DUPONT DE NEMOURS INC (DD)
Sector: Materials
2026 Annual Meeting Analysis
DUPONT DE NEMOURS INC · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance issues, or independence concerns; DD's 3-year TSR of +70.4% outperforms the peer group median by +8.7pp, well below the 65pp threshold required to trigger a no vote for directors with strong positive returns.
Non-independent chairman with one outside public board seat; TSR trigger does not apply (3-year gap vs. peer median is +8.7pp, far below the 65pp threshold); no overboarding, attendance, or governance flags identified.
Independent director serving on two outside public boards (within the four-board limit); TSR trigger does not fire; no attendance, independence, or qualifications concerns.
Lead Director and independent; serves on one outside public board; TSR trigger does not apply; strong governance credentials as former CEO of Eaton and current lead independent director at KeyCorp.
Independent director with relevant financial and governance expertise; one outside public board; TSR trigger does not fire; no attendance, independence, or qualifications concerns.
Independent director with two outside public board seats (within limit); former specialty chemicals CEO bringing directly relevant industry experience; TSR trigger does not apply.
CEO and executive director; joined the board in 2024 (within 24-month new-director exemption window from the TSR trigger); no attendance, independence, or overboarding issues.
Independent director who joined in 2024 (within the 24-month new-director exemption from the TSR trigger); one outside public board; brings relevant CEO and industrial technology experience.
Independent director with one outside public board; joined in 2019 so tenure fully overlaps the performance period; TSR trigger does not fire given the +8.7pp outperformance vs. peer median, well below the 65pp threshold.
Newly appointed in January 2026, well within the 24-month new-director exemption from the TSR trigger; one outside public board; brings relevant CEO and operational experience.
Appointed in February 2025, within the 24-month new-director exemption from the TSR trigger; serves as Audit Committee Chair with strong financial expertise as a current CFO and former PwC partner; no outside public boards.
All 11 director nominees receive a FOR vote. DuPont's 3-year total return of +70.4% outperforms the company-disclosed peer group median of +61.7% by +8.7 percentage points, far below the 65pp underperformance threshold required to trigger a no vote for companies with strong positive returns. No overboarding, attendance failures, independence issues, or material qualifications concerns were identified for any nominee. Three directors (Koch, Lico, Macpherson) joined within the past 24 months and are exempt from the TSR trigger under policy.
Say on Pay
✓ FORCEO
Lori D. Koch
Total Comp
$16,134,250
Prior Support
91.94%%
CEO total compensation of approximately $16.1 million is broadly consistent with market expectations for a large-cap Basic Materials/advanced industrials CEO given DuPont's ~$20B market cap, and prior-year Say on Pay support was a strong 91.94%, well above the 70% threshold that would require a response. The pay mix is heavily performance-based — base salary of $1.25M represents less than 8% of total compensation, with the majority delivered through performance stock awards and annual incentive tied to multi-year metrics including Adjusted ROIC, Corporate Adjusted Net Income, and relative TSR versus the S&P 500. The pay-for-performance alignment check passes: DD's 3-year price return of +70.4% outperforms the peer group median of +61.7%, meaning above-benchmark incentive pay is supported by positive shareholder experience over the measurement period.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$25,170,000
Non-Audit Fees
$10,785,000
Non-audit fees (audit-related fees of $10.4M plus tax fees of $295K plus other fees of $90K = $10,785K) represent approximately 42.8% of audit fees ($25,170K), comfortably below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed but the policy requires confirmed data to trigger a no vote; PwC is a Big 4 firm appropriate for a company of DuPont's size and complexity; the proxy notes that elevated 2025 fees were driven by one-time transaction activity related to the Electronics Separation and Aramids Divestiture, providing clear context for the year-over-year increase.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Adoption and Approval of an Amendment to the Company's Certificate of Incorporation to Effect a Reverse Stock Split and a Reduction in the Number of Authorized Shares
This is a board-proposed charter amendment — not a stockholder proposal — that would implement a reverse stock split and reduce the number of authorized shares. Under the policy framework for charter amendments, the key question is whether the change improves governance relative to the current baseline. A reverse stock split combined with a proportional reduction in authorized shares is a neutral or mildly pro-shareholder structural action that reduces excess authorized share overhang; it does not entrench management, restrict shareholder rights, or introduce anti-shareholder provisions. The proposal does not raise any of the anti-shareholder structural concerns flagged in the policy (e.g., eliminating written consent, board-only vacancy filling), and is standard corporate housekeeping appropriate to support after the completion of the Electronics Separation.
Overall Assessment
DuPont's 2026 annual meeting ballot covers four proposals: election of 11 directors, ratification of PwC as auditor, an advisory vote on executive compensation, and a board-proposed charter amendment for a reverse stock split. All four proposals receive a FOR vote determination — the director slate is clean with no TSR, attendance, or governance flags; the auditor's non-audit fee ratio is within acceptable bounds; CEO pay is broadly market-aligned with a heavily performance-based structure and strong prior-year shareholder support of 92%; and the charter amendment is routine post-separation housekeeping with no anti-shareholder features.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing