Alexander Cutler
Lead Independent Director at DD
Board
About Alexander M. Cutler
Alexander M. Cutler (age 73) is DuPont’s independent Lead Director, serving on the Board since 2017, Chair of the Nomination & Governance Committee, and member of the People & Compensation Committee . He is the former Chairman and Chief Executive Officer of Eaton Corporation plc (2000–2016), with deep experience in global operations, finance, investor relations, marketing, and supply chain/logistics; he previously chaired The Business Roundtable’s Corporate Governance Committee . Cutler currently serves on KeyCorp’s board (since 2000) and as its Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation plc | Chairman & CEO | 2000–2016 | Led diversified industrial manufacturer; governance leadership via Business Roundtable |
| E.I. du Pont de Nemours and Company (EID) | Director | 2008–Sep 2017 | Board service during legacy DuPont period |
| DowDuPont | Director | Sep 2017–Jun 2019 | Served through merger integration period |
| DuPont de Nemours, Inc. | Director | Since Jun 2019 | Lead Director; governance chair |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| KeyCorp | Director; Lead Independent Director | 2000 | Financial services oversight; current Lead Independent Director role |
Board Governance
- Committee assignments and chair roles: Chair, Nomination & Governance Committee; Member, People & Compensation Committee; independent director status affirmed (all committees comprised of independent directors) .
- Lead Independent Director responsibilities: presides over executive sessions; liaison between independent directors and Executive Chairman; reviews/approves Board materials; participates in agenda/schedule setting; available to major stockholders; may call Board meetings; promotes strong Board culture .
- Attendance and engagement: In 2024, DuPont held 12 Board meetings and 24 Committee meetings; all incumbent directors attended more than 75% of combined Board and relevant Committee meetings; nine executive sessions were held, chaired by Lead Director .
- Independence: Board determined all directors except the Executive Chairman (Edward Breen) and CEO (Lori Koch) are independent; committee memberships are restricted to independent directors .
- Retirement policy: Directors generally not nominated after age 75 unless an extension is deemed in the Company’s best interests; Cutler is age 73 .
Fixed Compensation
2024 Non-Employee Director Fee Structure
| Compensation Element | Amount ($) | Notes |
|---|---|---|
| Cash Retainer | 130,000 | Paid quarterly |
| Equity Retainer | 170,000 | Annual grant; typically at annual meeting |
| Total Retainer | 300,000 | Cash + equity |
| Committee Chair Fee – Audit | 35,000 | Additional cash fee |
| Committee Chair Fee – People & Compensation | 25,000 | Additional cash fee |
| Committee Chair Fee – Other Committees | 20,000 | Additional cash fee |
| Lead Director Fee | 50,000 | Additional cash fee |
2024 Compensation – Alexander M. Cutler
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 200,000 | Includes Lead Director and chair fees |
| Stock Awards (Grant Date Fair Value) | 170,028 | RSUs granted Jun 5, 2024 valued at $80.62/share |
| All Other Compensation | 21,133 | Insurance premiums and charitable gift plan accruals |
| Total | 391,161 | Sum of the above |
- Deferred compensation: Non-employee directors may elect to defer all/part of cash fees into deferred cash or stock unit accounts; interest accrues on cash; dividend equivalents accrue on stock units; stock units held until retirement; directors generally required to hold Company-granted shares until retirement .
Performance Compensation
| Award Detail | Grant Date | Units | Fair Value/Share ($) | Total Fair Value ($) |
|---|---|---|---|---|
| Annual RSU grant to all non-employee directors | Jun 5, 2024 | 2,109 RSUs | 80.62 | 170,028 |
- No performance-conditioned metrics for director pay are disclosed; equity awards are RSUs held until retirement, and DuPont does not currently grant stock options as part of equity compensation (and has not since FY2022) .
Other Directorships & Interlocks
| Company | Relationship to DuPont | Director Role | Potential Interlock Risk |
|---|---|---|---|
| KeyCorp | Customer/Supplier/Competitor status not indicated | Board member; Lead Independent Director | Financial services board; no DuPont industry overlap disclosed |
Expertise & Qualifications
- Global business management, finance, investor relations, marketing, supply chain/logistics from CEO experience at Eaton .
- Corporate governance leadership; past Chair of Business Roundtable Corporate Governance Committee; current Lead Director at DuPont and KeyCorp .
- Brings government relations and board governance insights to DuPont .
Equity Ownership
| Ownership Metric | Value | As of | Notes |
|---|---|---|---|
| Current Shares Beneficially Owned | 3,137 | Mar 14, 2025 | Voting/investment power as defined in proxy |
| Rights to Acquire Beneficial Ownership of Shares | 65,839 | Through May 13, 2025 | Includes RSUs/stock units eligible within window |
| Total Beneficial Ownership | 68,976 | Mar 14, 2025 | Less than 1% of outstanding shares (*) |
| Outstanding Stock Awards | 24,497 | Dec 31, 2024 | Director stock awards outstanding |
- Ownership alignment: Directors are required to hold Company-granted shares until retirement; hedging and pledging of Company stock is prohibited .
Governance Assessment
- Board effectiveness: Cutler anchors independent oversight as Lead Director with robust responsibilities over executive sessions, information flow, agendas, and stockholder engagement; he chairs Nomination & Governance and sits on People & Compensation, both independent committees .
- Engagement signal: All incumbent directors exceeded the 75% attendance threshold across Board and relevant Committee meetings in 2024; nine executive sessions chaired by the Lead Director further support independent oversight .
- Compensation structure: Director pay targets peer median; mix balances cash and long-term equity held to retirement; deferral options enhance alignment; presence of independent compensation consultant FW Cook with no conflicts of interest .
- Alignment and risk controls: Strong governance practices include prohibition on hedging/pledging, annual Board and Committee self-evaluations, and majority voting with resignation policy for unelected directors .
- Watch items (not necessarily red flags): Age 73 vs retirement guideline at 75 suggests potential medium-term board refresh considerations; DuPont’s policy allows extension if in Company’s best interests .
RED FLAGS: None disclosed specific to Mr. Cutler in 2025 proxy (no related-person transactions noted in the sections reviewed); director compensation elements are standard, with equity held until retirement and no options/grant repricing indicated .