James Lico
Director at DD
Board
About James A. Lico
James A. Lico (age 59) is Chief Executive Officer and President of Fortive Corporation and joined DuPont’s Board in 2024. He is an independent director and serves on DuPont’s People & Compensation Committee and Environment, Health, Safety & Sustainability (EHS&S) Committee. Lico’s background spans portfolio transformation, M&A, technology and manufacturing, including senior leadership at Danaher prior to leading Fortive since 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Executive Vice President (various leadership roles since 1996; EVP 2005–2016) | 1996–2016 | Led portfolio and M&A initiatives; operating leadership across functions |
| NetScout Systems, Inc. | Director | 2015–2018 | Board oversight, technology operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortive Corporation | Chief Executive Officer, President, Director | 2016–present | Global technology and manufacturing; capital allocation, portfolio transformation |
Board Governance
- Independence: The Board determined all nominees except the Executive Chairman and CEO are independent; Lico is independent .
- Committee assignments: People & Compensation; EHS&S (not a chair) .
- Attendance: In 2024, DuPont held 12 Board and 24 committee meetings; all incumbent directors attended >75% of combined meetings. All nominees attended the 2024 Annual Meeting .
- Executive sessions: Nine Board executive sessions in 2024, chaired by the Lead Director .
- Outside board limits: Directors who are executive officers may serve on up to three public company boards inclusive of employer board; others up to four—advance notice required .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees (retainer + pro-rated) | $63,587 | Pro-rated due to 2024 appointment; no chair or lead director fees apply |
| Equity awards (grant-date fair value) | $250,648 | Annual RSUs: $170,028 at $80.62/share (2,109 RSUs); Initial stock grant: $80,620 (1,000 shares), granted June 5, 2024; directors hold Company-granted shares until retirement |
| All other compensation | $200 | Insurance premiums/legacy charitable accruals |
| Total 2024 director compensation | $314,435 |
Program design (standard for non-employee directors):
- Annual cash retainer $130,000; equity retainer $170,000; chair fees: Audit $35,000, Compensation $25,000, other committees $20,000; Lead Director $50,000. Directors may defer cash into stock units; equity retention until retirement .
Performance Compensation
- Not applicable. DuPont does not structure director pay with performance-conditioned metrics; director equity is RSU/common stock with retention requirements until retirement .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Fortive Corporation | CEO, President, Director | Fortive is included in DuPont’s executive compensation peer group; Lico serves on DuPont’s People & Compensation Committee, which may present perceived benchmarking sensitivity. DuPont discloses no formal committee interlock conflicts and states no reciprocal interlocks with Company executives . |
- Related party transactions policy: Nomination & Governance Committee reviews related-person transactions; amounts with director-affiliated companies were immaterial (each < $1,000,000 or <2% of purchaser/seller revenues), ordinary course, and approved as in stockholders’ best interests .
Expertise & Qualifications
- Strategic and operating leadership in multi-industrial technology/manufacturing; portfolio transformation, M&A, capital allocation; marketing/branding and innovation acceleration; deep experience from Danaher to Fortive CEO .
Equity Ownership
| Measure | Amount |
|---|---|
| Current shares beneficially owned | 1,000 |
| Rights to acquire (by 5/13/2025) | 2,888 |
| Total beneficial ownership | 3,888; less than 1% of shares outstanding |
| Outstanding stock awards (12/31/2024) | 2,129 RSUs/stock awards |
| Director stock ownership policy | Hold Company-granted shares until retirement; deferred stock units accrue dividend equivalents; anti-hedging and anti-pledging policies apply to directors |
Governance Assessment
- Strengths:
- Independent director with strong operator credentials; active engagement through People & Compensation and EHS&S committees .
- Good attendance; Board maintains rigorous evaluation and executive session practices; robust clawback, anti-hedging/pledging, and related-party policies .
- Transparent director compensation program, median-targeted versus peer group; mandatory equity retention aligns interests .
- Potential RED FLAGS / watchpoints:
- Peer group inclusion of Fortive while Lico sits on DuPont’s People & Compensation Committee may create perceived benchmarking bias; monitor committee deliberations and disclosure around consultant independence and peer selection methodology .
- General related-party transaction exposure exists with companies employing directors, though amounts reviewed and deemed immaterial/ordinary course .
- Shareholder signals:
- Say-on-pay support at 82.6% in 2024—acceptable but not overwhelmingly high; continue engagement focus given ongoing portfolio transformation and 2025 separation plans .
Overall, Lico brings valuable operational and transformation expertise. Independence, attendance, equity retention, and DuPont’s prohibitions on hedging/pledging support alignment. The Fortive peer-group overlap with his role on People & Compensation warrants ongoing monitoring, but DuPont discloses no formal interlocks and uses an independent consultant with conflict safeguards .