Robert D. King

About Robert D. King

Executive Vice President, Crop Protection Business Unit at Corteva (CTVA). King joined Corteva in 2022 (salary was prorated and he received a sign‑on bonus on joining), and is the only NEO subject to the Crop Protection BU incentive plan . His 2024 annual incentive was driven 50% by enterprise results and 50% by BU metrics (Operating EBITDA, EBITDA margin, Working Capital % of Revenue), producing a 58.8% of target payout for Crop Protection in 2024 vs. 43.6% in 2023, signaling better but still sub‑target BU execution . Company-level 2024 performance included Operating EBITDA of $3,376mm (20.0% margin) and Free Cash Flow of $1,699mm; 2024 total shareholder return translated to $205 on a $100 initial investment (peer group: $146) .

Past Roles

External Roles

• Not disclosed in the latest proxy statement for NEOs .

Fixed Compensation

Performance Compensation

• Annual PRP payout summary | Item | 2023 | 2024 | |---|---:|---:| | Crop Protection BU PRP Payout (% of Target) | 43.6% | 58.8% |

• 2024 Enterprise PRP metrics (all NEOs baseline) | Enterprise Metric | Threshold | Target | Maximum | Actual | Weight | Payout Contribution | |---|---|---|---|---|---:|---:| | 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 Factor | | | | | | 79.6% |

• 2024 Crop Protection BU PRP details (applies to King) | Metric | Threshold | Target | Maximum | Actual | Weight | Payout Contribution | |---|---|---|---|---|---:|---:| | Enterprise Payout Factor | — | — | — | 79.6% | 50% | 39.8% | | BU Operating EBITDA ($mm) | 1,350 | 1,500 | 1,650 | 1,272 | 25% | 0.0% | | BU Operating EBITDA Margin (%) | 17.3 | 19.2 | 21.1 | 17.3 | 12.5% | 6.3% | | Working Capital as % of Revenue (%) | 51.4 | 42.8 | 34.2 | 42.7 | 12.5% | 12.7% | | Total CP BU Factor | | | | | | 58.8% |

• Individual 2024 PRP payout for King | Year-End Base Salary ($) | PRP Target (%) | PRP Target ($) | Company Component | Sustainability Modifier | Total PRP Payment (%) | PRP Payout ($) | |---:|---:|---:|---:|---:|---:|---:| | 675,000 | 100% | 675,000 | 58.8% | 100% | 58.8% | 396,900 |

• Long-term incentives (2024 grant; mix 60% PSUs / 20% options / 20% RSUs; PSUs measured on RONA and Operating EPS Growth over 2024–2026; options/RSUs vest in equal thirds over 3 years) . | Component | Shares/Units | Grant Specs | Grant Date FV ($) | |---|---:|---|---:| | PSUs (target) | 17,661 | 3-year performance (RONA, Operating EPS Growth; 0–200% payout) | 960,052 | | RSUs | 5,887 | Vest 1/3 annually over 3 years | 320,017 | | Stock Options | 17,013 | Exercise $54.36; 10-year term; vest 1/3 annually; exp. 2/20/2034 | 320,015 | | Total 2024 LTI Value | | | 1,600,084 |

• 2023 LTI (for comparison): total $1,500,000 (PSUs $900,000; RSUs $300,000; options $300,000); CP BU PRP payout was 43.6% .

• 2024 vesting/realization: King had 34,948 stock awards vest with value realized $2,083,608; he did not exercise options in 2024 .

Equity Ownership & Alignment

• Beneficial ownership (as of March 5, 2025): 39,032 shares currently owned; rights to acquire 51,417; total 90,449; <1% of outstanding shares .
• Outstanding equity awards (12/31/2024 snapshot):
  • Options: 9,973 exercisable / 4,987 unexercisable (4/4/2022 grant, $58.67); 4,668 exercisable / 9,338 unexercisable (2/28/2023, $62.29); 17,013 unexercisable (2/20/2024, $54.36); options vest 1/3 per year .
  • RSUs unvested: 21,450 (2022 grant), 3,289 (2023), 5,957 (2024); PSUs target outstanding: 14,449 (2023), 17,661 (2024) .
• Stock ownership guidelines: EVPs required to hold 4x salary with 75% net-share retention until met; King has met his ownership guideline .
• Hedging/pledging: Executives and directors are prohibited from hedging or pledging Corteva securities; no margin accounts permitted .
• Deferred compensation: In 2024, King deferred $36,521; company contributed $36,521; year-end aggregate balance $320,558 .

Employment Terms

• Change-in-control plan: double-trigger (CIC plus qualifying termination within 2 years); plan includes one‑year non‑compete and non‑solicit, plus release requirements; CEO multiple is 2.99x; plan applies to all NEOs (no single‑trigger vesting) .
• Estimated benefits as of 12/31/2024:
  • Termination without cause/for good reason 24 months following a CIC: severance $2,700,000; LTI acceleration/vesting $3,621,638; health & welfare $32,954; outplacement/financial planning $9,900 .
  • Other termination without cause/for good reason: severance $2,025,000; LTI acceleration/vesting $2,327,276; health & welfare $21,469; outplacement/financial planning $9,900 .
  • Death or disability: LTI acceleration/vesting $2,676,653 .

Compensation Structure and Governance Notes

• 2024 base salary increased 3.8% to $675,000; PRP target remained 100% of salary; 2024 PRP paid $396,900 on a 58.8% CP BU factor vs. 2023’s 43.6% .
• 2024 enterprise PRP replaced Working Capital Turns with Free Cash Flow to enhance cash discipline and peer comparability; BU program added Working Capital as % of Revenue for CP (12.5% weight) .
• Clawback policy compliant with NYSE/SEC Rule 10D-1; applies to cash and equity; mandatory recovery on restatements; discretionary recovery for misconduct; 10 business days to repay upon demand .
• Say-on-pay support: ~95% approval in 2024, indicating strong investor support for compensation design .
• Peer group for benchmarking includes diversified industrial/chemicals and ag peers (e.g., ADM, DuPont, FMC, Deere, Zoetis, Sherwin‑Williams, Celanese, Ecolab, PPG, IFF, etc.) with target pay at median .

Investment Implications

• Pay-for-performance alignment: King’s annual bonus is tightly linked to CP BU results; two consecutive years below-target BU payouts (43.6% in 2023, 58.8% in 2024) indicate incentive pressure to improve BU EBITDA/margins and working capital efficiency .
• Selling pressure: 2024 equity vesting of 34,948 shares ($2.08m value) indicates ongoing supply from scheduled vesting, though hedging/pledging prohibitions and retention requirements mitigate misalignment; options remain largely unexercised and at moderate strikes ($54–$62) .
• Retention risk: Significant unvested equity and CIC/other severance values (up to ~$3.62m LTI acceleration on CIC + $2.7m severance) reduce near-term departure risk, supporting leadership continuity in CP execution .
• Governance risk: No single-trigger CIC, robust clawback, and anti‑hedging/pledging policies lower governance red flags; strong say‑on‑pay outcomes (95%) suggest limited shareholder pushback on incentives .