Lori Koch - Chief Executive Officer | DuPont de Nemours (DD) Executive Profile & Compensation

About Lori Koch

Lori D. Koch is Chief Executive Officer of DuPont de Nemours, Inc. (DD) and a member of the Board since June 2024; she is 50 and previously served as EVP & CFO (Feb 2020–May 2024). She holds an M.S. in Accounting (Babson) and a B.S. in Finance & International Business (Penn State) . Under her leadership, DuPont exceeded Q3 2025 guidance with net sales of $3.072B (+7% YoY) and operating EBITDA of $840M (+6% YoY), raised FY25 operating EBITDA guidance to $1.6B, announced a $2B repurchase authorization (including a $500M ASR), and declared a new quarterly dividend for “new DuPont” . In 2024, short-term incentive payouts were slightly above target with a 111.9% final payout for corporate-aligned NEOs, reflecting targets tied to Adjusted EPS, segment organic revenue, segment operating EBITDA, and segment adjusted FCF, plus a 4% sustainability modifier .

Past Roles

Organization	Role	Years	Strategic Impact
DuPont de Nemours, Inc.	Chief Executive Officer; Director	2024–present	CEO transition from Ed Breen; execution on separation plan and capital returns (repurchase/dividend) .
DuPont de Nemours, Inc.	EVP & Chief Financial Officer	2020–2024	Navigated portfolio actions; established performance-based pay programs and targets .
DuPont/E.I. du Pont (EIDP)	VP, Investor Relations & Corp FP&A	2019–2020	Investor alignment and strategic communication .
EIDP	Director, Investor Relations	2016–2019	IR leadership through portfolio changes .
EIDP	Global Finance Director, Performance Materials	2015–2016	Segment finance leadership .
EIDP	Global Finance Manager, various businesses	2008–2015	Business unit finance leadership .

External Roles

Organization	Role	Years	Notes
Actylis (formerly Aceto; New Mountain Capital portfolio company)	Director	Current	External directorship; no other public company boards .
Penn State Smeal College of Business	Board of Visitors	Current	Academic advisory role .

Fixed Compensation

Element	2024 Amount/Structure
Base Salary	$1,200,000 (increased upon CEO appointment effective June 1, 2024) .
Target Short-Term Incentive (STIP)	150% of base salary ($1,800,000 target) .
Director Compensation	None (as CEO-director, receives no additional compensation for Board service) .

Performance Compensation

Component	Metric(s)	Weighting	Target/Design	2024 Actual/Payout	Vesting
STIP (cash)	Corporate Adjusted EPS	50%	Quarterly targets; formulaic; capped at 200%	Included in final corporate-aligned factor 111.9%; Lori’s payout $2,014,200 on $1.8M target .	Annual payout after year-end .
STIP (cash)	Segment Organic Revenue	20%	Threshold 90%, Max 110% of target (segment basis) .	Included in final corporate-aligned factor 111.9% .	Annual payout .
STIP (cash)	Segment Operating EBITDA	15%	Threshold 80%, Max 115% .	Included in final corporate-aligned factor 111.9% .	Annual payout .
STIP (cash)	Segment Adjusted Free Cash Flow	15%	Threshold 80%, Max 120% .	Included in final corporate-aligned factor 111.9% .	Annual payout .
STIP Modifier	Sustainability Modifier	±10%	Holistic scorecard across Innovate/Protect/Empower pillars .	+4% applied; then 4% reallocation reduction; final Corporate Aligned 111.9% .	N/A
LTI – PSUs	Adjusted ROIC	50%	3-year average; 0–200% payout; Relative TSR modifier ±25% vs S&P 500 .	2022 PSU cycle (2012–2024) payout 84.67% .	Cliff at end of 3 years .
LTI – PSUs	Adjusted Corporate Net Income	50%	3 discrete annual periods; growth rate set at start .	2022 PSU: weighted payout component contributed to 84.67% overall; TSR modifier 1.0x .	Cliff at end of 3 years .
LTI – RSUs	Stock price/retention	—	3-year incremental vesting .	N/A	Annual ratable vesting over 3 years .

2024 Equity Grants to Lori Koch

Grant Date	Vehicle	Target/Units	Grant Date Fair Value ($)	Notes
2/15/2024	RSU	17,532	1,200,065	Annual cycle .
2/15/2024	PSU	26,297 (target)	1,843,157	Metrics: Adj ROIC, Adj Corp Net Income; TSR modifier .
5/31/2024	RSU (off-cycle for promotion)	29,212	2,400,058	Retention/market alignment as CEO .
5/31/2024	PSU (off-cycle for promotion)	43,817 (target)	3,895,331	Majority performance-based .

2022 PSU Cycle – Lori Koch Earned Units

Metric	Payout %	Units
Overall payout	84.67%	PSUs earned: 20,308 (vs. 23,985 target) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (3/14/2025)	82,241 shares owned; 166,280 rights to acquire; total 248,521; <1% of 418,495,029 shares outstanding .
Ownership Guidelines (CEO)	6x base salary; actual 8.8x (compliant); 75% net retention until met .
Anti-Hedging/Pledging	Officers prohibited from hedging/pledging or margin accounts .
Outstanding Equity (12/31/2024) – RSUs (unvested)	2/23/2022: 2,830; 5/4/2023: 12,923; 2/15/2024: 17,872; 5/31/2024: 29,626 .
Outstanding Equity (12/31/2024) – PSUs (unearned)	2023 cycle: 28,099; 2/15/2024 cycle: 26,297; 5/31/2024 cycle: 43,817 .
Options (selected)	Multiple grants outstanding (e.g., 56,562 @ $53.50 exp 2030; 35,461 @ $72.98 exp 2031; 22,975/11,488 @ $75.05 exp 2032; and earlier) .

