Edward Breen
Chair of the Board at DD
Board
About Edward D. Breen
Edward D. Breen, age 69, is Executive Chairman of DuPont de Nemours, Inc. and has served on the DuPont Board since June 2019 (previously director of EID from February 2015–September 2017 and DowDuPont from September 2017–June 2019). He served as DuPont CEO from February 17, 2020 to May 31, 2024 and transitioned to full-time Executive Chairman on June 1, 2019. He is not independent under NYSE and company guidelines and currently holds no committee assignments on the DuPont Board. He also serves as Lead Independent Director at Comcast Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont de Nemours, Inc. | Executive Chairman | June 1, 2019–present | Board determined optimal leadership structure; Mr. Breen retained as Executive Chairman following CEO succession to support continuity and strategic transformation oversight. |
| DuPont de Nemours, Inc. | Chief Executive Officer | Feb 17, 2020–May 31, 2024 | Led operational execution; oversaw portfolio actions and prepared Electronics separation plan. |
| DowDuPont Inc. | Chief Executive Officer | Sep 1, 2017–May 31, 2019 | Led the post-merger portfolio separations (Dow and Corteva) and strategic transformation. |
| E. I. du Pont de Nemours and Company (EID) | Chairman (Interim then permanent) & CEO | Named interim Oct 16, 2015; permanent Nov 9, 2015 | Led during pre-DowDuPont merger period; governance and strategic direction. |
| Tyco International, plc | Chairman; Chief Executive Officer | Chair: Jul 2002–Mar 2016; CEO: Jul 2002–Sep 2012 | Led turnaround and portfolio management at a global industrial/security company. |
| Motorola | President | Prior to Tyco | Senior operating leadership; industrial technology experience. |
| General Instrument Corporation | Chairman, President & CEO | Prior to Motorola | Led a technology manufacturing firm; board and CEO experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | Director; Lead Independent Director | Director since 2014 (and 2005–2011) | Lead independent director role; governance leadership at a major public company. |
| New Mountain Capital LLC | Advisory Board Member | Current | Private equity advisory role; potential network and deal flow exposure. |
| Corteva, Inc. | Director | Jun 2019–Apr 2020 | Post-spin governance; brief tenure. |
| International Flavors & Fragrances Inc. (IFF) | Director | Feb 2021–May 2023 | Oversight at a portfolio-linked peer; ended 2023. |
Board Governance
- Independence: The Board determined all nominees are independent except Mr. Breen (Executive Chairman) and Ms. Koch (CEO). All standing committees are comprised solely of independent directors.
- Committee assignments: None for Mr. Breen.
- Board leadership: DuPont separates roles when appropriate; currently Mr. Breen is Executive Chairman. Lead Director Alexander M. Cutler (independent) holds robust responsibilities including presiding executive sessions, agenda/schedule approval, and investor liaison.
- Attendance and engagement: In 2024, the Board met 12 times and committees met 24 times; all incumbent directors attended >75% of combined Board and committee meetings. There were nine Board executive sessions chaired by the Lead Director.
- Director retirement policy: Directors generally not nominated after age 75 unless extended in stockholders’ best interests.
- Related party transactions oversight: Nomination & Governance Committee reviews related-person transactions >$120,000; approvals only if in stockholders’ best interests.
