RATIFICATION OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING FIRM  

  
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OWNERSHIP OF COMPANY STOCK

As of March 18, 2016, set forth below is certain information concerning beneficial owners known to DuPont of more than five percent of DuPont’s outstanding Common Stock:

 

Name and Address of Beneficial Owner    Number of Shares
Beneficially Owned
   Percent of
Shares
Outstanding(4)

Capital World Investors

333 South Hope Street

Los Angeles, CA 90071

   70,589,799(1)         8.10%

Blackrock, Inc.

55 East 52nd Street

New York, NY 10055

   53,971,551(2)         6.19    

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

   52,755,202(3)         6.05    
(1) Based solely on a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2016. Capital World Investors reported that it has sole voting and dispositive power with respect to 70,589,999 shares on December 31, 2015.
(2) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2016, Blackrock, Inc. reported that it has sole voting power with respect to 46,281,597 shares and sole dispositive power with respect to 53,971,551 shares as of December 31, 2015.
(3) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 11, 2016, The Vanguard Group reported it has sole voting power with respect to 1,642,179 shares, shared voting power with respect to 90,300 shares, sole dispositive power with respect to 51,012,620 shares, and shared dispositive power with respect to 1,742,582 shares as of December 31, 2015.
(4) Based upon DuPont’s Common Stock outstanding as of January 29, 2016.

 

 

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SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table includes shares of DuPont Common Stock beneficially owned by each director, by each of the Board’s nominees, by each executive officer named in the 2015 Summary Compensation Table and by all directors and executive officers as a group as of December 31, 2015, and, for Ms. Kullman, as of her retirement date (October 16, 2015). Under rules of the Securities and Exchange Commission, “beneficial ownership” includes shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not the shares are held for the individual’s benefit.

 

      Amount and Nature of Beneficial
Ownership (Number of Shares)
Name    Direct(1)    Indirect(2)    Right to
Acquire(3)
   Percent
of Class

L. Andreotti

   0       0       9,722       *

E. D. Breen

   40,987       0       18,105       *

R. A. Brown

   0       110       27,087       *

A. M. Cutler

   5,000       0       48,897       *

E. I. du Pont

   769       1,655       27,019       *

J. L. Gallogly

   17,250       0       3,170       *

M. A. Hewson

   2,896       0       36,970       *

L. D. Juliber

   1,000       600       67,253       *

U. M. Schneider

   0       0       3,316       *

L. M. Thomas

   7,499       2,000       10,126       *

P. J. Ward

   0       0       5,577       *

J. C. Borel

   101,527       13,067       262,143       *

J. C. Collins

   23,190       0       68,619       *

N. C. Fanandakis

   102,996       2,000       244,996       *

C. M. Doyle

   0       0       13,625       *

E. J. Kullman

   348,945       42,626       962,431       *

Directors and Executive Officers as a Group

   691,795       62,058       1,986,863       *
* Less than one percent.

 

(1) These shares are held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account.

 

(2) This column includes other shares over which directors and executive officers have or share voting or investment power, including shares directly owned by certain relatives with whom they are presumed to share voting and/or investment power, and shares held under the Company’s Retirement Savings Plan (“RSP”).

 

(3) This column includes shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from December 31, 2015, through the exercise of stock options or through the conversion of RSUs or deferred stock units granted or held under DuPont’s equity-based compensation plans.

Section 16(a) Beneficial Ownership Reporting Compliance

Directors and executive officers are required to file reports of ownership and changes in ownership of DuPont Common Stock with the Securities and Exchange Commission. Based on our review of copies of reports we have received, and written representations received from our directors and executive officers with respect to filing of reports on Forms 3, 4 and 5, we believe that during 2015 all such required reports were filed on a timely basis except for a Form 4 filing for each of Messrs. Breen and Thomas that was filed late due to administrative error.

 

       

 

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No individual who served on the Human Resources and Compensation Committee in 2015 was at any time during the year, while he or she was a member of such committee, an officer or employee of DuPont or any of its subsidiaries nor was any such person a former officer of DuPont or any of its subsidiaries. No individual who served on the Human Resources and Compensation Committee in 2015 had any relationship requiring disclosure under the Securities and Exchange Commission’s rules for disclosure of related party transactions. In addition, no member of the Board of Directors is an executive officer of another entity at which one of DuPont’s executive officers serves on the board of directors.

 

COMPENSATION COMMITTEE REPORT

 

The Human Resources and Compensation Committee (the “Compensation Committee”) of the Board of Directors has reviewed the Compensation Discussion and Analysis (“CD&A”) section included in this Proxy Statement.

 

The Compensation Committee has also reviewed and discussed the CD&A with management.

 

Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in DuPont’s Annual Report on Form 10-K for the year ended December 31, 2015, and in this Proxy Statement.

 

The members of the Compensation Committee of the Board of Directors have provided this report.

 

HUMAN RESOURCES AND COMPENSATION COMMITTEE

 

Lois D. Juliber, Chair

 

Alexander M. Cutler

Eleuthère I. du Pont

Marillyn A. Hewson

Lee M. Thomas

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

In this section, we review the objectives and elements of DuPont’s executive compensation program and discuss and analyze the 2015 compensation decisions regarding our Named Executive Officers (“NEOs”). For 2015 our NEOs are or were, as applicable:

      Edward D. Breen, Chair and Chief Executive Officer

      Nicholas C. Fanandakis, Executive Vice President and Chief Financial Officer

       James C. Borel, Former Executive Vice President (retiring March 31, 2016)

      James C. Collins, Executive Vice President

       C. Marc Doyle, Executive Vice President

       Ellen J. Kullman, Former Chair and Chief Executive Officer (retired October 16, 2015)

 

EXECUTIVE SUMMARY

DuPont is a science company. We work collaboratively to find sustainable, innovative, market-driven solutions to meet some of the world’s biggest challenges, making lives better, safer and healthier for people everywhere.

OUR EXECUTIVE COMPENSATION PHILOSOPHY

We design our executive compensation programs to attract, motivate, reward and retain the high-quality executives necessary for Company leadership and accomplishment of our strategies.

Our compensation programs are designed and administered to follow these core principles:

      Establish a strong link between pay and performance

      Align executives’ interests with stockholders’ interests

      Reinforce business strategies and drive long-term sustained stockholder value

We regularly review best practices in governance and executive compensation to ensure that our programs align with our core principles. Here are some of the compensation practices we follow:

2015 COMPENSATION PRACTICES AND POLICIES

 

What We Do   ü    Use performance metrics to align pay with performance
  ü    Balance short- and long-term incentives using multiple performance metrics
  ü    Put caps on incentive compensation
  ü    Set rigorous stock ownership requirements for NEOs (values equal to a target multiple of base salary)
  ü    Maintain a compensation recovery policy (clawbacks)
  ü    Employ an independent compensation consultant to review and advise on executive compensation
  ü    Use tally sheets
    ü   

Regularly review the Human Resources and Compensation Committee (the “Committee”) Charter to ensure best practices and priorities

 

What We Don’t Do           ×    Enter into employment agreements (except for newly hired executives when there is a demonstrated business need)
  ×    Sign severance agreements (except in the event of a change in control (double trigger) or limited-duration agreements for newly hired executives when there is a demonstrated business need)
  ×    Establish or allow excessive compensation practices that encourage excessive risk taking
  ×    Allow short sales, hedging, margin accounts, or securities pledging of DuPont stock
  ×    Reload, reprice, or backdate stock options
  ×    Grant stock options with an exercise price less than fair market value
  ×    Tax gross-ups on benefits and perquisites (except for relocation benefits and in limited circumstances in connection with a qualifying termination in connection with a change in control)
    ×    Pay dividends on unvested or unearned performance share units

 

       

 

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Compensation Discussion and Analysis " Executive Summary

 

 

 

Strategy

Our near-term focus is to deliver earnings growth while positioning the businesses to compete successfully over the long term; continue to improve capital allocation and working capital performance; and complete the proposed merger of equals with Dow.

We have dramatically refined our portfolio to focus investment in areas of significant opportunity with increased focus on efficiency, cost discipline, and accountability.

The goal is to increase agility and responsiveness to market conditions, a necessity to win in a globally competitive environment, and drive growth across three strategic priorities: extending leadership in agriculture and nutrition, strengthening and growing advanced materials capabilities, and developing a world leading bio-based industrial business.

