Marcos M. Lutz
CortevaAbout Marcos M. Lutz
Marcos M. Lutz (age 55) is an independent director of Corteva, Inc., serving since June 2019. He is CEO of Ultrapar Participações S.A. and Vice-Chair of its board, with prior senior roles at Cosan Limited, CSN, and Ultracargo; he sits on Corteva’s People & Compensation and Sustainability & Innovation Committees. In 2024, all directors, including Lutz, attended more than 75% of Board/committee meetings and the Annual Meeting; Corteva’s Board chair is independent, and independent director executive sessions occur with each regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cosan Limited | Chief Executive Officer; Director | CEO: Apr 2015–Apr 2020; Director: Dec 2009–Jun 2020 | Led diversified energy/logistics group; strategic analysis and operations leadership |
| CSN (Companhia Siderúrgica Nacional) | Vice President, Infrastructure & Energy | Prior to Cosan | Oversaw hydroelectric plants, logistics, railways, ports—capital allocation and operations |
| Ultracargo S.A. (Ultra Group) | Chief Operating Officer | Prior to CSN | Logistics operations leadership |
| Monsanto Company | Director | May 2014–Jun 2018 | Agriculture sector board experience; technology and capital markets insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ultrapar Participações S.A. | Chief Executive Officer | Jan 2022–present | Also Vice-Chair of Ultrapar’s board since Apr 2023 |
| Votorantim S.A. | Director | Apr 2021–present | Conglomerate in mining/metals, energy, banking |
| Ultrapar Board | Vice-Chair | Apr 2023–present | Board leadership complementing CEO role |
Board Governance
- Committees: People & Compensation; Sustainability & Innovation (not a chair; P&C Chair: L. Andreotti; S&I Chair: K. Engel as of Mar 1, 2025) .
- Independence: All nominees except the CEO are independent; Lutz is independent per NYSE/SEC standards .
- Attendance/Engagement: Board met 8 times in 2024; committees met Audit (10), People & Compensation (7), Governance & Compliance (5), S&I (5). All directors attended >75% of Board/committee meetings and the 2024 Annual Meeting .
- Leadership/Executive Sessions: Independent chair (Gregory R. Page); independent director executive sessions occur with each regular meeting .
- Outside board limits: As an executive officer of another public company, the guideline limits total public boards to two (including employer); Lutz’s matrix shows one other current public board, consistent with policy .
Fixed Compensation
| Component (2024, Non-Employee Directors) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Standard non-employee director cash retainer |
| Annual Equity Retainer (RSUs) | $170,000 (grant-date fair value $170,252) | Issued as RSUs; director grant-date fair value $54.92/share |
| Committee Chair Fees | $25,000 (non-Audit); $35,000 (Audit) | Not applicable to Lutz (not a chair) |
| Board Chair Retainer (Cash + Equity) | $200,000 total | Board chair only (G.R. Page) |
| Director (2024) | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Marcos M. Lutz | $130,000 | $170,252 | $300 | $300,552 |
Performance Compensation
| Award Type | Grant Date | # of RSUs | Vesting Schedule | Grant-Date Fair Value | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSUs | Apr 26, 2024 | 3,100 | Vest in full on first anniversary of grant date | $170,252 total; $54.92/share | None (time-based RSUs for directors) |
- Stock ownership guidelines: Non-employee directors must hold equity equal to 5× annual cash retainer within 5 years; must hold all equity until guideline met. As of Dec 31, 2024, non-employee directors were in compliance or expected to reach within the timeframe .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Ultrapar Participações S.A. | Public | CEO; Vice-Chair | Specialty chemicals/fuel distribution; no Corteva-related person transaction disclosed in reviewed sections |
| Votorantim S.A. | Private/Non-U.S. | Director | Diversified conglomerate; no interlocks with Corteva executives indicated |
| Monsanto Company | Public (prior) | Director (2014–2018) | Prior service; agriculture domain experience |
- Compensation Committee interlocks: None — no P&C Committee member was a Corteva officer/employee; none of Corteva’s execs served on boards/comp committees of entities with execs serving on Corteva’s Board/P&C .
Expertise & Qualifications
- Agriculture, logistics, and Brazil market operations expertise; capital markets and marketing experience — supports oversight of strategy and exec compensation .
- C-suite leadership across energy, logistics, chemicals; prior agriculture board service (Monsanto) .
- Committee experience on People & Compensation and Sustainability & Innovation — relevant to human capital, incentives, and innovation oversight .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (through May 4, 2025) | Total | % of Outstanding |
|---|---|---|---|---|
| Marcos M. Lutz | 39,046 | 3,127 (RSUs/options deliverable) | 42,173 | <1% |
- Hedging/pledging: Directors prohibited from hedging or pledging Corteva securities; anti-hedging/pledging policy disclosed .
- Ownership policy compliance: Non-employee directors in compliance or on track; RSU retention required until guideline met .
Governance Assessment
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Committee roles and independence: Lutz is an independent director with seats on People & Compensation and Sustainability & Innovation — positions central to pay-for-performance oversight and innovation/sustainability risk governance .
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Attendance and engagement: Board/committee cadence and >75% attendance signal active oversight; independent chair and executive sessions enhance governance quality .
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Director compensation alignment: Standard cash/equity retainer; equity via annual RSUs fosters alignment; compensation benchmarked to peer group; no meeting fees disclosed .
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Ownership alignment: Meaningful personal holding and RSU rights; strict anti-hedging/pledging and 5× retainer guideline support investor alignment .
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Say-on-pay and shareholder signaling: 2024 say-on-pay approved at ~95% of votes cast, indicating broad investor support for compensation frameworks overseen by the P&C Committee .
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Related-party/Conflict controls: Formal related person transaction policy with independent committee review; no specific related person transactions involving Lutz are presented in the reviewed sections; interlock disclosure indicates none on P&C .
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RED FLAGS: None observed in reviewed materials for Lutz — no attendance shortfalls, pledging, hedging, or related-party transactions disclosed; within outside directorship guidelines per matrix showing one other current public board .