Samuel R. Eathington
CortevaAbout Samuel R. Eathington
Samuel R. Eathington, Ph.D., is Executive Vice President, Chief Technology & Digital Officer of Corteva (CTVA), leading global R&D across Seed and Crop Protection and companywide digital innovation; he joined Corteva in November 2020, served as SVP & CTO from January 2021 to April 2022, and was appointed EVP, CTDO effective April 2022 . He holds a B.S. in agronomy, M.S. in soybean breeding/genetics, and Ph.D. in quantitative genetics and maize breeding from the University of Illinois at Urbana-Champaign . Age disclosure: 54 (as reported in the company’s FY 2022 Form 10-K) . Company performance framing his incentive alignment: 2024 enterprise Operating EBITDA was $3,376mm vs $3,600mm target, Operating EBITDA margin was 20.0% vs 20.5% target, Free Cash Flow was $1,699mm vs $1,750mm target; Corteva delivered >$1.5bn to shareholders via dividends and repurchases and achieved ~$220mm productivity savings, with record seed EBITDA margins and portfolio mix improvement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Climate Corporation (Bayer Crop Science) | Chief Science Officer | Dec 2015 – Apr 2020 | Led digital agriculture science; advanced integration of data science into agronomic product development |
| Monsanto | VP, Global Plant Breeding; earlier roles in quantitative traits and molecular breeding | 19 years; VP role began Feb 2011 | Scaled global plant breeding, trait deployment; deepened quantitative genetics capability |
| Corteva Agriscience | SVP & Chief Technology Officer | Jan 2021 – Apr 2022 | Integrated R&D across seed/crop protection; prepared pipeline for long-term growth |
| Corteva Agriscience | EVP, Chief Technology & Digital Officer | Apr 2022 – present | Leads global R&D, seed and CP pipelines, sustainability innovation commitments, and digital initiatives |
External Roles
No public-company board roles or external directorships are disclosed for Dr. Eathington in Corteva’s filings and investor materials reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 645,962 | 675,962 |
| Year-end Base ($) used for PRP | 650,000 | 675,000 |
| Target PRP % of Salary | 100% | 100% |
| PRP Target ($) | 650,000 | 675,000 |
| Enterprise PRP Payout % | 72.7% | 79.6% |
| PRP Payout ($) | 472,550 | 537,300 |
| Stock Awards ($) | 1,120,099 | 1,200,051 |
| Option Awards ($) | 280,002 | 300,001 |
| All Other Compensation ($) | 171,551 | 141,404 |
| Total Compensation ($) | 2,690,163 | 2,854,718 |
Performance Compensation
Annual Incentive (PRP) Design and 2024 Outcomes (Enterprise plan; Eathington participates in enterprise PRP)
| Metric | Threshold | Target | Maximum | Actual | Weighting | Payout Factor (%) |
|---|---|---|---|---|---|---|
| Operating EBITDA ($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 ($mm) | 1,400 | 1,750 | 2,100 | 1,699 | 25% | 23.2 |
| Total Weighted Payout (%) | 79.6 |
Notes:
- Sustainability modifier: 0% adjustment in 2024 (no change) .
- Business unit PRPs exist for Seed and Crop Protection with additional BU metrics; Eathington is assessed under the enterprise PRP .
Long-Term Incentive (LTI) Program
- 2024 LTI mix: 60% PSUs; 20% stock options; 20% RSUs .
- PSU metrics and weighting: Operating EPS Growth (50%) and Return on Net Assets (RONA) (50%); 3-year performance period Jan 2024 – Dec 2026; payout range 0–200% .
| 2024 LTI Component | Value ($) | Metric / Terms | Vesting |
|---|---|---|---|
| PSUs | 900,039 | 50% Operating EPS Growth; 50% RONA (3-year, 2024–2026) | Cliff at end of 3-year period; shares earned per performance |
| Stock Options | 300,001 | 10-year term; grant price = closing price on grant date | Vest 1/3 each year over 3 years |
| RSUs | 300,013 | Align retention and shareholder value | Vest 1/3 each year over 3 years |
Equity Ownership & Alignment
Beneficial Ownership
| Item | Amount |
|---|---|
| Current Shares Beneficially Owned | 60,866 |
| Rights to Acquire (by May 4, 2025: options/RSUs/PSUs) | 57,538 |
| Total | 118,404 |
| Percent of Shares Outstanding | <1% |
| Shares Outstanding at Record Date (context) | 683,014,582 |
- Stock ownership guidelines: CEO 6x salary; EVPs 4x; SVPs 3x; 75% net shares retention until guideline met; PSUs and options excluded from ownership calculation; Eathington has met his ownership guideline .
- Hedging and pledging: Prohibited for executives and directors .
