David C. Everitt
CortevaAbout David C. Everitt
Independent director at Corteva since March 2021; age 72. Retired President of Deere & Company’s Agricultural & Turf Division with deep agricultural operations, manufacturing, and marketing experience. Current CTVA committee memberships: Governance & Compliance and Sustainability & Innovation. Independence affirmed by the Board’s determination (all nominees except the CEO are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | President, Agricultural & Turf Division – North America, Asia, Australia, Sub‑Saharan & South Africa; Global Tractor & Turf Products | 2009–2012 | Led largest division; global operations, manufacturing, marketing |
| Deere & Company | President, Agricultural Division – North America, Australia, Asia; Global Tractor & Implement Sourcing | 2006–2009 | Global sourcing, regional P&L leadership |
| Deere & Company | President, Agricultural Division – Europe, Africa, South America; Global Harvesting Equipment Sourcing | 2001–2006 | Global product stewardship and regional expansion |
| Enviri Corporation (f/k/a Harsco) | Interim President & CEO | Feb–Jul 2014 | Stabilization in transition; governance continuity |
| Enviri Corporation | Non‑Executive Chairman | Aug 2014–Oct 2018 | Board leadership; strategic oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enviri Corporation | Lead Independent Director | Since 2018; retiring April 2025 | Lead independent oversight; announced retirement to reduce outside commitments |
| Allison Transmission Holdings, Inc. | Director | Since Aug 2014 | Not disclosed in CTVA proxy |
| Brunswick Corporation | Director | Since Jul 2012 | Not disclosed in CTVA proxy |
| Agrium Inc. / Nutrien Ltd. | Director (prior) | Agrium: Feb 2013–Jan 2018; Nutrien: Jan 2018–Aug 2020 | Industry experience; post‑merger continuity |
Board Governance
- Committee assignments: Governance & Compliance; Sustainability & Innovation (not a chair) .
- Independence: Board determined all nominees except CEO are independent; Everitt is independent .
- Attendance: Approx. 90% aggregate Board/Committee attendance in 2024; all directors attended >75% and the 2024 Annual Meeting .
- Board/Committee cadence 2024: Board 8; Audit 10; People & Compensation 7; Governance & Compliance 5; Sustainability & Innovation 5 .
- Executive sessions: Held regularly with independent directors, presided by the Chair .
- Outside directorship limit: Non‑executive directors may serve on up to 4 public boards; Everitt serves on three other public company boards (Enviri, Allison Transmission, Brunswick) .
- 2025 election support (signal): For 538,106,091; Against 13,503,700; Abstain 1,537,645; Broker Non‑Votes 55,142,670 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 130,000 | 0 (not a chair) | 170,252 (RSUs; grant date fair value $54.92/share) | 300 (accidental death & disability insurance) | 300,552 |
Compensation framework for 2024 non‑employee directors: Cash retainer $130,000; Equity retainer $170,000; RSUs vest on first anniversary; Audit chair +$35,000, other chairs +$25,000 (not applicable to Everitt) .
Performance Compensation
Directors do not receive performance‑based bonuses or PSUs; equity is time‑vested RSUs.
| Grant Type | Grant Date | Shares Granted | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSU | Apr 26, 2024 | 3,100 RSUs | Vests on first anniversary of grant date | RSU grant value determined by closing price; 2024 grant fair value $54.92/share |
| Program Design | — | — | — | Director RSUs since 2022 vest after 1 year; pre‑2021 director equity vested at retirement; all directors adhere to stock holding until ownership guideline met |
Other Directorships & Interlocks
| Company | Sector Link to CTVA | Role/Committee | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Enviri Corporation | Industrial services; no direct supplier/customer tie to Corteva disclosed | Lead Independent Director; retiring Apr 2025 | Outside role reduction mitigates overboarding risk |
| Allison Transmission | Industrial manufacturing; no direct tie disclosed | Director | No related‑party transactions disclosed in proxy; Governance policy controls approvals |
| Brunswick Corporation | Marine products; no direct tie disclosed | Director | No related‑party transactions disclosed in proxy; Governance policy controls approvals |
Corteva policy requires Governance & Compliance Committee approval/ratification of any related‑party transaction >$120,000; directors recuse from matters where they are related persons .
Expertise & Qualifications
- Agricultural operations and technology leadership (Deere divisional president across multiple geographies) .
- Manufacturing, marketing, and global sourcing expertise .
- Public company board leadership (lead independent director; prior non‑executive chair) .
- Focus areas at CTVA: governance, compliance, sustainability, and innovation oversight .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire by May 4, 2025 | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| David C. Everitt | 1,271 | 0 | 1,271 | <1% (company disclosure) |
| Shares Outstanding (record date) | 683,014,582 | — | — | — |
Ownership alignment policies:
- Non‑employee director stock ownership guideline: 5x annual cash retainer within 5 years of appointment; required holding of all equity until guideline met .
- As of Dec 31, 2024, non‑employee directors were compliant or expected to meet guideline within timeframe .
- Hedging and pledging of Corteva securities prohibited for directors .
Governance Assessment
-
Strengths
- Independent director with agriculture domain expertise; sits on Governance & Compliance and S&I committees, supporting board effectiveness on risk, ethics, and innovation oversight .
- Solid attendance (~90% aggregate in 2024) and strong shareholder support in 2025 election results, indicating investor confidence .
- Director compensation mix emphasizes equity alignment (annual RSUs with holding requirements until guideline met) .
- Company policies mitigate conflicts: rigorous related‑party review, prohibition on hedging/pledging, independent committees .
-
Watch‑items / potential red flags
- Overboarding risk: serves on three other public boards (highest among CTVA directors along with the Chair); though within policy limits, time commitments merit monitoring; planned retirement from Enviri in April 2025 reduces load .
- Beneficial ownership is modest (1,271 shares), though ongoing equity grants and guideline requirements aim to increase alignment over time .
- Not on Audit or People & Compensation Committees, limiting direct influence on financial reporting or executive pay; governance impact is concentrated in compliance and sustainability .
-
Shareholder sentiment context
- Say‑on‑pay support ~95% in prior year (2024), and strong 2025 vote tallies (For 488,400,627; Against 62,848,809; Abstain 1,898,000), supporting overall governance credibility .
-
Compensation benchmarking and safeguards
- Director pay targeted at peer median; equity vesting and ownership policy drive long‑term alignment; independent consultant supports executive pay oversight for the company (committee level) .
Overall, Everitt’s deep industry expertise and service on governance‑critical committees positively contribute to board effectiveness; outside board load has been proactively addressed via planned Enviri retirement, and policy frameworks limit conflicts and misalignment.