Erik Hoover
Senior Vice President and General Counsel at DD
Executive
About Erik Hoover
Erik T. Hoover is Senior Vice President and General Counsel of DuPont de Nemours, Inc. (DD) and has served in this role since June 2019; he is 51 years old, holds a B.S. in accounting from Lehigh University and a J.D. from Rutgers School of Law at Camden . Company performance in 2024 included net sales of $12.4B, GAAP income from continuing operations of $778M, operating EBITDA of $3.14B, GAAP EPS of $1.77, and adjusted EPS of $4.07, which frame the backdrop for executive incentives and pay-for-performance alignment . The 2022 PSU program, measured over a three-year period ending Dec 31, 2024, paid out at 84.67%, with relative TSR at the 43.3rd percentile versus the S&P 500, underscoring how long-term equity aligns to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DowDuPont Specialty Products Division | General Counsel | Not disclosed | Oversaw all legal matters for the division |
| DowDuPont | Assistant Corporate Secretary | 2017–2019 | Corporate governance responsibilities at parent company |
| E. I. du Pont de Nemours (EID) | Chief Compliance Officer | 2017–2019 | Led compliance oversight at EID |
| E. I. du Pont de Nemours (EID) | Secretary & Associate General Counsel | Prior to 2017 | Senior legal roles at EID |
| Blank Rome LLP | Associate | Prior to EID | Early legal career at a law firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board or public roles disclosed for Hoover in the proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $616,667 | $625,000 | $625,000 |
Performance Compensation
Short-Term Incentive Program (STIP)
| Item | 2024 |
|---|---|
| STIP Target Percent | 100% |
| Corporate-Aligned Final Payout Factor | 111.9% |
| Individual Performance Factor | 115% (recognizing liability management support and progress on intended Electronics separation) |
| STIP Target Amount ($) | $625,000 |
| Total STIP Payout Amount ($) | $804,281 |
| STIP Design Metrics | Corporate Adjusted EPS (50%), Segment Organic Revenue (20%), Segment Operating EBITDA (15%), Segment Adjusted Free Cash Flow (15%); plus sustainability modifier and 4% reallocation |
Corporate Adjusted EPS targets and actuals (illustrative of payout mechanics):
| Metric | Q1 Target | Q1 Actual | Q2 Target | Q2 Actual | Q3 Target | Q3 Actual | Q4 Target | Q4 Actual |
|---|---|---|---|---|---|---|---|---|
| Corporate Adjusted EPS ($) | 0.91 | 0.80 | 0.88 | 1.01 | 1.08 | 1.11 | 1.19 | 1.08 |
Long-Term Incentives (LTI)
| Award | Grant Date | Units/Value | Vesting/Performance |
|---|---|---|---|
| RSU | 2/15/2024 | 8,766 RSUs; $600,033 grant date fair value | Three-year incremental vesting |
| PSU (2024 cycle) | 2/15/2024 | 13,149 target PSUs; $921,613 fair value (Monte Carlo) | Adjusted ROIC (50%) and Adjusted Corporate Net Income (50%) over 3 years; Relative TSR modifier vs S&P 500 (±25%), cap 200% |
| PSU (2022 cycle) | Target granted 11,993; paid 10,154 (84.67%) | 2012–2024 performance period ended 12/31/2024; Relative TSR 43.3 percentile → 1.00x modifier |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Current Shares Beneficially Owned | 53,016 |
| Rights to Acquire (e.g., options, awards within 60 days) | 125,548 |
| Total Beneficial Ownership | 178,564 |
| Ownership as % of Shares Outstanding | <1% |
| RSUs Not Vested (count, MV) | 8,936; $681,388 MV (DD $76.25 at 12/31/2024) |
| PSUs Unearned (target count, payout value) | 13,149; $1,002,611 payout value (DD $76.25 at 12/31/2024) |
| Legacy Options Outstanding | Multiple grants (e.g., 2016–2022 DD, plus CTVA and DOW legacy spins) with standard vesting; exercisable/unexercisable detailed in table |
| Value Realized on 2024 Stock Vesting | $1,270,626 |
| Stock Ownership Guidelines | CEO 6x salary; other executive officers 3x salary; retention requirement 75% of net shares until guideline met |
| Anti-Hedging/Anti-Pledging | Directors and officers prohibited from hedging or pledging company securities |
| Clawback Policy | Robust recoupment covering cash and equity; updated for NYSE/SEC rules and broader misconduct |
| Non-Qualified Deferred Compensation (2024) | Executive contribution $33,675; Company contribution $50,513; earnings $89,907; year-end balance $987,408 |
Employment Terms
| Provision | Details |
|---|---|
| Role start date | Senior Vice President & General Counsel since June 2019 |
| Severance (involuntary, without cause) | Lump sum cash equal to 1.5x base + target bonus; plus annual bonus for year of termination (greater of actual or target); continued health/dental, financial counseling/tax prep, outplacement for 1.5 years; release and covenants required |
| Change-in-control (double trigger) | Termination within two years post-CIC required; 2.0x base + target bonus; plus annual bonus for year of termination; continued benefits for two years; release and covenants required |
| Non-compete / Non-solicit | 12-month non-compete and non-solicit in severance plan |
| Clawback | Company can recoup incentive compensation in cases of misconduct and restatements per policy |
Detailed estimated values as of Dec 31, 2024:
| Benefit Type | Involuntary (No Cause) | Change-in-Control (Double Trigger) |
|---|---|---|
| Severance ($) | $2,500,000 | $3,125,000 |
| LTI Acceleration ($) | $1,743,715 | $3,419,327 |
| Health & Welfare ($) | $38,340 | $51,120 |
| Outplacement & Financial Planning ($) | $23,071 | $23,071 |
LTI award treatment upon retirement/termination:
- RSUs: prior to 2024 grants vest on original schedule; 2024 RSUs vest pro-rata upon certain separations; special one-time RSUs forfeited .
- PSUs: remain subject to original performance period, pro-rated for months of service; options continue or accelerate consistent with age/service and termination type; post-2021 option expirations have shorter post-termination windows than legacy grants .
Investment Implications
- Pay-for-performance alignment: Hoover’s 2024 STIP was formulaic and driven by objective metrics, with a 111.9% corporate-aligned payout and a 115% individual modifier for material contributions to liability management and the intended Electronics separation; LTI remains majority performance-based via PSUs tied to Adjusted ROIC, Adjusted Corporate Net Income, and relative TSR .
- Retention and selling pressure: Meaningful unvested RSUs ($681K MV) and PSUs ($1.00M payout value) plus LTI acceleration potential under CIC ($3.42M) and no-cause ($1.74M) suggest retention incentives are strong; 2024 vesting delivered $1.27M value, but anti-hedging/anti-pledging policies reduce misalignment risks .
- Ownership alignment: Beneficial ownership of 178,564 shares with <1% of outstanding stock, adherence to strict stock ownership guidelines (3x salary for executives) with required retention of 75% of net shares until compliant, and a robust clawback mitigate governance risk .
- Contract economics and risk: Double-trigger CIC with 2.0x cash multiple and a 12-month non-compete/non-solicit, plus defined LTI treatment across termination scenarios, provide clarity on potential payouts and reduce opportunistic departure risk; absence of excise tax gross-ups and prohibition on single-trigger CIC are shareholder-friendly .