- Stockholder rights: Proxy access (3% for 3 years; up to 20% of Board), special meeting rights, no supermajority provisions.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary ($) | 1,000,000 | As Executive Chairman; unchanged during period serving as CEO earlier in 2024. |
| STIP Target (%) | 150% | Applies to year-end base salary; Corporate-aligned formula. |
| STIP Target ($) | 1,500,000 | Based on 150% of salary. |
| STIP Payout Factor (%) | 111.9% | Corporate-aligned final factor after sustainability modifier and reallocation. |
| STIP Paid ($) | 1,678,500 | Applied to target payout; individual performance factor 100%. |
| Perquisites ($) | 171,193 | Personal aircraft use ($171,079) and executive protection ground transportation; no tax gross-ups. |
| Company DC Contributions ($) | 150,750 | Qualified and non-qualified plans contributions. |
| All Other Compensation ($) | 321,943 | Sum of perquisites and company contributions for 2024. |
Performance Compensation
| Element | 2024 Grant/Outcome | Design / Metrics |
|---|---|---|
| Long-Term Incentive Target ($) | 12,500,000 | Granted in Feb 2024 while serving as CEO; reduced to $5,000,000 for Feb 2025 in Executive Chairman role. |
| RSU Grant Value ($) | 5,000,000 | RSUs vest in equal thirds over 3 years. |
| PSU Grant Value ($) | 7,500,000 | PSU metrics: Adjusted ROIC (50%) and Adjusted Corporate Net Income (50%); Relative TSR modifier ±25% vs S&P 500; 3-year period. |
| 2022 PSU Payout (%) | 84.67% | 3-year performance (2022–2024) with ROIC, Net Income, TSR modifier. |
| 2022 PSUs Earned (#) | 89,865 | From 99,934 target PSUs. |
Performance Metric Detail (STIP and PSU):
| Program | Metric | Weight | Threshold/Target/Max | Period / Result |
|---|---|---|---|---|
| STIP | Corporate Adjusted EPS | 50% | Threshold 85% of target; Max 115% of target | Quarterly measurement; corporate aligned final factor 111.9% |
| STIP | Segment Organic Revenue | 20% | Threshold 90%; Max 110% | Quarterly; segment averages underpin Corporate Aligned |
| STIP | Segment Operating EBITDA | 15% | Threshold 80%; Max 115% | Quarterly; segment averages underpin Corporate Aligned |
| STIP | Segment Adjusted Free Cash Flow | 15% | Threshold 80%; Max 120% | Quarterly; segment averages underpin Corporate Aligned |
| STIP | Sustainability Modifier | ±10% | Applied +4% based on “Innovate Now” and “Protect Now” achievements | Applied before reallocation; then -4% reallocation to fund top performers |
| PSU (2024–2026) | Adjusted ROIC | 50% | Average over period (0–200% payout range) | 3-year performance; targets set annually |
| PSU (2024–2026) | Adjusted Corporate Net Income | 50% | Three discrete annual periods with pre-set growth rate | 2024–2026; point-to-point annuals |
| PSU (2024–2026) | Relative TSR | Modifier | 0.75 (<25th percentile), 1.00 (25–75th), 1.25 (>75th) vs S&P 500 | Applied to PSU payout; max capped at 200% |
Equity Award and Option Details:
- Outstanding RSUs (12/31/2024): 71,321 units (market value $5,438,193).
- Outstanding PSUs at target (12/31/2024): 109,570 units (market value $8,354,713).
- Selected Stock Options outstanding (DuPont):
- 273,825 options @ $103.76 expiring 02/14/2028 (exercisable).
- 226,245 options @ $53.50 expiring 08/02/2030 (exercisable).
- 130,024 options @ $72.98 expiring 03/01/2031 (exercisable).
- 95,730 options exercisable and 47,866 unexercisable @ $75.05 expiring 02/22/2032.
- Vesting: RSUs vest in equal thirds over 3 years; PSUs vest based on performance at end of 3-year period; options vest in equal thirds over 3 years.
Other Directorships & Interlocks
| Company | Role | Start–End | Potential Interlock / Exposure |
|---|---|---|---|
| Comcast Corporation | Director; Lead Independent Director | 2014–present (also 2005–2011) | No material related party transactions disclosed; Board policy reviews transactions and found amounts immaterial in routine purchases/sales. |
| New Mountain Capital LLC | Advisory Board Member | Current | PE advisory role; no disclosed related-party transactions with DuPont. |
| Corteva, Inc. | Director | Jun 2019–Apr 2020 | Former affiliate post spin; no ongoing director role. |
| IFF | Director | Feb 2021–May 2023 | Prior role; no current interlock. |
Expertise & Qualifications
- Proven CEO and chair experience across global industrials and technology (Tyco, General Instrument, Motorola); strong strategic transformation and M&A execution credentials cited by DuPont Board.
- Governance leadership as Executive Chairman at DuPont and Lead Independent Director at Comcast, bringing board oversight depth.