Our Performance in 2015

In 2015, our full-year operating earnings per share were $2.77* versus $3.36* in prior year. Excluding negative currency impact of $0.71 per share, operating earnings increased 4 percent. Net sales were $25.1 billion versus $28.4 billion in prior year. Excluding the impact from currency and portfolio changes, sales declined 3 percent. Segment pre-tax operating earnings of $4.2 billion* included approximately $785 million of negative impact from currency. Operating margins expanded in each segment, except Agriculture, on cost reductions and improved productivity. Cost reductions from our 2014 operational redesign are essentially complete and contributed an incremental $0.40 per share to full-year 2015 operating earnings.

On July 1, 2015, the Company completed the separation of its Performance Chemicals segment through the spin-off (the “Chemours Spin-off”) of The Chemours Company (“Chemours”).

On December 11, 2015, we, together with The Dow Chemical Company (“Dow”), announced that the companies will combine in an all-stock merger of equals. The merger is expected to close in the second half of 2016, subject to customary closing conditions, including regulatory approvals and approvals by both DuPont and Dow shareholders. The combined company will be named DowDuPont Inc. (“DowDuPont”).

After the merger and subject to the receipt of approval by the board of directors of DowDuPont, the intent is to separate the combined company’s agriculture business, specialty products business and material sciences business into three independent companies.

 

* Operating earnings per share and pre-tax operating earnings are non-GAAP financial measures. See Appendix B for additional information regarding these and other non-GAAP financial measures.

Key Initiatives

We are making progress on three key initiatives: our cost structure, our working capital and our capital spending. Our 2016 global cost savings and restructuring plan is designed to reduce 2016 costs by $730 million versus 2015 or $1 billion on a run-rate basis by year-end 2016. This plan will further simplify our organization into fewer larger businesses with integrated research & development, engineering and manufacturing functions, accelerate decision making and connect us even more closely to our end markets. It will sharpen our focus by giving the businesses more control over their financial performance and more agility to pursue growth.

These changes will make our businesses leaner, stronger competitors in every market where we do business. Importantly, these efforts are bringing even greater discipline and rigor to the investments we continue to make in the businesses to maintain our competitive advantage and better connect our science to the marketplace. The long-term success of our businesses will be driven by innovation and strong return on R&D investments.

Each of our businesses has set individual goals for improving working capital for 2016. We have also launched a company-wide project to review working capital from a top-down perspective. We are benchmarking our performance in payables, receivables and inventory against industry leaders and believe the opportunity for improvement is significant.

Our third area of focus is capital allocation. Our capital spending is guided by long-term goals. For 2016, our capital expenditures are expected to be about $1.1 billion. This represents about a $500 million decline from prior year (which includes a $300 million decline due to the Chemours Spin-off) and reflects our commitment to improving our capital allocation process as we scrutinize returns on a project-by-project basis. In summary, all of these activities demonstrate our focus on strengthening DuPont while creating sustainable shareholder value.

 



 

 

 

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Priorities for 2016

Our priorities for 2016 are simple — we have three. The first is delivering growth in operating earnings. An important driver of this growth will be delivering the $1 billion in run-rate cost savings and the organizational efficiencies that come with the 2016 global cost savings and restructuring plan. Equally important, we are placing significant emphasis on keeping the business steady and on track. We are very focused on connecting even more closely with customers to deliver the value-added solutions they expect from DuPont. The second priority is driving improved capital allocation and working capital performance to generate more cash and to enhance our returns. Finally, we are focused on closing the DuPont and Dow merger transaction, planning for synergies and preparing for the intended separations.

Financial Highlights*

Net sales were down 12 percent to $25.1 billion primarily due to negative currency impacts and overall weakness in agriculture markets. Excluding currency, operating earnings per share (“Operating EPS”)(1) grew 4 percent. In 2015, we also repurchased $2.4 billion of our common stock.

 

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* All financial highlights are on a continuing operations basis.

 

(1) See Appendix B for additional information regarding these and other non-GAAP financial measures.

CAPITAL RETURNED TO STOCKHOLDERS

(DOLLARS IN MILLIONS)

 

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FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN

VS S&P 500 AND DOW JONES INDUSTRIAL AVERAGE

 

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The graph assumes that the values of DuPont Common Stock, the S&P 500 Stock Index and the Dow Jones Industrial Average were each $100 on December 31, 2010, and that all dividends were reinvested.

Summary of Our 2015 Compensation Actions

Linking Pay with Performance

Pay actions for our NEOs in 2015 reflected our Company performance.

2015 SHORT-TERM PERFORMANCE AND INCENTIVE COMPENSATION

The NEO average payout factor under our short-term incentive program (“STIP”) was 40% of target in 2015, down from 54% of target in 2014, which is based on a combination of (i) Operating EPS versus target, calculated to include the Performance Chemicals Segment prior to the Chemours Spin-off, and (ii) the business units’ performance (versus targets in operating earnings, revenue, and cash flow from operations). For further discussion, please see the section entitled “2015 Compensation Decisions — Our Annual Compensation Program.”

LONG-TERM PERFORMANCE AND INCENTIVE COMPENSATION

Performance-based restricted stock units (“PSUs”) for the 2013 to 2015 performance period were paid out at 100%, or target. The payout with respect to PSUs is based on the Company’s percentile ranking for both revenue growth and TSR (stock price appreciation plus dividends) over the three-year period, in each case, against its peer group. TSR for the 2013 PSU program was calculated based on a practice predominant among our peer group members for compensation purposes and in accordance with the terms of the plan. For further discussion, please see the section entitled “2015 Compensation Decisions — Our Long-Term Incentive Program.”

CEO Transition

Effective November 9, 2015, the Board of Directors appointed Edward D. Breen as Chair of the Board and Chief Executive Officer following Ms. Kullman’s retirement on October 16, 2015. Mr. Breen had served as Interim Chair and Chief Executive Officer of the Company since October 16, 2015, and, prior to that, as Interim Executive Officer from October 6, 2015. He joined the Company’s Board of Directors in February 2015.

In connection with his appointment as Interim Executive Officer, Mr. Breen was granted 100,000 restricted stock units (“RSUs”). The RSUs vested monthly on a ratable basis over a period of up to six months of continued service and on a pro-rata daily basis during the final month of service. In accordance with the terms of the award, and in connection with his appointment as CEO, the RSUs vested through January 31, 2016, and the remainder of the award was forfeited. Mr. Breen did not receive a base salary during his time as Interim Executive Officer or Interim Chair and Chief Executive Officer.

 



 

 

 

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The Board of Directors also approved, upon recommendation of the Committee, the following compensation arrangement for Mr. Breen:

 

     Annual base salary of $1.5 million effective January 1, 2016;
     Target short term incentive award of $2.4 million for the 2016 performance year under the Company’s Equity and Incentive Plan (“EIP”);
     Target long-term incentive (“LTI”) award of $11.1 million under the EIP. The LTI award was delivered in two parts as follows: (1) a grant, effective November 6, 2015, of non-qualified stock options with a grant date fair value of $4.44 million with 1/3 of this grant vesting on the first, second and third anniversaries of the grant date; and (2) a grant of PSUs with a grant date fair value of $6.66 million. The PSUs were issued contemporaneous with the annual LTI grant for the Company’s eligible employees on February 3, 2016, and cover the three-year performance period beginning January 1, 2016. Mr. Breen will be entitled to retirement treatment on the LTI award contingent on the Board’s consent to his retirement date and transition plan. He also participates in the Company’s Senior Executive Severance Plan.

TARGET COMPENSATION PAY MIX

To reinforce our pay-for-performance philosophy, at least 80% of targeted total direct compensation (“TDC”) for our NEOs is at risk and, therefore, fluctuates with our financial results and share price. We believe this approach motivates our executives to consider the impact of their decisions on stockholder value. This approach was used to structure Mr. Breen’s 2016 target TDC.

TARGET COMPENSATION MIX

 

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2015 SAY ON PAY RESULTS   

Last year, our stockholders were given the opportunity to participate in an advisory vote on the compensation of our NEOs. Approximately 96% of stockholders approved the compensation of our NEOs. This vote outcome indicated a high level of support for our practices and was consistent with stockholder support in recent years.

