Patrick J. Ward
CortevaAbout Patrick J. Ward
Patrick J. Ward (age 61) is an independent director of Corteva, Inc., serving since June 2019. He is Chair of the Audit Committee and a member of the People & Compensation Committee, and the Board has designated him an “audit committee financial expert.” Ward is the retired Chief Financial Officer of Cummins Inc. (2008–2019). He currently serves on the board of Flex Ltd.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | Chief Financial Officer | May 2008–March 2019 | Senior finance leadership; complex financial reporting, capital markets, investor relations |
| Cummins Inc. | VP, Engine Business Controller; Executive Director, Power Generation Business Controller | Various (prior to CFO) | Global finance and controls experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex Ltd. | Director | Since January 2022 | Not disclosed in Corteva proxy |
| DowDuPont, Inc. | Director | September 2017–June 2019 | Predecessor board experience prior to Corteva separation |
Board Governance
- Independence: The Board determined all nominees except the CEO (Magro) are independent; Ward is independent. Independent directors meet in regularly scheduled executive sessions.
- Committee assignments:
- Audit Committee (Chair); designated audit committee financial expert.
- People & Compensation Committee (member).
- Audit Committee report: Ward signs the Audit Committee’s report recommending inclusion of audited financial statements in the 2024 Form 10-K, evidencing active oversight of external audit and controls.
- Meetings and attendance: In 2024 the Board met 8 times; Audit (10), People & Compensation (7), Governance & Compliance (5), Sustainability & Innovation (5). All directors attended >75% of aggregate Board and committee meetings and attended the 2024 Annual Meeting.
- Board leadership: Gregory R. Page serves as independent Chair; a Lead Director is not required under current structure.
- Related party oversight: Governance & Compliance Committee reviews/approves related-person transactions; the proxy does not disclose any related-person transactions involving Ward.
Fixed Compensation
| Metric (USD unless noted) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $165,000 | $165,000 |
| Stock Awards (grant-date fair value) | $170,300 | $170,252 |
| All Other Compensation | $300 | $300 |
| Total | $335,600 | $335,552 |
| RSUs Granted (#) | 2,770 (granted Apr 21, 2023; vest on 1st anniversary) | 3,100 (granted Apr 26, 2024; vest on 1st anniversary) |
| Director Cash Retainer | $130,000 (structure table) | $130,000 (structure table) |
| Audit Chair Fee (Cash) | $35,000 (structure table) | $35,000 (structure table) |
| Equity Retainer (policy value) | $170,000 (RSUs) | $170,000 (RSUs) |
Notes:
- Non-employee director compensation targets peer-group median; RSUs vest in full on the first anniversary of grant.
Performance Compensation
Directors do not receive performance-based annual bonuses or PSU awards; equity is granted as time-based RSUs.
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual Cash Retainer | Fixed cash | None (director pay not tied to financial/ESG metrics) |
| Committee Chair Fee (Audit) | Fixed cash | None |
| Equity Retainer (RSUs) | Time-based vesting (1 year) | None (RSUs vest with service; no PSUs/options disclosed for directors) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company board(s) | Flex Ltd. (director since Jan 2022) |
| Prior public company board(s) | DowDuPont, Inc. (Sep 2017–Jun 2019) |
| Compensation Committee interlocks | None; 2024 disclosure states no interlocks or insider participation among People & Compensation Committee members (Ward is a member). |
Expertise & Qualifications
- Financial reporting and public accounting oversight; capital markets and investor relations; designated audit committee financial expert.
- Senior global operating experience from Cummins CFO and prior controller roles.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 3,007 (as of record date March 5, 2025) |
| Rights to acquire (options/RSUs deliverable by May 4, 2025) | 0 |
| Ownership as % of outstanding | <1% |
| Director stock ownership guideline | 5x annual cash retainer within 5 years; must hold all equity compensation until guideline met. |
| Compliance status (directors overall) | As of Dec 31, 2024, non-employee directors were in compliance or anticipated to reach guideline within timeframe. |
| Anti-hedging/pledging | Hedging and pledging of Company securities prohibited for directors and executives. |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; active audit oversight (signed committee report); robust committee cadence; prohibition on hedging/pledging; majority-independent Board (11 of 12 nominees) with independent committees; structured director ownership guidelines; strong investor support on say-on-pay (≈95% approval in 2024; ≈94% in 2023).
- Alignment: Director pay is primarily equity plus fixed cash, with annual RSUs vesting in one year to promote ownership; overall director compensation set to peer median.
- Attendance and engagement: All directors exceeded 75% attendance thresholds and attended the annual meeting; independent directors hold executive sessions.
- Conflicts/Related-party exposure: No related-person transactions disclosed for Ward; Compensation Committee interlocks absent.
- Watch items: Beneficial ownership is modest in absolute share count; however, Corteva’s holding requirements and annual RSU grants support alignment over time.
RED FLAGS: None identified in proxy disclosures regarding related-party transactions, hedging/pledging, committee interlocks, or attendance.