Outstanding Equity Awards at 12/31/2024
| Award Type | Grant Date | Status | Quantity | Price / Value | Expiration / Notes |
|---|---|---|---|---|---|
| Stock Options | 2/26/2021 | Exercisable | 24,829 | $45.15 | 2/26/2031 |
| Stock Options | 2/18/2022 | Exercisable | 12,452 | $50.70 | 2/18/2032 |
| Stock Options | 2/18/2022 | Unexercisable | 6,227 | $50.70 | 2/18/2032; vests in 1/3 tranches |
| Stock Options | 2/28/2023 | Exercisable | 4,357 | $62.29 | 2/28/2033 |
| Stock Options | 2/28/2023 | Unexercisable | 8,715 | $62.29 | 2/28/2033; vests in 1/3 tranches |
| Stock Options | 2/20/2024 | Unexercisable | 15,949 | $54.36 | 2/20/2034; vests in 1/3 tranches |
| RSUs | Various | Unvested | 1,768 (2022); 3,069 (2023); 5,585 (2024) | $100,694; $174,816; $318,105 (market values at $56.96) | RSUs vest in 1/3 yearly increments |
| PSUs (target) | 2023 grant | Target (unearned) | 13,486 | $768,163 (market payout value at $56.96) | Performance period to Dec 2025; 0–200% payout |
| PSUs (target) | 2024 grant | Target (unearned) | 16,557 | $943,087 (market payout value at $56.96) | Performance period to Dec 2026; 0–200% payout |
Note: Market values use 12/31/2024 close of $56.96 per share .
Employment Terms
- Change-in-Control and Executive Severance Plan: Double-trigger (change-in-control plus qualifying termination within two years) required; release of claims mandatory; includes one-year non-compete and non-solicit, non-disparagement, confidentiality; CEO severance payout factor is 2.99; NEOs (including Eathington) participate; multiples for non-CEO participants not detailed in cited excerpts .
- Clawback policy: Mandatory recovery for restatements or material error corrections under SEC Rule 10D-1/NYSE; excess incentive compensation must be repaid within 10 business days upon demand; discretionary misconduct clawback may apply (termination for cause; breach of non-compete/confidentiality; willful policy violation causing material harm) .
- Hedging/pledging prohibition; anti-repricing policy on options; no single-trigger CIC; no tax gross-ups on perquisites (except limited mobility benefits) .
Compensation Structure Analysis
- Mix emphasizes at-risk pay: LTI dominated by PSUs (60%) with multi-year Operating EPS and RONA targets; remaining in options/RSUs (20%/20%) aligning with shareholder value and retention; PRP uses enterprise Operating EBITDA (50%), EBITDA margin (25%), Free Cash Flow (25%) with 200% cap and sustainability modifier up to +/-10% (no adjustment in 2024) .
- Ownership alignment strong: EVP 4x salary guideline; Eathington is compliant; 75% net-share retention until guideline met; hedging/pledging prohibited .
- Shareholder support: 2024 say-on-pay approval ~95%, indicating strong investor endorsement of incentive design .
- Benchmarking: Peer group spans agricultural and chemicals leaders (e.g., Deere, ADM, FMC, DuPont, Nutrien, Zoetis), reviewed and reaffirmed in July 2024 for competitiveness .
Performance & Track Record
- R&D efficiency and scale: Management indicated R&D 8% of sales ($1.4bn for 2025), with AI and tooling driving higher output and rigorous annual project capital allocation reviews to stop or invest based on technical/business feasibility .
- Biologicals integration: Post-acquisitions (Stoller, Symborg), Corteva improved Utrisha N cost of goods, stability, deregulation coverage, and Brazil channel execution via Stoller; observed 4–6 bushel yield advantages in corn/soybeans in Brazil .
- Spinosyns franchise: Organic/synthetic insecticides (Qalcova, Jemvelva) serve ~130 countries and ~250 crops; >$1bn sales in 2023 with ongoing capacity expansion opportunities .
- Pipeline evolution: Trait programs like Conkesta progressed with licensing, germplasm transitions, and regulatory milestones; foundation for next-gen traits and herbicides in Brazil .
Compensation Peer Group (for benchmarking)
| Peer Companies |
|---|
| 3M; Air Products; Archer-Daniels Midland; Avery Dennison; Celanese; Deere & Company; DuPont; Eastman Chemical; Ecolab; FMC; Honeywell; IFF; Nutrien; PPG; Sherwin-Williams; Zoetis |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~95% of votes cast supported NEO compensation .
- Ongoing investor engagement on strategy, governance, compensation, sustainability; PRP includes a sustainability modifier to hold executives accountable .
Investment Implications
- Alignment and retention: Strong pay-for-performance design (enterprise EBITDA/margin/FCF metrics and multi-year EPS/RONA PSUs), ownership guideline compliance, clawbacks, and anti-hedging/pledging support high alignment and mitigate agency risk .
- Vesting and supply dynamics: RSUs and options vest in equal thirds, and PSUs cliff-vest at cycle end, creating scheduled equity delivery; as of 12/31/2024, unvested RSUs (5,585) and unexercisable options (15,949 @ $54.36) plus PSU targets (16,557 for 2024 cycle) represent manageable future supply; no pledging permitted, reducing forced-sale risk .
- Execution capability: Demonstrated R&D productivity focus, successful biologicals integration, and scaling of differentiated franchises (spinosyns) indicate strong operational leadership in innovation under Eathington, supportive of long-term value creation embedded in his PSU metrics .