 

In an ongoing effort to maintain a strong link between pay and performance, the Committee made the following design changes to our STIP and LTI compensation programs with respect to the CEO and other NEOs for 2015:

 

  Changed STIP weighting and performance measures

—    Corporate operating EPS — increased weight from 20% to 40%; also raised the performance threshold from 70% to 80%

—    Replaced business unit after-tax operating income with operating earnings and increased weight from 15% to 25%

—    Increased weight of business unit revenue from 15% to 25%

—    Decreased weight of business unit cash flow from operations from 20% to 10%

—    Eliminated Dynamic Planning Factor

—    Changed individual performance from an additive to a modifier

  Changed 2015 LTI Performance Share Units measure

—    After-tax operating earnings growth (replaced relative revenue growth)

—    Maintained relative TSR as other metric

 

The Committee has made the following design changes to our STIP and LTI compensation programs with respect to the CEO and other NEOs for 2016:

 

  Changed STIP weightings: business unit operating earnings threshold performance raised from 70% to 80% and simplified the plan further by eliminating the CFFO metric and increased the weighting of Corporate EPS for Officers to 50%.

  Eliminated RSUs and increased weight on PSUs and Stock Options

  Moved to a 10-year stock option term from a 7-year term, which aligns with market practice

  Changed metric for 2016 LTI Performance Share Units to 100% Relative TSR

 

 



 

 

 

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HOW WE DETERMINE EXECUTIVE COMPENSATION

The Committee determines compensation for our NEOs and other executive officers and recommends CEO compensation to the independent Board members for its approval. The NEOs are the Company’s current and former Chair and CEO, the Chief Financial Officer, and the three next most highly compensated executive officers.

In 2015, the Committee again retained Frederic W. Cook & Co., Inc. (“Cook”), as its independent compensation consultant on executive compensation matters. Cook performs work at the direction and under the supervision of the Committee, and provides no services to DuPont other than those for the Committee.

Oversight Responsibilities for Executive Compensation

Summarized in the table below are responsibilities for executive compensation.

 

Human Resources and Compensation Committee     

Establishes executive compensation philosophy

 

    

Approves incentive compensation programs and target performance expectations for STIP and PSU

 

    

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

 

      

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

 

All Independent Board Members     

Assess performance of the CEO

 

      

Approve all compensation actions for the CEO, including base salary, target and actual STIP, LTI grant, and target and actual PSU award

 

Independent Committee

Consultant — Cook

    

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

 

      

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

 

CEO     

Provides a performance assessment of the other executive officers

 

      

Recommends compensation targets and actual awards for the other executive officers

 

In addition to Company performance, the Committee considers a broad array of facts and circumstances in finalizing executive officer pay decisions, including competitive analysis, pay equity multiples and tally sheets.

 

       

 

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We Conduct a Competitive Analysis

To ensure a complete and robust picture of the overall compensation environment and consistent comparisons for the CEO and other NEOs, compensation is assessed primarily against published compensation surveys. These surveys represent large companies with median revenue comparable to DuPont’s “market,” including surveys by Towers Watson and Aon Hewitt.

Peer Group Analysis

We also use a select group of peer companies (“peer group”) to:

 

     Benchmark pay design including mix and performance criteria
     Measure financial performance for the PSU program
     Test the link between pay and performance

Because of the smaller number of companies in our peer group, we periodically find volatility in compensation levels year over year. Therefore, we use market survey information as the primary source of competitive data. Peer group compensation data is used only for the CEO and only as a secondary data point as described above.

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

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

 

     Publicly traded U.S. companies and select European companies traded on the New York Stock Exchange to facilitate pay design and performance comparisons
     Direct business competitors
     Companies similar in annual revenue size to DuPont — one-third to triple revenue-size criterion
     Meaningful international presence — at least one-third of revenues earned outside of the United States
     Scientific focus/research intensity — the criterion of a minimum of two percent research and development expense as percent of revenue results in the inclusion of several pharmaceutical companies. DuPont’s research and development expense tends to be higher than that of industry peers

The 2015 peer group did not change from 2014 and consists of the following companies:

2015 PEER GROUP

 

3M Company    Emerson Electric Co.    Merck & Co., Inc.
Air Products & Chemicals, Inc.    Honeywell International Inc.    Monsanto Company
Baxter International Inc.    Ingersoll-Rand plc    The Procter & Gamble Company
The Boeing Company    Johnson & Johnson    Syngenta AG
Caterpillar Inc.    Johnson Controls, Inc.    United Technologies Corporation
The Dow Chemical Company    Kimberly-Clark Corporation     

Following the Chemours Spin-off, the Committee reviewed the selection criteria and Peer Group. Based on this review, the Committee made no changes to the selection criteria but did approve the following changes to the Peer Group for 2016:

 

  Eliminated Air Products & Chemicals, Inc. and The Boeing Company because they no longer met the revenue size criteria
  Added Danaher Corporation and Deere & Company, which align with our selection criteria and have similar business characteristics

Tally Sheets

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

 

 

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COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

The components of our executive compensation program align with our compensation philosophy.

DIRECT COMPENSATION COMPONENTS

 

Pay Element    Role in Program/Objectives    How Amounts Are Determined
Base salary   

 

 

Provides regular source of income for NEOs

 

Provides foundation for other pay components

  

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

Targeted at approximately market median

 

STIP awards   

 

 

Align executives with annual goals and objectives

 

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

 

  

Actual payout is based on performance of Company, business units and individual, if applicable

Target award is approximately market median

 

LTI awards   

 

 

 

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

 

Align the interests of executives with stockholders

 

Balance plan costs, such as accounting and dilution, with employee-perceived value, potential wealth creation opportunity and employee share ownership expectations

  

Actual value realized is based on company performance over a three-year time frame or linked to stock price

Targeted to market median

Target Compensation Pay Mix

To reinforce our pay-for-performance philosophy, at least 80% of targeted TDC is at risk and fluctuates with our financial results and share price. We believe this approach motivates executives to consider the impact of their decisions on stockholder value.

To lessen the possible risk inherent in the greater focus on long-term incentives, executives receive a mix of different forms of stock compensation:

 

     PSUs (after-tax operating earnings growth metric rewards profitability and growth in line with the Company’s long-term goals and key financial performance in relation to the peer group TSR). Overlapping performance cycles in the PSU program assure sustainability of performance
     Stock options (rewards for stock price appreciation and direct link to stockholder experience)
     RSUs (intended as retention tool and linked to stock price) — beginning in 2016 our LTI mix will no longer include RSUs; it will consist of 40% stock options and 60% PSUs

 

       

 

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TARGET COMPENSATION MIX AND “PAY AT RISK”

Mr. Breen’s 2015 compensation was 100% at risk. Beginning in 2016, Mr. Breen’s base salary and his targeted total direct compensation is aligned with our philosophy of basing at least 80% of pay on short- and long-term financial results of the Company.

 

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       90% of TDC for the CEO at risk
       18% of the amount at risk is tied to achievement of annual incentive goals, and 82% is tied to achievement of share price or financial goals over a longer period

The chart below represents the pay at risk in 2015 for our NEOs excluding the CEO.

 

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       On average, 80% of TDC for the other NEOs is at risk
       25% of the amount at risk is tied to achievement of annual incentive goals, and 75% is tied to achievement of share price or financial goals over a longer period

 

 

Benefits, Retirement and Other Compensation Components

In addition to the annual and long-term direct compensation programs designed to align pay with performance, we provide our executives with benefits, retirement plans, and limited perquisites.

 

Pay Element   Role in Program/Objectives    How Amounts Are Determined

Standard benefits and    

retirement plans

 

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

 

   Tax-qualified plans are targeted to peer group median
 

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

 

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

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

 

    

Change in Control

Severance benefits

 

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

 

   Cash payment of two times base salary and target annual incentive (three times for the CEO)
   

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

  

Pro-rated payment of the target annual incentive for the year of termination.

