Janet P. Giesselman - Director | Corteva (CTVA) Executive Profile & Compensation

About Janet P. Giesselman

Independent non-employee director of Corteva, Inc. (CTVA) since March 2021; age 70. Retired President & General Manager, Dow Oil & Gas, with a scientific educational background including plant pathology and deep crop protection regulatory experience; currently Chair of the Governance & Compliance Committee and member of the Sustainability & Innovation Committee. Independence affirmed by the Board under NYSE standards; she is one of eleven independent nominees on the 2025 slate. In 2024, all directors attended more than 75% of aggregate Board and committee meetings, and all attended the 2024 Annual Meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
The Dow Chemical Company	President & General Manager, Dow Oil & Gas	2007–2010	Led global energy-focused business for Dow; senior leadership in a science/technology-based corporation
The Dow Chemical Company	Business Vice President, Dow Latex	2006–2007	Business leadership in specialty materials
Dow AgroSciences	Vice President (strategy and regulatory affairs)	2001–2006	Strategy and regulatory oversight in crop protection
Rohm and Haas Company	Regional Business Director, Agricultural Division	1998–2001	Sales/marketing/strategic planning in ag chemicals
Rohm and Haas Company	Various sales, marketing, strategic planning roles	1981–2001	Commercial leadership in specialty/performance materials

External Roles

Organization	Type	Role	Tenure/Notes
Twin Disc, Inc.	Public	Director	Since June 2015
Ag Growth International, Inc.	Public	Director; Board Chair	Director since 2013; Chair effective May 2023
McCain Foods Ltd.	Private	Director	Since June 2014
GCP Applied Technologies Inc.	Public (prior)	Director	May 2020–Sept 2022 (acquired by Saint-Gobain)
Avicanna Inc.	Public (prior)	Director	June 2019–May 2021
OMNOVA Solutions Inc.	Public (prior)	Director	Mar 2015–Apr 2020 (acquired by Synthomer plc)
Other current public boards count	—	—	2 current public boards

Board Governance

Committees: Governance & Compliance (Chair, effective Feb 20, 2024); Sustainability & Innovation member. All standing committees comprised entirely of independent directors.
Independence: Board determined all nominees except CEO are independent (includes Giesselman).
Meetings/attendance: Board met 8 times in 2024; committees met Audit 10, People & Compensation 7, Governance & Compliance 5, Sustainability & Innovation 5. All directors attended >75% of aggregate meetings and the 2024 Annual Meeting.
Executive sessions: Independent directors meet in regular executive sessions, generally at each regularly scheduled Board meeting; Chair presides.
Risk oversight: Governance & Compliance oversees enterprise risk management, ethics/compliance, public policy, EHS&S. S&I oversees innovation pipeline and sustainability/climate/biodiversity risks.
Outside directorship limits: Non-executive directors may serve on up to four public company boards; executives at other public companies limited to two. Giesselman’s two public boards are within guideline.

Fixed Compensation

Component	2024 Amount	Notes
Annual Cash Retainer	$130,000	Non-employee director cash retainer
Committee Chair Fee (Governance & Compliance)	$25,000	“All Other” committee chair fee (non-Audit)
Fees Earned or Paid in Cash (Giesselman)	$150,517	Reflects chair role effective Feb 20, 2024
Annual Equity Retainer (value)	$170,000	Delivered as RSUs; grant-date fair value $170,252
Stock Awards (Giesselman)	$170,252	RSU grant at $54.92 grant-date price
All Other Compensation (Giesselman)	$300	Accidental death/disability insurance premium

Equity retainer RSUs granted April 26, 2024; each non-employee director received 3,100 RSUs; vest in full on first anniversary of grant date.
Director stock ownership guidelines: 5× annual cash retainer (achieve within 5 years); must hold all equity compensation until guideline met. As of Dec 31, 2024, non-employee directors were compliant or anticipated to reach guideline within timeframe.
Deferred compensation: Directors may defer retainers/chair fees (cash or stock units); interest/dividend equivalents accrue.

Performance Compensation

Award Type	Grant Date	Quantity	Vesting	Grant-Date Fair Value
Equity Retainer RSUs (Giesselman)	Apr 26, 2024	3,100 RSUs	100% on Apr 26, 2025	$170,252 total (at $54.92/share)

Director compensation has no performance-conditioned metrics (no PSUs/option performance hurdles for directors); RSUs are time-based to align director interests with shareholders via required holding until guidelines are met.

Other Directorships & Interlocks

Company	Relationship to CTVA	Potential Interlock/Consideration
Ag Growth International (AGI)	Ag equipment manufacturer	Industry adjacency; monitor for any commercial relationships; related-party transactions would be reviewed per policy
Twin Disc, Inc.	Industrial drivetrain	Unrelated to CTVA’s core seed/crop protection; standard public directorship
McCain Foods Ltd.	Food producer (private)	No direct disclosure of CTVA transactions; monitor as standard practice

Related person transaction policy: Governance & Compliance Committee reviews any transactions ≥$120,000 with related persons; directors are recused when personally involved; transactions only approved if in the best interests of stockholders.

Expertise & Qualifications

Senior executive experience in agriculture and chemicals (Dow Oil & Gas; Dow AgroSciences; Rohm and Haas); scientific background including plant pathology; strong innovation, growth/investment strategy, and regulatory expertise.
Board skills coverage includes science/innovation, agriculture/chemical industry experience, governance, risk oversight—aligned with S&I and Governance chair roles.

Equity Ownership

Holder	Current Shares Beneficially Owned	Rights to Acquire (through May 4, 2025)	Total	Percent of Outstanding
Janet P. Giesselman	457	0	457	<1%*

*Less than 1% of total outstanding shares.

Insider trading policy prohibits directors from hedging or pledging Corteva securities; margin accounts also prohibited, supporting alignment and risk control.
Stock ownership guideline for directors: 5× cash retainer within 5 years; equity must be held until guideline met; directors compliant or on track as of Dec 31, 2024.

Governance Assessment

Strengths: Independent director with chair role over Governance & Compliance (ERM, ethics/compliance, public policy), and member of S&I (innovation and sustainability oversight); board/committee cadence indicates active oversight; independent executive sessions held regularly; robust ownership/holding requirements; anti-hedging/pledging policy.
Engagement signal: Company engaged investors representing ~40% of outstanding shares in 2024; say-on-pay received ~95% support, indicating constructive investor sentiment toward governance and pay frameworks overseen by the Board.
Compensation alignment: Director pay mix balanced between cash and equity (time-vested RSUs), with stock holding requirements; fees consistent with peer-targeted median and transparent chair fee schedules.
Potential conflicts/RED FLAGS: No specific related-party transactions disclosed involving Giesselman; continue monitoring for industry interlocks (e.g., AGI) via Related Person Transaction policy; outside board service is within Corteva’s limits.
Process quality: Governance chair oversees annual board/committee/director evaluations; board conducts executive sessions and maintains inclusion-focused refreshment and outside directorship limits—factors supportive of board effectiveness.

Overall, Giesselman’s chairship of Governance & Compliance and S&I membership, coupled with independence, attendance, and ownership alignment, support investor confidence; ongoing monitoring for external interlocks is prudent under Corteva’s robust related-party and ethics frameworks.