Charles V. Magro
CortevaAbout Charles V. Magro
Charles V. Magro, age 55, is CEO and a director of Corteva, Inc., appointed November 1, 2021, with over 20 years of agricultural and chemicals leadership including prior CEO roles at Agrium and Nutrien . In 2024 under his tenure, Corteva delivered Operating EBITDA of $3,376 million, Operating EBITDA margin of 20.0%, and Free Cash Flow of $1,699 million, while returning more than $1.5 billion to shareholders via dividends and buybacks; the say‑on‑pay vote received ~95% support, indicating investor alignment with compensation design . The Board is led by an independent Chair (Gregory R. Page), and Magro is not independent and does not serve on any standing committees, which helps mitigate dual‑role concerns through independent oversight and regular executive sessions of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nutrien Ltd. | President & CEO | 2018–Apr 2021 | Led global expansion and M&A, restructuring the industry; drove engagement and safety performance . |
| Agrium Inc. | President & CEO | 2014–2018 | Executed M&A and corporate development; prior roles included COO, Chief Risk Officer, EVP Corp Dev, VP Manufacturing . |
| NOVA Chemicals | Various leadership roles | Pre‑2009 | Manufacturing and operations experience that informed later leadership in chemicals/ag inputs . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Ingredion Inc. | Director | Since May 2022 |
| Canada Pension Plan Investment Board | Director | 2018–Mar 2022 |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $1,400,000 as of Dec 31, 2024; +3.7% YoY from $1,350,000 . |
| Target Annual Bonus (PRP) | 150% of base salary . |
| Actual PRP Payout | 79.6% of target, paid $1,671,600 . |
Performance Compensation
Short‑Term Incentives (2024 Enterprise PRP)
| Metric | Threshold (50% payout) | Target (100%) | Max (200%) | Actual | % of Target Achieved | Weight | Actual Weighted Payout |
|---|---|---|---|---|---|---|---|
| Operating EBITDA ($mm) | 3,240 | 3,600 | 3,960 | 3,376 | 68.9% | 50% | 34.5% |
| Operating EBITDA Margin (%) | 18.5 | 20.5 | 22.6 | 20.0 | 87.5% | 25% | 21.9% |
| Free Cash Flow ($mm) | 1,400 | 1,750 | 2,100 | 1,699 | 92.7% | 25% | 23.2% |
| Total Enterprise Payout Factor | 79.6% | ||||||
| Notes: Sustainability modifier +/-10% could be applied, but the Committee made no adjustment for 2024 . |
Long‑Term Incentives (LTI) – Structure and 2024 Grants
| Instrument | 2024 Mix | Performance Metric(s) | Vesting / Term | 2024 Grant Value ($) |
|---|---|---|---|---|
| PSUs | 60% | Return on Net Assets (50%) and Operating EPS Growth (50%); 3‑year performance; payout 0–200% | Earned over 2024–2026 | 6,600,011 |
| Stock Options | 20% | Stock price appreciation; non‑qualified options granted at closing price; no repricing | Vest 1/3 annually over 3 years; 10‑year term | 2,200,018 |
| RSUs | 20% | Stock price; retention alignment | Vest 1/3 annually over 3 years | 2,200,004 |
| One‑time Growth Incentive (Stretch) | N/A | Opportunity to earn 2x target 2024 RSUs if a two‑year Adjusted EBITDA stretch goal is exceeded; shares delivered Jan 2026 if achieved | Jan 2026 delivery if achieved | N/A |
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Shares Beneficially Owned (current) | 146,341 . |
| Rights to Acquire (by May 4, 2025) | 232,100 (options/RSUs/PSUs eligible by date) . |
| Total Beneficial + Rights | 378,441 . |
| % of Shares Outstanding | ~0.06%, derived from 378,441 / 683,014,582 shares outstanding . |
| CEO Stock Ownership Guideline | 6x base salary; 75% net share retention until met; Magro meets the guideline . |
| Hedging / Pledging | Prohibited for executives/directors; no margin accounts or pledging of Company securities . |
| Dividends on Unvested PSUs | Not paid . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Start Date | Appointed CEO and Director on November 1, 2021 . |
| Change‑in‑Control (CIC) | Double‑trigger required; no single‑trigger CIC agreements . |
| CIC / Executive Severance Plan | CEO severance payout factor: 2.99; requires release; includes one‑year non‑compete and non‑solicit, plus confidentiality and non‑disparagement . |
| Clawback Policy | Complies with NYSE/Rule 10D‑1; mandatory recovery of excess incentive compensation after restatements; discretionary clawback for misconduct (cause, breach of covenants, willful violations causing harm) . |
| Perquisites | Personal financial counseling (ex tax prep), executive physical, relocation per policy, Company aircraft travel; amounts set by market rates . |
| Tax Gross‑Ups | No tax gross‑ups on benefits/perqs (except limited mobility benefits) . |
| Hedging/Pledging | Prohibited (see Ownership & Alignment) . |
| Deferred Compensation | Nonqualified deferred compensation plans permit deferral of base, PRP, and LTI awards; nonqualified retirement plans restore benefits above IRS limits . |
Board Governance
| Item | Status |
|---|---|
| Board Role | Director since Nov 2021; CEO . |
| Independence | Not independent; all committees are independent . |
| Committees | None (CEO does not serve on any standing committees) . |