 

Financial counseling and outplacement services for two years (three for the CEO)

 

Tax reimbursement, if applicable

 

 

 

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Pay Element   Role in Program/Objectives    How Amounts Are Determined
Limited perquisites      

  Very limited perquisites or personal benefits

 

  
 

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

 

  
 

  For security reasons, the CEO travels on Company aircraft for business and personal travel. Commercial travel is permitted when security risk is considered minimal and the Office of the Director of Corporate Security approves such travel

 

  
   

  For security reasons, the CEO travels in a Company automobile for business and limited personal travel

 

    

Because we use only compensation practices that support our guiding principles, we do NOT offer our executives:

 

     Employment agreements (except for newly hired executives when there is a demonstrated business need)
     Severance agreements (except in the event of a change in control (double-trigger) or limited-duration agreements for newly-hired executives when there is a demonstrated business need)
     Tax gross-ups on benefits and perquisites (except for relocation benefits and in connection with a qualifying termination in connection with change in control)
     Retirement plans that grant additional years of service or include long-term incentives in the benefit calculation
     Repricing of stock options/repurchases of underwater stock options for cash

Change in Control Severance Benefits

To ensure that executives remain focused on Company business during a period of uncertainty, in 2013, DuPont adopted the Senior Executive Severance Plan. Each of the currently employed named executive officers is a participant in the plan. For any benefits to be earned under the plan, a 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 (often called a “double trigger”).

Benefits provided under the plan include:

 

     Lump sum cash payment equal to two times (three times for the CEO) the sum of the executive’s base salary and target annual bonus;
     A lump sum cash payment equal to the pro-rated portion of the executive’s target annual bonus for the year of termination;
     Continued health and dental benefits, financial counseling, tax preparation services and outplacement services for two years (three years for the CEO) following the date of termination; and
     Stock options remaining exercisable for their full term to the extent not already applicable.

Covered executives are also entitled to reimbursement of any expenses incurred in enforcing their rights under the plan and, effective in December 2015, if any payments or benefits payable to the executive (whether under the plan or otherwise) are subject to the excise tax imposed under Section 4999 of the Code, an additional gross-up payment will be made such that, on a net after-tax basis, the executive would be in the same position as if no such excise tax had been imposed. The Company determined, particularly in light of the contemplated merger of equals with Dow and intended subsequent business separations, that such a gross-up payment is appropriate for participants in the Senior Executive Severance Plan: (i) to provide reasonable assurance that the participants, especially those with a short tenure or a newly enhanced role at the Company, realize the benefit the Company intended to provide under the plan and (ii) during this time of uncertainty, to incentivize those executives to remain objective, avoid conflicts of interest and stay focused on executing the merger and intended subsequent business separations to maximize stockholder value.

The plan requires a release of claims as a condition to the payment of benefits and includes 12-month non-competition and non-solicitation provisions (18 months for the CEO) and additional non-disparagement and confidentiality provisions.

 

       

 

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For additional information about benefits under the Senior Executive Severance Plan see Potential Payments Upon Termination or Change in Control.

OTHER COMPENSATION ARRANGEMENTS WITH NEO

Mr. Borel is a party to a special agreement made in connection with his retirement from DuPont. Under the terms of that agreement, subject to execution of a release of claims, Mr. Borel became entitled effective upon his retirement to certain severance benefits generally made available to salaried DuPont employees, and Mr. Borel also agreed to be subject to one-year, post-termination non-competition and non-solicitation restrictions. In addition, provided the contemplated merger of equals with Dow is consummated on or before February 28, 2018, Mr. Borel will become entitled upon closing of the merger to a lump-sum cash payment equal to the additional cash severance (i.e., less the cash severance to which he is already entitled) that would have been provided to him under the Senior Executive Severance Plan had the merger occurred immediately before his retirement and his retirement were treated as a qualifying termination under the plan. All stock options held by Mr. Borel that were vested upon his retirement will remain exercisable for their full term, all unvested options held by him upon his retirement will become fully vested and remain exercisable for their full term, and the PSUs held by him upon his retirement will be settled in cash as of the closing of the merger based on the greater of target or actual performance as of closing.

For additional information about certain other payments to Mr. Borel, see Potential Payments Upon Termination or Change in Control.

HOW WE MANAGE COMPENSATION RISK

The Committee regularly monitors our compensation programs to assess whether those programs are motivating the desired behaviors while delivering on DuPont’s performance objectives and encouraging appropriate levels of risk-taking. In 2015, the Committee asked Cook to test whether the Company’s compensation programs encourage the appropriate levels of risk-taking given the Company’s risk profile. Cook’s review encompassed an assessment of risk pertaining to a broad range of design elements, such as mix of pay, performance metrics, goal-setting and payout curves, payment timing and adjustments, and the presence of maximum payments, as well as other mitigating program attributes. Cook’s analysis determined, and the Committee concurred, that our compensation programs do not encourage behaviors that would create undue material risk for DuPont.

Payout Limitations or Caps

Payout limitations, or “caps,” play a vital role in risk mitigation, and all metrics in the STIP and PSU programs are capped at 200% to protect against excessive payouts. Our performance/payout leverage is in line with competitive practice. Clawback provisions, stock ownership guidelines and insider trading policies that prohibit executives from entering into derivative transactions also protect against excessive risk in the Company’s incentive programs.

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.

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, after deducting shares used to pay applicable taxes and/or exercise price.

The multiples for specific executive levels are shown below. Each NEO exceeded their ownership goal.

 

Multiple of Salary      2015
Target
       2015
Actual
 

CEO*

       6x           21x   

Other NEOs average

       4x           14x   
* In 2015, Mr. Breen did not receive a base salary; therefore, the multiple above shows Ms. Kullman’s Stock Ownership prior to her retirement on October 16, 2015.

For purposes of the stock ownership guidelines, we include direct ownership of shares and stock units held in employee plans. Stock options and PSUs are not included in determining whether an executive has achieved the ownership levels.

 

 

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Compensation Recovery Policy (Clawback)

The Company has a compensation recovery policy that covers each current and former employee of DuPont or an affiliated company who is, or was, the recipient of incentive-based compensation (“Grantee”). If a Grantee engages in misconduct, then:

 

     He/she forfeits any right to receive any future awards or other equity- based incentive compensation
     The Company may demand repayment of any awards or cash payments already received by a Grantee
     The Grantee will be required to provide repayment within ten (10) days following such demand

“Misconduct” means any of the following:

 

     The Grantee’s employment or service is terminated for cause
     There has been a breach of a noncompete or confidentiality covenant set out in the employee agreement
     The Company has been required to prepare an accounting restatement due to material noncompliance, as a result of fraud or misconduct, with any financial reporting requirement under the securities laws, and the Committee has determined, in its sole discretion, that the Grantee (a) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Company or (b) personally and knowingly engaged in practices which materially contributed to the circumstances that enabled a material noncompliance to occur

Awards granted prior to March 2, 2011, are subject to the clawback provisions that were in effect at the time of the grant, as disclosed in prior years’ proxy statements.

2015 COMPENSATION DECISIONS

Our Annual Compensation Program

Annual Base Salary

In setting 2015 NEO salaries, the Committee took a wide range of facts and circumstances into consideration. These included a corporate base salary merit budget of 2.5%, business results, market competitiveness, peer group competitiveness (CEO only), internal relationships, tally sheets and individual performance. Merit increases were effective July 1, 2015.

The table below shows the base salary rate as of December 31, 2015. This information is different from the base salary provided in the 2015 Summary Compensation Table (“SCT”), which reflects the actual base pay received for the year.

 

Name     

2014

Base Salary

      

2015

Base Salary

       Change in
Base Salary
    

Primary Rationale

E. D. Breen

       N/A           N/A                    Mr. Breen did not receive a base salary until January 1, 2016

E. J. Kullman

       $1,485,000           $1,485,000                       

N. C. Fanandakis

       765,000           780,000           2.0%          Standard merit increase

J. C. Borel

       720,000           735,000           2.1%          Standard merit increase

J. C. Collins

       650,000           700,000           7.7%      

  

Received base salary increase in November 2014, which was inclusive of 2015 merit increase

 

Received base salary increase in August 2015 due to increased scope and responsibilities

C. M. Doyle

       325,000           525,000          
61.5%
  
      Standard merit increase plus promotional increase and market adjustment in recognition of his significant increase in scope of responsibilities

 

       

 

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Compensation Discussion and Analysis " 2015 Compensation Decisions

 

 

 

Annual Short-Term Incentives

Our annual incentive plan design ensures that our executives maintain a strong focus on those financial metrics (e.g., revenue growth and earnings growth) that have been shown to be closely linked to stockholder value creation over time. For 2015, STIP awards were based on the following formula, measures and weightings. The Committee approves these factors at the beginning of each fiscal year. Each element is discussed in greater detail below.

