Nayaki R. Nayyar
CortevaAbout Nayaki R. Nayyar
Independent director since February 2020; age 54. Technology-focused executive with deep expertise in information technology, cybersecurity, artificial intelligence, and digital platforms, currently CEO of Siteimprove A/S (appointed March 2025). Prior roles include CEO of Securonix, President/Chief Product Officer at Ivanti, leadership at BMC Software and SAP, and CTO roles at Valero; brings large-scale transformation and product leadership experience relevant to Corteva’s cyber risk and digital strategy oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Securonix, Inc. | Chief Executive Officer | Dec 2022 – Jul 2024 | Led security intelligence operations; relevant to Audit Committee cyber risk oversight |
| Ivanti, Inc. | President & Chief Product Officer; EVP & Chief Product Officer | Jul 2020 – Oct 2022 | Drove IT asset/cybersecurity product strategy and transitions |
| BMC Software, Inc. | President, Digital Service Management | Oct 2016 – Jun 2020 | Led digital services management; enterprise software operations |
| SAP SE | GM & Global Head, IoT; SVP Corporate Strategy; SVP SAP Cloud, Customer Engagement | 2011 – Oct 2016 | IoT platform leadership; corporate strategy; cloud/customer engagement |
| Valero Energy Corporation | VP & CTO, Enterprise Architecture & Application Services | Aug 2000 – Feb 2011 | Enterprise IT architecture leadership |
External Roles
| Organization | Role | Tenure | Public Company | Notes |
|---|---|---|---|---|
| Siteimprove A/S | Chief Executive Officer, Director | Mar 2025 – Present | No | AI-powered SaaS platform leadership |
| TD SYNNEX Corporation | Director | Sep 2021 – Present | Yes | Technology distribution; no disclosed Corteva interlocks |
| Veritone, Inc. | Director | Oct 2018 – Dec 2022 | Yes | Prior AI software board role |
Board Governance
- Committee assignments: Audit Committee member; Governance & Compliance Committee member .
- Independence: Board determined all nominees except CEO Charles Magro are independent; committees composed entirely of independent directors .
- Attendance and engagement: Board met 8 times in 2024; committees met Audit (10), Governance & Compliance (5); all directors attended >75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions with each Board meeting; chaired by independent Board Chair .
- Stockholder votes 2025 (signal of governance support): Nayyar re-elected with 537,820,670 FOR; 13,828,369 AGAINST; 1,498,397 ABSTAIN; 55,142,670 broker non-votes. Say-on-pay approved (488,400,627 FOR; 62,848,809 AGAINST; 1,898,000 ABSTAIN) . Prior proxy notes ~95% say-on-pay support in 2024 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $130,000 | Standard non-employee director cash retainer |
| Equity Retainer (RSUs) | $170,252 | Annual RSUs; grant-date fair value $54.92 per share; RSUs vest on first anniversary of grant date |
| Other Compensation | $300 | Insurance premium (accidental death & disability) |
| Total | $300,552 | Sum of cash, equity, other |
| 2024 RSU Grant | 3,100 RSUs | Granted April 26, 2024; vests in full April 26, 2025 |
Performance Compensation
| Performance-Linked Director Pay | Status | Notes |
|---|---|---|
| Performance-based equity or cash for directors | None disclosed | Corteva targets median peer director pay; annual director equity is time-based RSUs, not performance-based |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| TD SYNNEX | Low | Technology distributor; no disclosed supplier/customer relationship with Corteva; no shared Corteva director disclosed . |
| Veritone (prior) | Low | Prior role; no current interlock . |
Expertise & Qualifications
- Technology and cybersecurity oversight: Direct experience leading cybersecurity and AI/ML product organizations; aligns with Audit Committee remit to review cybersecurity risks several times a year .
- Digital transformation leadership: Track record managing complex global product portfolios and transitions (SAP, BMC, Ivanti) .
- Public company board experience: Ongoing service at TD SYNNEX; prior board service at Veritone .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (through May 4, 2025) | Percent of Shares Outstanding |
|---|---|---|---|
| Nayaki R. Nayyar | 0 | 0 | <1% (*) |
- Director stock ownership guidelines: Non-employee directors must own 5x annual cash retainer within 5 years of appointment; must hold all equity compensation until guideline met. As of Dec 31, 2024, non-employee directors were in compliance or expected to reach within timeframe .
Governance Assessment
- Strengths: Independent director on Audit and Governance & Compliance—strong alignment with risk oversight, ethics/compliance, and cyber risk review; committees fully independent; Board maintains robust evaluation and refresh processes; independent chair; clawback policy and prohibitions on hedging/pledging reinforce investor alignment .
- Ownership alignment: Beneficial ownership table shows 0 shares and rights to acquire for Nayyar as of the record date; however, RSU grants are awarded annually (3,100 RSUs in 2024 with one-year vesting) and directors must hold equity until ownership guidelines are met, mitigating alignment concerns over time .
- Conflicts/related-party exposure: Corteva’s Related Person Transactions policy requires Governance & Compliance Committee approval/ratification; no specific related-party transactions involving Nayyar were identified in reviewed sections. Policy prohibits directors from participating in items where they are a related person .
- Shareholder support signals: Strong re-election vote totals and say-on-pay approval in 2025, plus ~95% say-on-pay support in 2024, indicate broad investor confidence in governance and compensation frameworks .
Board Governance (Supplementary Data)
| Item | Data |
|---|---|
| Board size (2025 nominees) | 12; 11 independent nominees |
| Committees & 2024 meetings | Audit (10); Governance & Compliance (5); People & Compensation (7); Sustainability & Innovation (5) |
| Executive sessions | Regularly with each Board meeting; chaired by independent Chair |
| Outside directorship limits | Executives of public companies: up to 2 boards; non-executives: up to 4 boards |
Director Election Vote (2025)
| Candidate | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Nayaki R. Nayyar | 537,820,670 | 13,828,369 | 1,498,397 | 55,142,670 |
Policies and Controls (Investor Alignment)
- Clawback: Mandatory recovery of excess incentive-based compensation in case of restatement; discretionary clawback for misconduct; 10-day repayment requirement after demand .
- Hedging/pledging: Prohibited for directors and executives; no margin accounts; strengthens alignment .
- Director pay benchmarking: Targets median of peer group used for executives; transparent structure with cash and RSU retainers .
- Audit Committee scope: Oversight of external reporting, internal controls, audit plan, auditor independence, complaint procedures, and cybersecurity risks .
- Governance & Compliance scope: Governance guidelines, director nominations, board/committee evaluations, ethics/compliance oversight, ERM oversight, public policy .
Overall, Nayyar’s technology/cybersecurity skillset is additive to Corteva’s current risk oversight needs, her committee placements are well-matched to that expertise, and there are no disclosed conflicts or related-party transactions. The absence of reported beneficial holdings as of the record date merits monitoring for ownership guideline progress, though annual RSU grants and mandatory holding requirements are designed to build alignment over time .