Lori Koch
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.