 

 

 

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(1) May be adjusted by individual performance as determined by the Compensation Committee. For 2015, STIP payouts were based solely on corporate and business unit performance.

 

 

1. Target Short-Term Incentive Program

Our STIP targets are set as a percentage of base salary, consistent with market practice. The target STIP percentage for each level is reviewed regularly against the market and approved annually by the Committee (or in the case of the CEO, by the Board). The actual calculation of the 2015 target STIP amount for the NEOs is detailed in the table below.

 

Name

     2015
Base Salary
       2015
X     Target STIP %
       2015
=     Target STIP $

E. D. Breen

       N/A           N/A         N/A

E. J. Kullman

       $1,485,000           160%         $2,376,000

N. C. Fanandakis

       780,000           100%         780,000

J. C. Borel

       735,000           100%         735,000

J. C. Collins

       700,000           100%         700,000

C. M. Doyle

       525,000           85%         446,250

2. STIP Payout Factor:

The weighted average payout factor for the STIP is based on actual performance on each measure and the weighting of that performance measure.

 

 

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STIP PERFORMANCE MEASURES

 

     Metric   Weighting  

Rationale for Use

 

Corporate performance  

Operating EPS

 

(Operating EPS compared to an internal target (Profit Objective))

  40%  

Closely aligns stockholder and executive interests

 

Provides insight with respect to ongoing operating results

 

Business unit performance

 

Because NEOs work across all businesses, their payout factor is based on the total business performance compared to aggregate targets in the three categories shown to the right.

 

Payout factors are

determined separately for each business and based on actual business performance compared to its objective for the year.

  1. Operating earnings   25%  

Measures profitability at the SBU level leading to corporate EPS results

 

 

2. Revenue

 

(Business unit revenue versus budget for the year)

 

  25%   Reflects top-line growth — critical to Company success
 

3. Adjusted cash flow from operations (CFFO)

 

(Business unit CFFO versus budget for the year)

 

  10%  

Measures our ability to translate earnings into cash, indicating the health of our business and allowing the Company to invest for the future

 

Individual performance     Individual performance assessment   Modifier  

The STIP award will be based on financial performance. Awards earned based on financial performance may be adjusted up or down to recognize individual performance. STIP awards are capped at 200% of target.

 

For 2016 we raised the performance threshold for Business Unit Operating Earnings from 70% to 80%, which supports the increased focus on this metric and our pay-for-performance philosophy. In addition, we have reduced the number of metrics by eliminating CFFO to drive focus on revenue and earnings and simplify the plan.

2015 STIP PERFORMANCE AND PAYOUT FACTORS

Corporate and business unit performances are converted to a corresponding payout factor based on the concept of “leverage,” i.e., the relationship between performance for a given metric and its payout factor. The leverage in our plan is consistent with competitive practice. For example, Operating EPS, business unit operating earnings, business unit revenue, and business unit CFFO leverage is 2:1 below target and 5:1 above target. So, participants have two percentage points in payout deducted for each one percent change in performance below target, and receive five percentage points in payout for each one percent change in performance above target. In addition to steeper slopes, performance ranges were narrowed, resulting in a threshold performance requirement of 70% for operating earnings and CFFO (80% for operating EPS and revenue metric) and a maximum payout at 120% performance or above. All metrics are capped at 200% payout.

2015 Results

The following table shows each of these performance measures, their weighting, target metrics, the actual result and payout result.

(1) Corporate Performance:

Corporate Performance was measured using the average actual percentage of target for: (A) Operating EPS for the six-month period ending June 30, 2015, including the Performance Chemicals segment; and (B) Operating EPS for the six-month period ending December 31, 2015.

 

Metric    Target      Actual      % of
Target
     Weighting     

Actual Payout

Factor %

 

(A) 1H Operating EPS*

     $2.84         $2.52         88.7%                     

(B) 2H Operating EPS*

     $0.81         $0.40         49.4%         

Total:

     N/A         N/A         69.1%         40%         0%   

 

       

 

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(2) Business Unit Performance:

Business unit performance was measured as a percentage of aggregate actual performance per metric versus aggregate target, including the Company’s Performance Chemicals segment for the six-month period ended June 30, 2015.

 

Metric    Target
($ in
millions)
   Actual
($ in
millions)
   % of
Target
   Weighting    Actual Payout
Factor %

Business Unit Operating Earnings*

   $  5,700    $  4,600    80%    25%       14.9%     

Business Unit Revenue(1)

   $31,600    $28,000    89%    25%       19.3%     

CFFO*(2)

   $  5,100    $  4,100    81%    10%       6.1%     

TOTAL

                       40.3%     
* Operating EPS, business unit operating earnings and CFFO are non-GAAP financial measures. See Appendix B for additional information regarding these and other non-GAAP financial measures.
(1) Includes $2.9 billion of revenue related to Performance Chemicals for the six-month period ended June 30, 2015.
(2) Adjusted cash flow from operations (aggregate business unit CFFO), used for STIP purposes is cash provided by operating activities reflected within our consolidated statement of cash flows adjusted for budgeted cash paid during the year for income taxes, interest payments, cash contributions to the Company’s defined benefit pension plans and other long-term employee benefit plans, as well as certain other discretionary management adjustments and corporate cash flows.

(3) Individual Performance:

STIP payouts were based solely on corporate and business unit performance.

(4) Final STIP Payout

As illustrated in the table below, the final 2015 STIP payout is determined by multiplying the target STIP amount by the final total payout factor.

 

Name   

2015

Target STIP $

     TOTAL
Payout
X Factor %
    

2015

= Final STIP $

    

2014

Final STIP $

     %
Difference
 

E. D. Breen*

     N/A         N/A         N/A         N/A         N/A   

E. J. Kullman**

     $2,376,000         40.3%         $759,000         $1,310,000         -42%   

N. C. Fanandakis

     780,000         40.3%         315,000         422,000         -25%   

J. C. Borel

     735,000         40.3%         297,000         376,000         -21%   

J. C. Collins

     700,000         40.3%         283,000         310,000         -9%   

C. M. Doyle

     446,250         40.3%         180,000         210,800         -15%   
*Mr. Breen was not eligible for a STIP award in 2015, but will be eligible in 2016

 

**Ms. Kullman’s STIP award was prorated based on her retirement date of October 6, 2015

The 2015 STIP awards to Section 16 officers are limited to 0.25% of adjusted net income of the Company for the CEO and 0.15% for other executive officers.

Our Long-Term Incentive Program

In 2015, our LTI program for NEOs consisted of a mix of stock options, PSUs, and RSUs, all based on fair value on the grant date.

 

 

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

 

     PSUs   Stock Options   RSUs

2015 LTI mix

 

 

  50%

 

  25%

 

  25%

Performance drivers  

  TSR (relative to peer group)

  Operating earnings (relative to target)

 

 

  Stock price appreciation (longer-term)

 

  Stock price appreciation (intermediate-term)

Objectives  

  Focus on business priorities such as operating earnings and TSR, which are obtained through balanced growth, profitability, and capital management over a three-year period

 

  Stockholder alignment

 

 

  Stockholder alignment

 

  Link to long-term business objectives

 

  Stock ownership

 

  Retention

 

  Stock ownership

 

  Capital accumulation

 

  Retention

Program design  

  At the conclusion of the performance cycle, payouts can range from 0% to 200% of the target grant based on relative performance of operating earnings and TSR

 

  PSUs are based on a three-year performance cycle compared to our peers (TSR metric only) and are awarded annually to each NEO at the beginning of the cycle

 

 

  Options vest in one-third increments over three years

 

  Seven-year term

 

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

 

  No repricing stock options

 

  Vest in one-third increments over a three-year period

 

  Typically granted annually

The Committee made the following design changes to our LTI programs with respect to the CEO and other NEOs for 2016:

 

  Eliminated RSUs — Changed LTI mix to include 40% stock options and 60% PSUs
  Moved to a 10-year stock option term, from a 7-year term, in line with market practice
  Shifted to a single metric — relative TSR — for the 2016 PSU program

Treatment of Equity Based Compensation due to the Spin-Off of The Chemours Company

In connection with the Chemours Spin-off on July 1, 2015, outstanding equity incentive awards held by our employees on that date, including those held by our named executive officers, were adjusted in the manner described in Outstanding Equity Awards. The adjustment to the number of underlying shares, plus adjustment to exercise price for stock options, maintained the intrinsic value of the awards immediately before and after the distribution date. The adjusted awards will be subject to the same terms and conditions and other restrictions that applied to the original awards immediately before the distribution.

