Jennifer A. Johnson
CortevaAbout Jennifer A. Johnson
Jennifer A. Johnson is Senior Vice President and Chief Legal Officer of Corteva, appointed effective September 15, 2025; she joined the executive leadership team following the retirement transition of her predecessor, Cornel B. Fuerer. Dr. Johnson, age 50, previously served as EVP, General Counsel and Corporate Secretary at International Flavors & Fragrances (IFF), and earlier held senior legal roles at DuPont supporting the seed and nutrition/biosciences businesses; she holds a Ph.D. in Plant Biology and a B.S. in Genetics and Plant Biology (UC Berkeley) and a J.D. (University of Washington) . Company performance context for compensation alignment: in 2024 Corteva delivered Operating EBITDA of $3,376mm, Operating EBITDA margin of 20.0%, and Free Cash Flow of $1,699mm (enterprise PRP payout factor 79.6%); a $100 investment at year-end 2019 was worth $205 by year-end 2024 (company TSR index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Flavors & Fragrances (IFF) | EVP, General Counsel & Corporate Secretary | 2021–2025 | Led global legal, sustainability and public affairs; advised on M&A, activism, litigation, investigations |
| DuPont (and predecessors) | Associate GC, Nutrition & Biosciences; prior legal leadership incl. IP | 2013–2021 | Legal leadership across commercial/IP; supported seed business and biosciences portfolio |
| Finnegan, Henderson, Farabow, Garrett & Dunner, LLP | Partner | pre-2013 | Represented pharma/biotech clients in patent litigation; deep IP expertise relevant to ag/biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New York Botanical Garden | Advisory Board Member | Not disclosed | Current advisory role |
| California Life Sciences Association | Board Member | Not disclosed | Prior service |
| UC Berkeley School of Law; Howard University School of Law | Lecturer (biotech law; patent law & policy) | Not disclosed | Prior academic teaching roles |
Fixed Compensation
Corteva’s executive pay architecture targets median market levels and mixes fixed and variable pay; details for Dr. Johnson’s base salary and target bonus were not disclosed in appointment filings. For 2024 NEOs, base salaries reflected 2.4%–3.8% increases where applicable; newly hired CFO David P. Johnson’s salary was set at $725,000 upon appointment (structure shown to illustrate executive pay levels) . Short‑term incentive (PRP) and LTI design are summarized in Performance Compensation below (applies company‑wide to NEOs and generally to ELT participants) .
Performance Compensation
- Short‑term incentive (PRP): Enterprise metrics weighted 50% Operating EBITDA, 25% Operating EBITDA Margin, 25% Free Cash Flow; business unit PRPs use enterprise factor plus BU EBITDA, BU EBITDA margin, and Working Capital % of Revenue; sustainability modifier ±10% may apply; 200% cap .
- Long‑term incentive (LTI): 60% PSUs (3‑yr performance on RONA and Operating EPS Growth), 20% stock options (10‑yr term; vest ratably over 3 years), 20% RSUs (ratable over 3 years); no repricing; PSUs pay 0–200% of target .
2024 enterprise PRP results (illustrates pay‑for‑performance mechanics):
| Metric | Threshold (50% payout) | Target (100%) | Max (200%) | Actual | % of Target | Weight | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Operating EBITDA ($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 | — | — | — | — | — | — | 79.6% |
LTI program design (for NEOs; vesting terms also typically apply to ELT):
- PSUs: 3‑year performance; 50% RONA, 50% Operating EPS Growth; 0–200% payout .
- Stock options: 10‑year term; vest 1/3 annually over 3 years; no repricing .
- RSUs: vest 1/3 annually over 3 years .
Say‑on‑pay and investor alignment:
- 2024 say‑on‑pay support ~95% of votes cast; ongoing investor engagement on compensation and governance .
