David P. Johnson
CortevaAbout David P. Johnson
Executive Vice President and Chief Financial Officer of Corteva since September 16, 2024, following six years as CFO at Atkore and 29 years at Eaton in finance and operations leadership roles; he holds a B.S. in Finance (minor in Accounting) from Indiana University of Pennsylvania and an MBA from Duquesne University . Marketscreener lists his age as 58 as of 2025 . His annual incentive is tied to enterprise Operating EBITDA, Operating EBITDA margin, and Free Cash Flow; 2024 enterprise PRP paid at 79.6% based on targets ($3.6B EBITDA, 20.5% margin, $1.75B FCF) . Corteva’s pay-versus-performance shows Operating EPS of $2.57 and TSR rising to $205 on a $100 base by 2024, framing the linkage of executive CAP to shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atkore | EVP, CFO & Chief Accounting Officer | ~2018–2024 | Led all finance and IT; drove transformation via acquisitions and organic investments, building a leading electrical products company . |
| Eaton Corporation | VP, Finance & Operations, Electrical Sector (and prior senior finance roles) | ~1989–2018 | Managed global finance/operations across electrical businesses; expertise in strategic/financial planning, M&A, global tax, internal controls . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in Corteva materials; leadership bio focuses on Atkore/Eaton experience . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (as of Dec 31, 2024) | $725,000 | New hire; salary established upon appointment effective Sep 16, 2024 . |
| Salary Paid (2024, prorated) | $214,712 | Reflects partial-year service . |
| Target Bonus % (PRP) | 100% of year-end base salary | Set for 2024 PRP . |
| Actual Annual Incentive (PRP) | $168,715 | Enterprise payout factor 79.6%; prorated for hire date . |
| Signing Bonus (one-time) | $450,000 | To replace forfeited prior employer incentive . |
| All Other Compensation | $5,225 | Includes $206 perqs; $5,019 retirement plan contributions . |
Performance Compensation
Annual PRP (Short-Term Incentive)
| Metric | Weighting | Target | Actual/Result | Payout Factor | Individual Payout |
|---|---|---|---|---|---|
| Operating EBITDA (Enterprise) | Not disclosed | $3.6B | Company performance used in payout determination | 79.6% enterprise factor | $168,715 (prorated) . |
| Operating EBITDA Margin (Enterprise) | Not disclosed | 20.5% | Company performance used in payout determination | 79.6% enterprise factor | $168,715 (prorated) . |
| Free Cash Flow (Enterprise) | Not disclosed | $1.75B | Company performance used in payout determination | 79.6% enterprise factor | $168,715 (prorated) . |
Vesting: Cash payout annually; Johnson’s payout prorated based on Sep 16, 2024 hire date .
Long-Term Incentives Granted in 2024
| Instrument | Grant Date | Units/Details | Grant-Date Fair Value | Key Terms |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 9/16/2024 | Target 23,459 units | $1,320,038 | Metrics: Operating EPS Growth (50%) and RONA (50%); 3-year performance; payout 0–200%; vests after Dec 31, 2026 . |
| RSUs (Annual LTI) | 9/16/2024 | 7,820 units | Included in $3,240,083 total RSU value | Vests in 3 equal annual installments starting first anniversary . |
| RSUs (One-time inducement) | 9/16/2024 | 49,761 units | $2,800,000 value at grant | Vests in 3 equal annual installments beginning first anniversary . |
| Stock Options (NSOs) | 9/16/2024 | 23,606 options | $440,016 | Exercise price $56.27; 10-year term; vests 1/3 per year over 3 years . |
Program design context: 2024 LTI mix for NEOs was 60% PSUs, 20% options, 20% RSUs; Committee also adopted a one-time stretch RSU opportunity to earn 2x the 2024 RSU target upon exceeding a two-year Adjusted EBITDA goal, with delivery in Jan 2026 if achieved . Prior PSU cycle (2022–2024) paid at 88% of target on average (RONA 176% payout; Operating EPS Growth 0%), illustrating performance rigor; Johnson did not have a 2022 grant (joined 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 5, 2025) | 0 current shares; 0 rights to acquire by May 4, 2025; <1% ownership . |
| Unvested RSUs (12/31/2024) | 57,747 units; market value $3,289,272 (at $56.96) . |
| Unearned PSUs at Target (12/31/2024) | 23,459 units; payout value at target $1,336,225 (at $56.96); actual payout contingent on performance . |
| Options Unexercisable (12/31/2024) | 23,606; strike $56.27; expire 9/16/2034 . |
| Vesting/Retention | RSUs and options vest 1/3 on each of the first, second, third anniversaries of grant; 75% net share retention until guideline met . |
| Stock Ownership Guidelines | EVP multiple 4x base salary; Johnson has met guideline; options/PSUs excluded; RSUs and direct holdings count . |
| Hedging/Pledging | Prohibited for executives and directors; no margin accounts; strong anti-hedging policy . |
Insider selling pressure outlook: First major vest date on or after Sep 16, 2025 for RSUs and options, followed by annual tranches, creating periodic supply; retention ratio (75%) mitigates near-term selling until guideline maintenance is satisfied .
Employment Terms
| Provision | Terms/Amounts |
|---|---|
| Appointment date | Effective Sep 16, 2024; EVP, CFO . |
| Severance – CIC double-trigger | Requires change in control plus termination within 24 months (without cause/by executive for good reason); release required; non-compete and non-solicit one year; non-disparagement/confidentiality . |
| Severance – Amounts (as of 12/31/2024) | Termination w/o cause or for good reason within 24 months post-CIC: $2,900,000 cash; LTI acceleration value $4,641,785; Health & Welfare $22,496; Outplacement/Financial planning $9,900 . |
| Severance – Non-CIC termination | Termination w/o cause or for good reason: $2,175,000 cash; LTI vesting/continuation value $1,547,206; Health & Welfare $14,497; Outplacement/Financial planning $9,900 . |
| Death/Disability benefits | LTI acceleration/vesting value $3,750,968 . |
| Clawback policy | NYSE/SEC Rule 10D-1 compliant; mandatory recovery on restatement; discretionary recovery for misconduct (cause, covenant breach, willful policy violations causing material harm); 10-day repayment requirement upon demand . |
| Hedging/Pledging policy | Prohibits hedging, short sales, margin, and pledging for executives/directors . |
Investment Implications
- Strong pay-for-performance alignment: 60% PSUs in LTI tied to Operating EPS Growth and RONA, with caps at 200% and documented underperformance (EPS growth 0% in prior cycle) reducing payouts; annual PRP paid at 79.6% against enterprise financial targets, evidencing discipline .
- Near-term vesting supply but mitigants: Significant RSU/option tranches begin vesting on the first anniversary of Sep 16, 2024 grant; 75% net share retention and 4x salary ownership guideline (met) temper selling pressure and align with shareholders .
- Alignment and risk controls: Prohibitions on hedging/pledging, robust clawback, no single-trigger CIC, and double-trigger severance structure reduce governance risk; explicit non-compete/non-solicit and payout caps curb excessive risk-taking .
- Retention: One-time $2.8M inducement RSU plus ongoing LTI provides meaningful unvested equity, supporting retention; severance economics in both CIC and non-CIC termination scenarios are competitive but not excessive, balancing retention with shareholder protections .
Overall, Johnson’s package emphasizes financial rigor and multi-year value creation while instituting controls that limit misalignment and downside governance risks; vesting cadence and ownership policies suggest manageable trading overhang relative to alignment benefits .