Vesting and potential selling pressure:

Time-based RSUs vest annually over three years; PSUs vest at end of the 3-year period. Off-cycle 2024 RSUs/PSUs add incremental vesting/maturities in 2025–2027, representing scheduled supply that could modestly increase insider sale capacity upon vest events (subject to 75% retention policy until guideline met) .

Employment Terms

Provision	CEO (Lori Koch) Terms
Severance (no CIC)	Lump sum = 2x (base + target bonus) plus annual bonus (greater of actual or target), benefits continuation ~1.5 years; non-compete and non-solicit 12 months .
Change-in-Control	Double-trigger; lump sum = 3x (base + target bonus) plus annual bonus (greater of actual or target), benefits continuation 2 years .
Estimated Values (12/31/2024)	Severance: $7,800,000; CIC: $10,800,000; LTI acceleration: $4,746,089 (no CIC) / $12,503,418 (CIC); Health & welfare: $51,120 (no CIC) / $76,680 (CIC); Outplacement/financial planning: $29,900 .
Clawback	Robust policy covering cash and equity; updated in 2023 to comply with NYSE/SEC; also allows recoupment for misconduct .
Tax Gross-ups	None; no single-trigger CIC benefits .

Board Governance

Item	Detail
DD Board Service	Appointed Director June 27, 2024; no committee assignments; no additional board pay .
Independence	As CEO, not independent; Board overall: 11 of 13 nominees independent; independent committees .
Lead Independent Director	Alexander M. Cutler (Lead Independent Director referenced in leadership transition PR) .
Executive Sessions	Non-employee directors meet in executive session at each regularly scheduled Board meeting .
Committee Memberships (current board slate)	Committee structure and membership disclosed; CEO not on any committees .

Dual-role implications:

CEO-director dual role is mitigated by an Executive Chairman (Ed Breen) and a majority-independent board with a Lead Independent Director, plus independent P&CC oversight of CEO compensation .

Director/Peer Governance and Pay Context

Non-employee director compensation (for context): $130,000 cash retainer + $170,000 equity retainer; chair premiums (Audit $35k; Compensation $25k; other $20k); Lead Director $50k; directors must hold equity until retirement. Not applicable to Koch as an employee-director .
Compensation peer group used for benchmarking includes diversified industrials (e.g., 3M, Emerson, Fortive, Honeywell, ITW, TE Connectivity, Xylem); FW Cook serves as independent compensation consultant .
2024 say-on-pay support: 82.6% .

Performance & Track Record

Period/Item	Data/Commentary
Q3 2025 (new DuPont)	Net sales $3.072B (+7% YoY), operating EBITDA $840M (+6% YoY); raised FY25 operating EBITDA guidance to $1.6B; announced $2B repurchase (incl. $500M ASR) and quarterly dividend aligned to 35–45% payout ratio .
Strategic direction	Continued portfolio simplification and capital return; at a 2025 investor event management cited >$14B shareholder returns since 2019 and ~$5B in high-return M&A; outlined path to 8–10% EPS growth through 2028 (management target) .

Say-on-Pay & Shareholder Feedback

Item	Outcome
2024 Say-on-Pay approval	82.6% FOR .
Stockholder engagement	Ongoing outreach described; feedback considered in compensation design .

Related Party, Risk Indicators, Policies

Related-party transactions: Reviewed; below materiality thresholds; ordinary course .
Section 16 compliance: Company reports full compliance for 2024 with two administrative late filings by other executives; none noted for Koch .
No single-trigger CIC or excise tax gross-ups; anti-hedging/anti-pledging enforced .
Equity grant practices: No stock options since 2022; annual and promotional awards not timed around MNPI .

Investment Implications

Pay-for-performance alignment: High at-risk mix (150% STIP; majority performance-based LTI with Adj ROIC/Adj Corporate Net Income and TSR modifier), with corporate-aligned STIP payout at 111.9% for 2024, supports incentives linked to earnings quality and cash conversion .
Retention and selling pressure: Off-cycle 2024 RSU/PSU grants (promotion to CEO) increase unvested equity through 2027; RSUs vest annually and PSUs cliff after 3 years—could create technical supply on vest, but 75% net-share retention until ownership goals are met (CEO at 8.8x vs 6x requirement) limits net sales pressure .
Alignment and governance: Robust clawback, anti-hedging/pledging, double-trigger CIC, independent P&CC and Lead Independent Director mitigate governance risk from CEO-director dual role .
Change-in-control economics: 3x salary+target bonus under double-trigger CIC and significant LTI acceleration could influence negotiation dynamics in strategic transactions; estimated CIC severance $10.8M; LTI acceleration $12.5M (as of 12/31/2024) .
Execution indicators: Q3 2025 beat/raise, new dividend framework, and $2B buyback authorization under Koch signal confidence in earnings durability and cash conversion; watch for progress on targeted separation timeline and operating EBITDA delivery to $1.6B guidance for “new DuPont” .

Notes: All data above sourced from DuPont’s 2025 DEF 14A (April 3, 2025), 8-Ks and press releases as cited.