- Pay‑versus‑performance illustrates linkage to TSR and Operating EPS; $100 TSR index rose to $205 by YE 2024; Operating EPS and GAAP net income trends disclosed for context .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guidelines | CEO 6x base salary; EVPs 4x; SVPs 3x; retain 75% of net shares until met; 5‑year compliance window |
| Hedging/pledging | Prohibited for directors and executive officers; no margin accounts; anti‑hedging policy in insider trading policy |
| Clawback | NYSE/Exchange Act‑compliant policy; mandatory recovery after restatement; misconduct-based discretionary recovery; 10 business days repayment upon demand |
| Beneficial ownership | Dr. Johnson’s holdings not disclosed in 2025 proxy (appointment post‑proxy); NEO director/officer ownership table does not include her |
| Equity plan | 2019 Omnibus Plan governs RSUs, PSUs, options; no option repricing/reloads; options at FMV |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Senior Vice President, Chief Legal Officer; effective Sept 15, 2025 |
| Background/qualifications | Former EVP, GC & Corporate Secretary at IFF; prior DuPont legal leadership (including seed business support); prior partner at Finnegan (IP litigation); Ph.D. Plant Biology (UC Berkeley), B.S. Genetics & Plant Biology (UC Berkeley), J.D. (UW) |
| Severance/CIC | Executives participate in Corteva Change in Control and Executive Severance Plan; double‑trigger required (termination without cause or for good reason within 2 years post‑CIC); CEO multiple 2.99x; plan includes 1‑year non‑compete and non‑solicit, plus confidentiality and non‑disparagement |
| Compensation consultant | Frederic W. Cook & Co. advises the People & Compensation Committee on executive compensation |
| Governance practices | No single‑trigger CIC; no option repricing/reloads/below‑market grants; no tax gross‑ups (limited mobility exceptions); no dividends on unvested PSUs |
Compensation Structure Analysis (signals)
- High at‑risk mix with multi‑metric PRP and three‑part LTI indicates strong alignment to EBITDA, margins, cash generation (near‑term) and RONA/EPS growth (long‑term); PRP capped at 200% mitigates risk‑taking .
- Sustainability modifier (±10%) conditions payouts on progress toward ESG/sustainability objectives, reinforcing non‑financial accountability .
- Ownership policy (3x base for SVPs; 5‑year window; 75% net share hold) plus anti‑hedging/pledging and robust clawback reduce misalignment and hedging/pledging risk .
- Peer benchmarking set and reaffirmed (e.g., Deere, Nutrien, DuPont, FMC, Zoetis) moderates inflationary drift and supports median‑targeted design .
Risk Indicators & Red Flags
- Company prohibits hedging and pledging, and disallows option repricing; no single‑trigger CIC; comprehensive clawback—collectively reduce governance risk .
- Say‑on‑pay approval ~95% suggests low shareholder opposition to pay design and outcomes for 2024 .
- No related‑party transactions or family relationships disclosed for Dr. Johnson; no Item 404(a) transactions .
Expertise & Qualifications (relevance to role)
- Deep agriculture/biotech/legal nexus: plant biology Ph.D. plus IP and commercial litigation background; prior DuPont seed business support aligns with Corteva’s IP‑intensive seed/traits pipeline and crop protection portfolio .
- Public‑company GC experience (IFF) across activism, M&A, and global compliance supports governance and transaction execution .
Performance & Track Record (company context)
| Measure | 2024 Result | Notes |
|---|---|---|
| Operating EBITDA ($mm) | 3,376 | Against $3,600 target; 68.9% of target in PRP math |
| Operating EBITDA Margin (%) | 20.0% | Against 20.5% target |
| Free Cash Flow ($mm) | 1,699 | Against $1,750 target |
| Enterprise PRP Payout Factor (%) | 79.6% | Before sustainability modifier (none applied) |
| TSR index (YE19=$100) | $205 | Cumulative through YE 2024 |
Investment Implications
- Alignment: Dr. Johnson’s background (biotech/seed IP and public‑company GC) directly supports Corteva’s moat around traits, seeds, and biologics M&A—favorable for protecting R&D returns and managing activism/transactions .
- Retention risk: Newly appointed in 2025; while her specific package is undisclosed, company‑standard design (3‑year LTI vesting, ownership requirements, clawback, double‑trigger CIC) provides meaningful retention hooks; absence of single‑trigger features and anti‑hedging/pledging lower governance risk .
- Pay‑for‑performance: PRP/LTI metrics (EBITDA, margins, FCF, RONA, Operating EPS) tie payouts to operating quality and capital discipline, which aligns with shareholder value creation; 2024 outcomes (sub‑target EBITDA but solid FCF/margins) show calibration that avoids windfalls .
- Trading signals: No Form 4/ownership disclosures yet for Dr. Johnson; monitor 2026 proxy and any Form 4 filings for initial equity awards and subsequent open‑market actions to assess selling pressure or accumulation. Governance guardrails (no pledging, strong clawback) reduce adverse signals .