Michael O. Johanns
CortevaAbout Michael O. Johanns
Retired U.S. Senator and former U.S. Secretary of Agriculture; age 74; independent director of Corteva since June 2019; serves on Audit and Governance & Compliance Committees. Background includes leadership in federal and state government with oversight across agriculture, banking, commerce, foreign trade; expected retirement at conclusion of the 2026 Annual Meeting under Corteva’s mandatory retirement policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Senate | U.S. Senator (Nebraska) | 2009–2015 | Committees: Agriculture, Appropriations, Banking, Commerce, Veterans Affairs, Indian Affairs, Environment & Public Works |
| U.S. Department of Agriculture | U.S. Secretary of Agriculture | 2005–2007 | Led USDA policy and execution; deep agriculture regulatory experience |
| State of Nebraska | Governor | 1999–2005 | Executive leadership; statewide economic and regulatory oversight |
| Burlington Capital/ATAX | Director | May 2015–Sep 2019 | Board service at public partnership structure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deere & Company | Director | 2015–present | Major agriculture equipment OEM; interlock with Gregory R. Page (also a Deere director) |
| Farm Foundation | Advisory/Board role | Not disclosed | Agriculture policy advancement |
| Flinchbaugh Center for Ag Policy, Kansas State Univ. | Advisory/Board role | Not disclosed | Agriculture policy advisory |
| Ag America Lending | Advisory/Board role | Not disclosed | Farmer financing exposure |
Board Governance
- Independence: Board determined all nominees except the CEO (Magro) are independent; Johanns is independent .
- Committees (current composition): Audit; Governance & Compliance; not designated as an audit committee financial expert (experts: Page, Ward, Grimes) .
- Committee responsibilities aligned to his service:
- Audit: external reporting, internal controls, auditor oversight, cybersecurity risk reviews .
- Governance & Compliance: corporate governance guidelines, director nominations, board/committee evaluations, ethics/compliance, ERM oversight, public policy/political engagement, EHS&S risk .
- Committee refresh: Effective Mar 1, 2025, Engel became Sustainability & Innovation Chair; at that time, Johanns replaced Engel on Audit (confirming his Audit placement) .
- Attendance and engagement:
- 2024 board met 8 times; committees met Audit 10, People & Compensation 7, Governance & Compliance 5, Sustainability & Innovation 5; all directors attended >75% of aggregate meetings and attended the 2024 Annual Meeting .
- Stockholder engagement: ~40% of outstanding shares engaged in 2024 .
- Executive sessions of independent directors at each regularly scheduled board meeting .
- Board leadership: independent Chair (Gregory R. Page); Lead Independent Director designation not needed as Chair is independent .
- Mandatory retirement: Johanns expected to retire at the 2026 Annual Meeting (age-based policy) .
Fixed Compensation
- Structure: Non-employee director compensation targets peer group median; 2024 cash retainer $130,000; equity retainer $170,000; chair fees: Audit $35,000, others $25,000; Board Chair additional cash $80,000 and equity $120,000; retainers issued as RSUs vesting on first anniversary .
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $130,000 | Non-employee director cash retainer |
| Annual Equity Retainer (RSUs) | $170,252 | Grant-value at $54.92/share; 3,100 RSUs granted Apr 26, 2024; vests in full on first anniversary |
| Other Compensation | $300 | Accidental death/disability insurance premium |
| Total 2024 Compensation | $300,552 | Sum of cash, equity grant-value, other |
Performance Compensation
- Non-employee directors receive time-vested RSUs; no performance-conditioned metrics or options for directors disclosed. 2024 grant details below .
| Grant Date | Instrument | Shares/Units | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Apr 26, 2024 | RSUs | 3,100 | $170,252 (at $54.92/share) | Cliff vest on first anniversary of grant |
Other Directorships & Interlocks
| Company | Role | Overlap with Corteva Directors | Potential Interlock Implication |
|---|---|---|---|
| Deere & Company | Director | Gregory R. Page also serves as director (since 2013) | Information flow benefits; monitor for influence and conflict given agriculture adjacency |
- Outside directorship limits: Corteva policy caps at 4 boards for non-executive directors; Johanns’ current public board service (Corteva + Deere) is within limits .
Expertise & Qualifications
- Government/regulatory oversight, agriculture policy, commerce, banking, foreign trade; provides public policy perspective valuable for ERM and governance .
- Committee alignment: Governance & Compliance oversight of ethics/ERM/political engagement; Audit exposure to reporting and cybersecurity risk .
- Not designated an audit committee financial expert (others are Page, Ward, Grimes) .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold equity equal to 5x annual cash retainer within 5 years; must hold all equity compensation until guideline met; as of Dec 31, 2024, non-employee directors were in compliance or anticipated to meet guidelines within timeframe .
- Hedging/pledging prohibited for directors; anti-hedging policy in insider trading code .
| Measure | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 5,203 | Direct/indirect beneficial ownership |
| Rights to Acquire (through May 4, 2025) | 0 | Options/RSU vesting deliverables within window |
| Ownership % of Outstanding | <1% | As disclosed in beneficial ownership table |
Governance Assessment
- Strengths:
- Independence affirmed; service on Governance & Compliance and Audit strengthens oversight of ethics, ERM, reporting, and cybersecurity .
- Deep agriculture/regulatory background aligns with Corteva’s risk profile and public policy engagement .
- Director compensation aligned to peer median; equity retainer supports ownership alignment; stock ownership guidelines and anti-hedging/pledging improve investor alignment .
- Board engagement with ~40% of outstanding shares and strong say-on-pay support (~95% in prior year) signals constructive investor relations .
- Watch items / potential red flags:
- Interlock at Deere where two Corteva directors (Johanns, Page) serve concurrently; monitor for conflicts in any Corteva–Deere dealings or perceived influence channels .
- Not designated “audit committee financial expert”; ensure robust committee composition continues to balance regulatory expertise with technical financial oversight .
- Mandatory retirement in 2026 reduces continuity; plan for governance refresh to retain public policy expertise on committees .
Related-party transactions: Corteva maintains formal review/approval policies for related person transactions (>$120,000), with independence and conflict checks; no specific related transactions for Johanns are disclosed in the sections reviewed .
Executive sessions and independent Chair structure enhance board effectiveness and risk oversight .