- Finance, operations, and risk oversight experience valued by the Board for consideration and evaluation of strategy and risk management.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Current Shares Beneficially Owned | 436,575 | Includes family/immediate household holdings; disclaimed where applicable. |
| Rights to Acquire (through 5/13/2025) | 950,921 | Options/awards exercisable/vestable within window. |
| Total Beneficial Ownership | 1,387,496; <1% of outstanding | Based on 418,495,029 shares outstanding (3/14/2025). |
| Ownership Guidelines (Executive Chairman) | Required 6x salary; Actual 18.2x | Measured including unvested RSUs and stock units; excludes options/PSUs. |
| Anti-Hedging/Pledging | Prohibited for directors and officers | Aligns with shareholder interests; no pledging allowed. |
| GRATs | Includes shares held by GRATs where Mr. Breen can designate successor trustee | Disclosure note. |
Employment & Contracts
- Employment letter dated February 6, 2023 effective January 1, 2024; at-will employment; participation in Senior Executive Severance Plan (SESP) without entitlement to cash severance payments; eligible for retirement vesting and deemed to satisfy minimum service requirements (≥6 months post-grant) for equity awards upon termination other than for cause.
- SESP structure: Double-trigger change-in-control benefits (CoC must occur and termination within 24 months) with non-compete and non-solicitation covenants (12 months), release requirement, and continued benefits; executives other than Mr. Breen eligible for cash severance (multiples vary).
- Involuntary termination or CoC values (12/31/2024):
- LTI acceleration: $18,025,871 (involuntary termination); $28,044,893 (CoC).
- Health & welfare: $57,018 (both scenarios).
- Outplacement/financial planning: $29,900 (both scenarios).
- Cash severance: Not entitled for Mr. Breen under SESP.
Director Compensation (Context)
- Non-employee director fees (cash retainer $130,000; equity retainer $170,000; chair fees up to $35,000; Lead Director $50,000) apply to independent directors and not to Mr. Breen (employee).
- Non-employee directors received 2,109 RSUs on June 2024; must hold shares until retirement; deferred compensation options available.
Compensation Committee Analysis
- People & Compensation Committee members (2024): Frederick M. Lowery (Chair), Alexander M. Cutler, Kristina M. Johnson, James A. Lico, Raymond J. Milchovich (deceased), Deanna M. Mulligan; all independent. No interlocks or insider participation with DuPont executives.
- Independent compensation consultant: FW Cook advises on peer group, market practices, and program design; determined independent with no conflicts; reports directly to the Committee.
- Peer group for benchmarking includes multi-industrial and technology firms (e.g., 3M, Emerson, Honeywell, TE Connectivity, Fortive, Xylem).
- Governance practices: No excise tax gross-ups; no single-trigger CoC; robust clawback covering cash and equity; prohibition on hedging/pledging; strong stock ownership requirements (CEO 6x, others 3x).
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: approximately 82.6% in favor; Committee considered feedback and affirmed pay-for-performance alignment.
- Ongoing investor engagement across strategy, governance, and compensation; Board incorporates feedback into program design.
Governance Assessment
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Strengths:
- Proven operator with deep transformation and portfolio experience; Board cites benefit from his leadership and experience.
- Strong alignment mechanisms: majority performance-based LTI (PSUs 60%/RSUs 40%); robust clawback; anti-hedging/pledging; high ownership multiple (18.2x vs 6x guideline).
- SESP structured with double-trigger CoC and post-termination covenants; no excise tax gross-ups.
- Attendance and engagement robust (>75% threshold met by all incumbents; regular executive sessions).
-
RED FLAGS:
- Non-independent Board Chair (Executive Chairman), which can dilute independent oversight unless mitigated; DuPont uses an empowered Lead Director model.
- Significant potential LTI acceleration in termination/CoC scenarios ($18.0M/$28.0M), which may be viewed as generous even without cash severance.
- Personal aircraft use ($171,079) as a perquisite; while capped and without tax gross-up, such benefits can attract scrutiny.
-
Net: While the non-independent chair structure and sizeable equity acceleration are noteworthy, the presence of a strong Lead Director, stringent ownership/clawback policies, and a clearly performance-weighted program support investor confidence in governance and pay alignment.
Note: No material related-party transactions involving Mr. Breen were disclosed; the Nomination & Governance Committee reviewed routine transactions with companies linked to directors/executives and found amounts immaterial and in the ordinary course.