2015 Long-Term Incentive Awards

Annual awards to employees, including NEOs, are made at a pre-established Committee meeting in early February. This allows sufficient time for the market to absorb announcement of annual earnings, which is typically made during the fourth week of January. We do not time equity awards in coordination with the release of material nonpublic information. The grant price is the closing price on the date of grant.

Any occasional special awards to employees who are not executive officers are approved by the Special Stock Performance Committee (consisting of the Chairs of the Board and the Committee), to which the Board of Directors has delegated the authority to approve special equity grants. Awards are effective on the date of approval by the Special Stock Performance Committee.

 

       

 

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Each year the Committee establishes target LTI values based on a number of factors including market practices, internal equity, and cost. In general, we target long-term stock compensation in the median range of market long-term compensation based on position.

 

Name    2015 LTI —
Grant Date
Fair Value*

E. D. Breen**

   $9,961,000

E. J. Kullman

   9,250,000

N. C. Fanandakis

   2,700,000

J. C. Borel

   2,300,000

J. C. Collins***

   1,700,000

C. M. Doyle***

   800,000
* Reflects the grant date fair value and differs from the value of equity awards shown in the SCT and Grants of Plan-Based Awards Table (“GPBAT”) because those tables reflect the probable outcome of the performance conditions for PSUs. The LTI amounts shown in this table value PSUs at the closing price of DuPont Common Stock on the date of grant, and reflect the value the Committee considered when making LTI awards for 2015.
** In connection with Mr. Breen’s appointment as Interim Chair and Chief Executive Officer, effective October 2015, Mr. Breen was granted 100,000 RSUs. Effective with his appointment as Chair and CEO, Mr. Breen was granted $4,440,000 of non-qualified stock options which represents the stock option portion of his 2016 long-term incentive grant. Mr. Breen’s October 2015 RSU grant continued to vest through the end of January 2016, at which time the remaining one-third of the initial award was forfeited.
*** Messrs. Collins and Doyle each received additional RSU grants in July 2015 of $3,000,000 to recognize their increase in scope of responsibilities and to provide a stronger alignment of individuals’ personal wealth with overall DuPont share performance. The amounts reflected above do not include these additional grants.

Performance Share Units Granted in 2015

The actual number of shares earned for the PSUs granted in 2015 will be based on DuPont’s operating earnings relative to target and relative TSR to the peer group for the three-year performance period of 2015 through 2017, as shown in the table below.

PERFORMANCE TARGETS (2015 — 2017 PERFORMANCE PERIOD)

 

    

OPERATING EARNINGS PAYOUT % X  

TARGET AWARD X 50%

 

     

DuPont Operating Earnings or

TSR Relative to the Peer Group

   % of Target
Shares Earned
(Payout %)
      

Below 25th percentile*

   0%
   TSR PAYOUT % X    

 

At 25th percentile*

   25%
  +      TARGET AWARD X 50%    

At 50th percentile*

   100%
          

 

At or above 75th percentile*

   200%
      

*Interimpoints are interpolated

  
  

 

 

FINAL AWARD

 

      
         

2013–2015 PSU PROGRAM (PAYABLE IN 2016)

The three-year performance period for PSUs awarded in 2013 ended on December 31, 2015. The final number of shares earned was based on revenue growth and TSR relative to the peer group over the three-year performance period. The final payout determination was made in February of 2016 after a review of the Company’s and peer group’s performance. Revenue growth was at the 24th percentile of the peer group. TSR was at the 82nd percentile of the peer group. This resulted in an overall payout at 100%. TSR (stock price appreciation plus dividends) for the 2013 PSU program was calculated based on a practice predominant among our peer group members for compensation purposes and in accordance with the terms of the plan. The underlying TSR was calculated using a 20-day closing average stock price immediately prior to the beginning of the three-year performance period and the average closing stock price over the last 20 days of that performance period.

Further details are provided in the 2015 Option Exercises and Stock Vested Table.

 

 

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Target units and year-end values for PSUs awarded in 2014 and 2015 are included in the Outstanding Equity Awards Table.

Deductibility of Performance-Based Compensation

IRC Section 162(m) generally precludes a public corporation from taking a deduction for compensation in excess of $1,000,000 for its CEO or any of its three next-highest-paid executive officers (other than the Chief Financial Officer), unless certain specific and detailed criteria are satisfied. This limitation does not apply to qualified performance-based compensation.

We review all compensation programs and payments to determine the tax impact on the Company as well as on the executive officers. In addition, we review the impact of our programs against other considerations, such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive executive compensation program, some compensation might not, on some occasions, be deductible under IRC Section 162(m).

The stockholder-approved EIP is designed to allow the Company to issue awards that qualify as performance-based compensation under IRC Section 162(m). See Proposal 2; Approval of Amendment to, and Performance Goals under, the E. I. du Pont de Nemours and Company Equity and Incentive Plan.

We will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable consistent with our compensation policies and as determined to be in the best interests of DuPont and its stockholders.

2015 NEO TOTAL COMPENSATION SUMMARY

Total 2015 NEO Compensation

The Company and individual performance outlined above resulted in total NEO compensation for 2015 as shown in the table that follows. This table is not intended to be a substitute for the SCT or GPBAT. Base salary is shown as of December 31, 2015. STIP awards and LTI awards for 2015 are reflected in the SCT and GPBAT. The value of LTI awards reflected in this table differs from the value of equity awards shown in the SCT and GPBAT because those tables reflect the probable outcome of the performance conditions for PSUs and reflect the incremental fair value of certain modifications made to outstanding stock options in connection with the Chemours Spin-off. The LTI amounts shown in this table value PSUs at the closing price of DuPont Common Stock on the date of grant, and reflect the value the Committee considered when making LTI awards for 2015.

 

Name     

2015

Base Salary

     2015
Final STIP
    

2015

LTI

     TDC     

2015 TDC
vs

2014 TDC
(% change)

 

E. D. Breen

                     $ 9,961,000       $ 9,961,000           

E. J. Kullman

       $1,485,000         $759,000         9,250,000         11,494,000         -5%   

N. C. Fanandakis

       780,000         315,000         2,700,000         3,795,000         3%   

J. C. Borel

       735,000         297,000         2,300,000         3,332,000         4%   

J. C. Collins*

       700,000         283,000         1,700,000         2,683,000           

C. M. Doyle*

       525,000         180,000         800,000         1,505,000           
* Messrs. Collins and Doyle each received an additional grant of RSUs in July of $3,000,000 to recognize their increase in scope of responsibilities and to provide a stronger alignment of individuals’ personal wealth with overall DuPont share performance. The amounts reflected above do not include the additional grants.

 

       

 

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COMPENSATION OF EXECUTIVE OFFICERS

2015 SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of the NEOs for the fiscal year ending December 31, 2015. The NEOs are DuPont’s CEO, former CEO, and Chief Financial Officer (“CFO”), and the next three most highly compensated executive officers ranked by their total compensation (reduced by the amount of change in pension value and nonqualified deferred compensation earnings) in the 2015 Summary Compensation Table.

