Karen H. Grimes
CortevaAbout Karen H. Grimes
Karen H. Grimes (age 68) is an independent director of Corteva, Inc. since March 2021, serving on the Audit Committee and the People & Compensation Committee; the Board has designated her an “audit committee financial expert.” She is a retired Senior Managing Director, Partner, and equity portfolio manager at Wellington Management Company LLP (2008–2018) and holds the Chartered Financial Analyst designation, bringing deep financial, investment, and risk management expertise to the Board. She currently serves on two other public company boards: Toll Brothers, Inc. (since March 2019) and TEGNA, Inc. (February 2020 through conclusion of her term in April 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company LLP | Senior Managing Director, Partner, Equity Portfolio Manager | 2008–2018 | Investment leadership; capital markets and risk oversight expertise for Board |
| Wilmington Trust Company | Director of Research; Equity Analyst | 1988–1995 | Strengthened research discipline; financial analysis skills |
| Butcher & Singer | Portfolio Manager; Equity Analyst | 1986–1988 | Portfolio construction; valuation expertise |
| First Atlanta Corporation | Portfolio Manager; Equity Analyst | 1983–1986 | Public markets experience; performance accountability |
| IBM (early career) | Field Engineer | Not disclosed | Technical background complements innovation oversight |
| U.S. Army | Service member | 3 years (prior to IBM) | Leadership and discipline; applicable to governance rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Toll Brothers, Inc. | Director | Since March 2019 | Current public board service (homebuilding) |
| TEGNA, Inc. | Director | Feb 2020 – Apr 2025 (term concluding) | Media; tenure ending April 2025 |
| Other current public boards (count) | — | 2 | Board matrix shows two other current public boards for Grimes |
Board Governance
- Committee assignments: Audit; People & Compensation; Board-determined “audit committee financial expert” (alongside Page and Ward) .
- Independence: the Board determined all director nominees except the CEO (Magro) are independent; all standing committees consist entirely of independent directors .
- Attendance and engagement: In 2024 the Board met 8 times; committees met Audit (10), People & Compensation (7), Governance & Compliance (5), Sustainability & Innovation (5); all directors attended more than 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: independent directors hold executive sessions, generally at each regularly scheduled Board meeting; the independent Chair presides .
- Outside directorships limit: non-executive public company directors may serve on up to four public boards; Grimes is at two, within policy limits .
- Stock ownership guidelines: non‑employee directors must hold equity equal to 5× annual cash retainer within 5 years and must hold all equity compensation until meeting the guideline; as of Dec 31, 2024, non‑employee directors were compliant or anticipated to reach the guideline within the timeframe .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Standard non‑employee director cash retainer |
| Committee Chair Fees | $0 | Grimes did not serve as chair; chair fees: Audit $35,000, other committees $25,000 |
| Other Cash/Fees | $300 | Accidental death & disability insurance premium included in “All Other” |
| Total 2024 Cash Fees | $130,300 | Sum of cash and other compensation |
- 2024 director fee schedule: cash retainer $130,000; equity retainer $170,000; Board Chair additional cash $80,000 and equity $120,000; committee chair fees Audit $35,000, others $25,000 .
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Equity Retainer RSUs | Apr 26, 2024 | 3,100 | $170,252 (at $54.92/share) | Vests in full on first anniversary of grant |
- Director stock holding requirement: non‑employee directors must hold equity awards until meeting 5× cash retainer guideline (see Board Governance) .
Committee‑overseen executive incentive metrics (context for Grimes’ People & Compensation Committee role):
| Enterprise Metric | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual 2024 | Payout Weight | Actual Weighted Payout |
|---|---|---|---|---|---|---|
| Operating EBITDA ($mm) | $3,240 | $3,600 | $3,960 | $3,376 | 50% | 34.5% |
| Operating EBITDA Margin (%) | 18.5% | 20.5% | 22.6% | 20.0% | 25% | 21.9% |
| Free Cash Flow ($mm) | $1,400 | $1,750 | $2,100 | $1,699 | 25% | 23.2% |
| Total Enterprise Payout Factor | — | — | — | — | — | 79.6% |
- Additional compensation governance practices under Committee oversight include: no single‑trigger change‑in‑control, prohibition on option repricing, hedging and pledging prohibitions, comprehensive clawback, and use of a sustainability modifier in short‑term incentives .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Toll Brothers, Inc. | Homebuilding | No disclosed supplier/customer conflict with Corteva in proxy |
| TEGNA, Inc. | Media | Term concluding April 2025; no disclosed conflict with Corteva in proxy |
Expertise & Qualifications
- CFA charterholder; senior portfolio management and research leadership across public markets, enhancing capital markets, risk, and investor perspectives on the Board .
- Audit committee financial expert designation, reflecting deep financial literacy and internal controls understanding .
- Technical foundation from early IBM engineering role and service discipline from 3 years in the U.S. Army .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire by May 4, 2025 | Total Beneficial Ownership | Percent of Outstanding |
|---|---|---|---|---|
| Karen H. Grimes | 5,782 | 3,127 | 8,909 | Less than 1% |
- Policy prohibitions on hedging and pledging of Corteva securities apply to directors; insider trading policy forbids margin accounts and pledging by directors .
- Director stock ownership guideline: 5× annual cash retainer within 5 years; directors were compliant or expected to reach compliance on schedule as of Dec 31, 2024 .
Governance Assessment
- Board effectiveness: Grimes’ dual roles on Audit and People & Compensation, plus “financial expert” status, strengthen oversight of reporting integrity and pay‑for‑performance design; the Board and committees are fully independent, with robust executive sessions and annual evaluations, signaling strong governance quality .
- Alignment and incentives: Director compensation is balanced (cash retainer plus time‑vested RSUs with 1‑year vest), reinforced by stringent 5× ownership guidelines and holding requirements until compliance, encouraging skin‑in‑the‑game and alignment with shareholders .
- Attendance/engagement: Comprehensive meeting cadence in 2024 and >75% attendance across directors indicates active oversight; Grimes’ committee assignments suggest material engagement across financial, risk, and compensation matters .
- Conflicts/red flags: Policies prohibit hedging/pledging; related person transactions undergo committee review with strict approval standards; no specific related‑party transactions involving Grimes are disclosed in the cited sections, and her external boards (homebuilding, media) do not suggest direct operational conflicts with Corteva’s ag inputs business in the proxy disclosures .
- Say‑on‑pay and investor feedback: 2024 say‑on‑pay approval at ~95% and broad investor engagement reflect strong investor confidence in compensation governance overseen by her committee .
- Compensation benchmarking: Use of a diversified, scale‑appropriate peer group (e.g., ADM, DuPont, Deere, FMC, Nutrien) and independent consultant support underscores disciplined pay governance practices .