| Chair / Lead Independent | Independent Chair (Gregory R. Page); policy requires a Lead Independent if Chair not independent . |
| Executive Sessions | Independent directors hold regular executive sessions; Chair presides . |
| Board/Committee Meetings | Board met 8x in 2024; Committees met: Audit 10x, People & Compensation 7x, Governance & Compliance 5x, Sustainability & Innovation 5x . |
| Attendance | All directors attended >75% of aggregate Board and Committee meetings in 2024; all attended 2024 annual meeting . |
Director Compensation (context for dual-role analysis)
| Element | Amount |
|---|---|
| Non‑Employee Director Cash Retainer | $130,000 . |
| Non‑Employee Director Equity Retainer (RSUs) | $170,000; vests on 1st anniversary . |
| Chair Additional Retainer (Cash/Equity) | $80,000 cash; $120,000 equity . |
| Committee Chair Fees | Audit $35,000; other committees $25,000 . |
| Note: Employee directors (e.g., Magro) do not receive non‑employee director compensation . |
Compensation Peer Group (for benchmarking)
| Peers |
|---|
| 3M; Air Products; Archer‑Daniels Midland; Avery Dennison; Celanese; Deere; DuPont; Eastman Chemical; Ecolab; FMC; Honeywell; International Flavors & Fragrances; Nutrien; PPG; Sherwin‑Williams; Zoetis . |
Say‑on‑Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2024 Say‑on‑Pay Support | ~95% of votes cast supported the proposal . |
| Investor Engagement | Engaged with shareholders representing ~40% of outstanding common stock in 2024 . |
Performance Compensation – Detailed PRP Mechanics
| Program | Design |
|---|---|
| Enterprise PRP | Operating EBITDA (50%), Operating EBITDA Margin (25%), Free Cash Flow (25%); capped at 200% payout; sustainability modifier +/-10% available; Committee can adjust for unusual events . |
| Business Unit PRPs | Seed and Crop Protection units include enterprise payout factor (50%), BU Operating EBITDA (25%), BU EBITDA Margin (12.5%), BU Working Capital % of Revenue (12.5%); transparency/accountability emphasis . |
Equity Vesting and Potential Selling Pressure
- 2024 option and RSU awards vest in equal installments over three years; PSUs earn over a three‑year performance period; annual grants made in February, supporting predictable vesting cadence that can produce periodic share deliveries (e.g., first tranches typically around Feb 2025/2026/2027) .
- Rights to acquire 232,100 shares by May 4, 2025 reflect near‑term vesting/exercise eligibility; 75% net share retention applies until ownership guideline met (Magro meets the guideline), reducing near‑term selling pressure risk .
Equity Ownership & Beneficial Ownership Table
| Holder | Current Shares | Rights to Acquire by May 4, 2025 | Total Beneficial + Rights | % Outstanding |
|---|---|---|---|---|
| Charles V. Magro | 146,341 | 232,100 | 378,441 | ~0.06% (378,441 / 683,014,582) |
Compensation Structure Analysis
- High pay‑at‑risk emphasis: ~90% of CEO targeted TDC at risk; 16% tied to annual goals, 84% to multi‑year financial/share price outcomes, supporting long‑term value creation .
- LTI balance shifted to performance‑based equity (60% PSUs) and options (20%), with RSUs (20%) for retention; one‑time stretch RSU opportunity adds performance‑contingent upside without repricing options, consistent with shareholder‑friendly practices .
- No single‑trigger CIC and robust clawback, hedging/pledging prohibitions, and dividend restrictions on unvested PSUs mitigate misalignment and excessive risk‑taking .
Risk Indicators & Red Flags
- Strong mitigants: no single‑trigger CIC; comprehensive clawback per SEC/NYSE rules; anti‑hedging/pledging; no option repricing; capped incentive payouts; independent compensation consultant (FW Cook) and annual risk assessments indicating programs do not encourage undue material risk .
- Governance safeguards: independent Chair; independent committees; regular executive sessions; Board/committee attendance robust; say‑on‑pay support high .
Investment Implications
- Pay‑for‑performance alignment appears strong: enterprise PRP paid below target (79.6%), and LTI is predominantly performance‑based (PSUs tied to Operating EPS Growth and RONA), which should link realized compensation to shareholder outcomes; governance policies further reinforce alignment (no single‑trigger CIC, anti‑hedging/pledging, clawback) .
- Retention risk looks contained: multi‑year vesting of options/RSUs and three‑year PSUs, plus ownership guidelines and 75% retention until compliance, reduce near‑term selling pressure risk; Magro has met the CEO ownership guideline .
- Trading signals: predictable vesting cadence and potential Jan 2026 delivery from the stretch RSU plan could create periodic share deliveries, but retention requirements and policy prohibitions mitigate supply overhang; say‑on‑pay ~95% and engagement with ~40% of holders indicate investor support for current strategy and compensation design .
- Dual‑role governance: CEO + director with an independent Chair and independent committees limits independence concerns and preserves oversight quality; Magro does not sit on any committees .