 

Name and Principal Position   Year     Salary(1)     Stock
Awards(2)
    Option
Awards(3)
    Non-Equity
Incentive Plan
Compensation(4)
    Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(5)
    All Other
Compensation(6)
    Total ($)  

E. D. Breen(7)

Chair & Chief Executive

Officer

    2015             $ 5,521,000      $ 4,440,000                      $  11,819        $  9,972,819   
                                                               
                                                               

E. J. Kullman

Former Chair & Chief Executive

Officer

    2015      $ 1,181,250        7,593,207        2,451,306      $ 759,000               287,391        12,272,154   
    2014        1,477,833        7,611,149        2,312,508        1,310,000      $ 1,210,389        408,733        14,330,612   
    2013        1,435,000        6,740,550        2,700,001        2,014,000        864,679        398,408        14,152,638   

N. C. Fanandakis

Executive Vice President &

Chief Financial Officer

    2015        772,500        2,216,415        712,186        315,000               107,505        4,123,606   
    2014        758,333        2,057,062        625,012        422,000        180,600        117,030        4,160,037   
    2013        716,333        1,423,077        570,005        542,000        425,184        111,450        3,788,049   

J. C. Borel

Former Executive Vice President

    2015        727,500        1,888,093        607,448        297,000               99,315        3,619,356   
    2014        716,667        1,727,967        525,011        376,000        188,001        112,740        3,646,386   
    2013        696,250        1,423,077        570,005        536,000        407,938        108,563        3,741,833   

J. C. Collins

Executive Vice President

    2015        670,833        4,395,579        446,028        283,000        474,963        88,275        6,358,678   
                                                               

C. M. Doyle

Executive Vice President

    2015        453,333        3,656,855        207,496        180,000        223,565        59,772        4,781,021   
                                                               
(1) Includes compensation that may have been deferred at the executive’s election. Such amounts are also included in the Nonqualified Deferred Compensation table — “Executive Contributions in 2015” column.
(2) Represents the aggregate grant date fair value of time-vested RSUs and PSUs computed in accordance with FASB ASC Topic 718. Those values are detailed in the 2015 Grants of Plan-Based Awards table. For PSUs, the grant date fair value is based upon the probable outcome of the performance conditions. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair values of the PSUs assuming that the highest level of performance conditions will be achieved are as follows: E. J. Kullman ($10,561,444), N. C. Fanandakis ($3,082,930), J. C. Borel ($2,626,284), J. C. Collins ($1,940,990), and C. M. Doyle ($913,616). In connection with his appointment as Interim Executive Officer, Mr. Breen was granted 100,000 RSUs. In accordance with the terms of the award, these RSUs vested through January 31, 2016 and the remaining third of the initial award was forfeited.

 

(3) Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Assumptions used in determining values for 2015 can be found under 2015 Grants of Plan-Based Awards — Grant Date Fair Value of Stock Option Awards.

 

   Amounts in this column also include the incremental fair value of certain modifications made to outstanding stock options in connection with the Chemours Spin-off. Please see 2015 Grants of Plan-Based Awards and Outstanding Equity Awards for additional detail.

 

(4) Represents payouts under the cash-based award component (STIP) of the Equity and Incentive Plan (“EIP”) for services performed during 2015. This column includes compensation which may have been deferred at the NEO’s election. Any such amounts will be included in the “Executive Contributions” column of the 2016 Nonqualified Deferred Compensation table.

 

(5) This column reports the estimated change in the actuarial present value of an NEO’s accumulated pension benefits and any above-market earnings on nonqualified deferred compensation balances. DuPont does not credit participants in the nonqualified plans with above-market earnings; therefore, no such amounts are reflected here.

 

(6) Amounts shown include Company contributions to qualified defined contribution plans and Company contributions to nonqualified defined contribution plans. The amounts also reflect perquisites and personal benefits including financial counseling, personal use of Company automobile and aircraft for Mr. Breen and Ms. Kullman. For a detailed discussion of the items and amounts reported in this column, including a discussion of how the value of personal use of Company aircraft is calculated, refer to the “All Other Compensation” section of the narrative discussion following this footnote.

 

(7) Does not include compensation received by Mr. Breen as a non-employee director. See Directors’ Compensation for information regarding compensation Mr. Breen received as a non-employee director.

 

 

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Compensation of Executive Officers " 2015 Summary Compensation Table

 

 

 

Narrative Discussion of Summary Compensation Table

Salary

Amounts shown in the “Salary” column of the table above represent base salary earned during 2015. Base salary rate changes for all NEOs (except Mr. Collins) were effective July 1, 2015. Mr. Collins received a base salary increase in November 2014, which was inclusive of his 2015 merit increase. Subsequently, he received an additional base salary increase effective August 1, 2015, to recognize the increase in his scope of responsibilities. Mr. Doyle also received an additional base salary increase effective August 1, 2015, to recognize the increase in his scope of responsibilities. Base salary for 2015 represented on average, 20% of TDC for the other NEOs, which is consistent with the Human Resources and Compensation Committee’s goal of placing emphasis on “at risk” compensation. Mr. Breen did not receive a base salary in 2015. Mr. Breen’s annual base salary for 2016 is $1.5 million.

Stock Awards

Amounts shown in the “Stock Awards” column of the table above represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is based upon the probable outcome of the performance conditions. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. Refer to 2015 Grants of Plan-Based Awards —Grant Date Fair Value of Stock and Option Awards for a detailed discussion of the grant date fair value of stock awards.

Option Awards

Amounts shown in the “Option Awards” column of the table above represent the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Refer to 2015 Grants of Plan-Based Awards — Grant Date Fair Value of Stock and Option Awards for a detailed discussion of the grant date fair value of option awards.

Amounts in this column also include the incremental fair value of certain modifications made to outstanding stock options in connection with the Chemours Spin-off. Please see 2015 Grants of Plan-Based Awards and Outstanding Equity Awards for additional detail.

Non-Equity Incentive Plan Compensation

Amounts shown in this column of the table above represent cash-based short-term incentive, or STIP, awards paid for a given year.

Change in Pension Value and Nonqualified Deferred Compensation Earnings

Amounts shown in this column of the table above represent the estimated change in the actuarial present value of accumulated benefits for each of the NEOs at the earlier of either age 65 or the age at which the NEO is eligible for an unreduced pension. Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 18 (“Long-Term Employee Benefits”) to the Consolidated Financial Statements in DuPont’s Annual Report on Form 10-K for the year ended December 31, 2015. Assumptions are further described in the narrative discussion following the Pension Benefits table.

There were no above-market or preferential earnings during 2015 on nonqualified deferred compensation. Generally, earnings on nonqualified deferred compensation include returns on investments in seven core investment alternatives, interest accruals on cash balances, DuPont Common Stock returns and dividend reinvestments. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal rate, and dividend equivalents are accrued at a non-preferential rate. In addition, the other core investment alternatives are a subset of the investment alternatives available to all employees under the Company’s RSP plan. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2015 Summary Compensation Table.

Accordingly, all amounts shown in this column reflect the change in the pension value under the Pension Plan and Pension Restoration Plan. The change in pension value represents the change from 2014 to 2015 in the present value of an NEO’s accumulated benefit as of the applicable pension measurement date.

 

       

 

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Compensation of Executive Officers " 2015 Summary Compensation Table

 

 

 

All Other Compensation

Amounts shown in the “All Other Compensation” column of the table above include perquisites and personal benefits (if greater than or equal to $10,000); registrant (Company) contributions to qualified defined contribution plans; and registrant (Company) contributions to nonqualified defined contribution plans. The following table details those amounts.

 

Name      Perquisites
and Other
Personal
Benefits(a)
       Registrant
Contributions
to Qualified
Defined
Contribution
Plans(b)
       Registrant
Contributions
to
Nonqualified
Defined
Contribution
Plans(c)

E. D. Breen

       $11,819           N/A         N/A

E. J. Kullman

       63,178           $23,850         $200,363

N. C. Fanandakis

                 23,850         83,655

J. C. Borel

                 23,850         75,465

J. C. Collins

                 23,850         64,425

C. M. Doyle

                 23,850         35,922

 

(a) For Mr. Breen, includes personal use of Company automobile ($300) and personal use of Company aircraft ($11,519). For Ms. Kullman, includes financial counseling ($9,500), personal use of Company automobile ($5,678), and personal use of Company aircraft ($48,000). Approximately 50 percent of the amount reflected in the table for personal use of Company aircraft represents Ms. Kullman’s use of the aircraft to attend the board meetings of other organizations. Consistent with DuPont’s policy, the CEO travels on Company aircraft for business and personal travel. Commercial travel is permitted when the security risk is considered minimal and the Office of the Director of Corporate Security approves it. The amount reflected in this column represents the aggregate incremental cost to DuPont of all personal travel by the CEO on Company aircraft. Incremental cost is calculated based on the variable operating costs to the Company, including fuel, mileage, trip-related maintenance, weather-monitoring costs, crew travel expenses, on-board catering, landing/ramp fees, and other variable costs, which include an allocation of the overall maintenance costs and costs with respect to “deadhead flights” — flights with no passengers that are associated with the CEO’s personal use. Fixed costs that do not change based on usage, such as pilot salaries and the cost of maintenance not related to trips, are excluded.

 

   The benefit associated with personal use of Company aircraft is imputed as income to the CEO at Standard Industry Fare Level (“SIFL”) rates. SIFL rates are determined by the U.S. Department of Transportation. They are used to compute the value of nonbusiness transportation aboard employer-provided aircraft as required by the Internal Revenue Service. SIFL rates are used in the calculation of the income imputed to executives in the event of personal travel on Company aircraft. The CEO does not receive any gross-up for payment of taxes associated with the described benefit.

 

(b) Amounts represent DuPont’s match to the RSP on the same basis as provided to U.S. parent company employees. For 2015, the RSP provided a Company match of 100% of the first 6% of the employee’s contribution. Amounts also include an additional Company contribution of 3%.

 

(c) Amounts represent DuPont’s match to the Retirement Savings Restoration Plan (“RSRP”) on the same basis as provided to U.S. parent company employees who fall above the applicable Internal Revenue Code (“IRC”) limits. For 2015, the RSRP provided a Company match of 100% of the first 6% of the employee’s eligible contributions. Amounts also include an additional Company contribution of 3% of eligible contributions.

 

 

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Table of Contents

Compensation of Executive Officers " 2015 Grants of Plan-Based Awards

 

 

 

2015 GRANTS OF PLAN-BASED AWARDS

The following table provides information on STIP awards, stock options, RSUs and PSUs granted in 2015 to each of our NEOs. Awards that were modified in connection with the Chemours Spin-off which resulted in incremental fair value as described in the Narrative Discussion of Grants of Plan-Based Awards Table are also listed. Share information reflects the number of shares granted on a post-spin basis and, for stock options. adjusted exercise prices. The grant date fair value for stock options reflects the value at the time of grant plus any incremental fair value as described in the narrative discussion following the table. For additional information regarding outstanding awards and the impact of adjustments made in connection with the Chemours Spin-off, please see the “Outstanding Equity Awards at December 31, 2015” table. For a complete understanding of the table, refer to the narrative discussion that follows.

 

            Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
    Estimated Future Payouts
Under Equity
Incentive Plan Awards
   

All Other
Stock
Awards:
Number of
Shares of

Stock or
Units(#)

   

All Other
Option
Awards:
Number of
Securities

Underlying
Options(#)

   

Exercise or
Base Price
of Option

Awards
($/Share)

   

Grant Date
Fair Value
of Stock

and Option
Awards

Name   Grant
Date
   

Thres-
hold

($)

   

Target

($)

   

Maximum

($)

    Thres-
hold(#)
    Target
(#)
    Maximum
(#)
         

E. D. Breen

    10/6/15                                                        100,000                      $5,521,000
      11/6/15                                                                400,000        $66.11      4,440,000

E. J. Kullman

    2/4/15             $ 2,376,000      $ 4,752,000               65,083        130,166                              5,280,647
    2/4/15                                                        32,542                      2,312,560
    2/4/15                                                                206,858        71.06      2,377,981

Awards prior to 2015

                                                                                   

Options

    2/5/14                                                                175,406        59.65      43,971

Options

    2/6/13                                                                271,476        45.72      29,354

N. C. Fanandakis

    2/4/15               780,000        1,560,000               18,998        37,996                              1,541,399
    2/4/15                                                        9,499                      675,016
    2/4/15                                                                60,380        71.06      694,113

Awards prior to 2015

                                                                                   

Options

    2/5/14                                                                47,407        59.65      11,877

Options

    2/6/13                                                                57,312        45.72      6,196

J. C. Borel

    2/4/15               735,000        1,470,000               16,184        32,368                              1,313,068
    2/4/15                                                        8,092                      575,025
    2/4/15                                                                51,434        71.06      591,275

Awards prior to 2015

                                                                                   

Options

    2/5/14                                                                39,822        59.65      9,977

Options

    2/6/13                                                                57,312        45.72      6,196

J. C. Collins

    2/4/15               700,000        1,400,000               11,961        23,922                              970,489
    2/4/15                                                        5,981                      425,037
    2/4/15                                                                38,017        71.06      437,033
    7/29/15                                                        54,094                      3,000,053

Awards prior to 2015

                                                                                   

Options

    2/5/14                                                                28,444        59.65      7,123

Options

    2/6/13                                                                17,345        45.72      1,872

C. M. Doyle

    2/4/15               446,250        892,500               5,630        11,260                              456,745
    2/4/15                                                        2,816                      200,057
    2/4/15                                                                17,891        71.06      205,670
    7/29/15                                                        54,094                      3,000,053

Awards prior to 2015

                                                                                   

Options

    2/5/14                                                                6,321        59.65      1,582

Options

    2/6/13                                                                2,262        45.72      244

Narrative Discussion of Grants of Plan-Based Awards Table

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Amounts shown in this column of the table above represent STIP award opportunities for 2015 under the EIP. A target STIP award is established for each NEO at the beginning of the relevant fiscal year based on a percentage of the NEO’s base salary. The actual STIP payout for NEOs, which can range from 0% to 200% of target, is

 

       

 

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Table of Contents

Compensation of Executive Officers " 2015 Grants of Plan-Based Awards

 

 

 

based on corporate and total business unit performance and individual performance. Refer to Compensation Discussion and Analysis — 2015 Compensation Decisions — Our Annual Compensation Program — Annual Short-Term Incentives for more details.

Estimated Future Payouts Under Equity Incentive Plan Awards

Amounts shown in this column of the table above represent the potential payout range of PSUs granted in 2015. Vesting is based equally upon corporate after-tax operating earnings relative to target and relative TSR in relation to the predefined peer group. Performance and payouts are determined independently for each metric. At the conclusion of the three-year performance period, the actual award, delivered as DuPont Common Stock, can range from 0% to 200% of the original grant. Dividend equivalents are applied after the final performance determination.

For a discussion of the impact on PSUs of any termination, see Potential Payments Upon Termination or Change in Control.

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

Amounts shown in this column of the table above represent RSUs granted in 2015 that are paid out in shares of DuPont Common Stock and vest ratably over a three-year period, one-third on each anniversary date. Dividend equivalents are applied and are subject to the same restrictions as the RSUs. For a discussion of the impact on RSUs of any termination, see Potential Payments Upon Termination or Change in Control.

All Other Option Awards: Number of Securities Underlying Options

Amounts shown in this column of the table above represent nonqualified stock options granted in 2015 with a seven-year term and ratable vesting over a three-year period, one-third on each anniversary date. The exercise price of options granted, as shown in the table above, is based on the closing price of DuPont Common Stock on the date of grant and reflects the Chemours Spin-off related adjustments. Awards made prior to 2015 are included to the extent that there was incremental fair value adjustments in 2015 as a result of the Chemours Spin-off as further discussed in the Grant Date Fair Value of stock and option awards narrative below.

For a discussion of the impact on options of any termination, see Potential Payments Upon Termination or Change in Control.

Grant Date Fair Value of Stock and Option Awards

Except with respect to PSUs, amounts shown in this column of the table above reflect the grant date fair value of the equity award computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is based upon the probable outcome of the performance conditions. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the PSUs, subject to the TSR metric, was $94.65, estimated using a Monte Carlo simulation. The grant date fair value of the PSUs, subject to the after-tax operating earnings metric, was based upon the closing price of the underlying DuPont Common Stock as of the grant date, which was $73.74.

The grant date fair value of RSUs reflected in this column is based on the closing price of DuPont Common Stock, of $73.74 for the February 4, 2015, $55.46 for the July 29, 2015, $55.21 for the October 6, 2015, grants.

For purposes of determining the fair value of stock option awards, we use the Black-Scholes option pricing model and the assumptions set forth in the table below. The grant date fair value of options granted on February 4, 2015, was $11.60 and for those granted on November 6, 2015, was $11.10. The Company determines the dividend yield by dividing the current annual dividend on the DuPont Common Stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. Expected life is determined by reference to the Company’s historical experience.

 

      2/4/2015    6/30/2015    7/1/2015    11/6/2015

Dividend yield

   2.5%    3.0%    2.5%    2.3%

Volatility

   22.56%    21.54%    21.54%    21.91%

Risk-free interest rate

   1.4%    1.7%    1.7%    1.9%