Ruby Chandy
Director at DD
Board
About Ruby Chandy
Ruby R. Chandy, age 63, has served on DuPont’s Board since June 2019 and is Chair of the Environment, Health, Safety & Sustainability (EHS&S) Committee and a member of the Audit Committee . She is the former President of the Industrial Division at Pall Corporation (2012–2015) and previously held leadership roles at The Dow Chemical Company, Rohm and Haas, Thermo Fisher Scientific, and Boston Scientific, bringing deep industrial, life sciences, specialty materials, and microelectronics expertise . Chandy is independent under NYSE standards, and all incumbent directors—Chandy included—attended more than 75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont (DowDuPont/Advisory) | Specialty Products Advisory Committee member; ex-officio member of DowDuPont Board | Apr 2018–Jun 2019 | Board continuity and portfolio oversight prior to DuPont’s standalone board service |
| Pall Corporation | President, Industrial Division | Apr 2012–Nov 2015 | Led filtration/separation/purification businesses; industrial operations leadership |
| The Dow Chemical; Rohm and Haas; Thermo Fisher; Boston Scientific | Senior leadership positions (various) | Not disclosed | Global operating, innovation, and specialty materials/life sciences experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Thermo Fisher Scientific Inc. | Director | Current | Public company board experience; potential supplier/customer interlock to monitor |
| Flowserve Corporation | Director | Current | Industrial flow control; potential supplier/customer interlock to monitor |
| AMETEK, Inc. | Director | Prior (2013–2022) | Prior public board experience |
Board Governance
- Committee assignments: EHS&S (Chair) and Audit member; EHS&S met 5 times in 2024; Audit met 8 times .
- Independence: The Board determined all nominees other than Mr. Breen and Ms. Koch are independent; all standing committees are fully independent .
- Attendance: In 2024, DuPont held 12 Board and 24 Committee meetings; all incumbent directors attended >75% of combined meetings; all nominated directors attended the 2024 Annual Meeting .
- Outside boards: DuPont guidelines cap non-executives at a maximum of 4 public boards including DuPont; Chandy is within limits (DuPont + two other boards) .
- Governance protections: Directors must hold company-granted shares until retirement; anti-hedging and anti-pledging policies apply to directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard non-employee director cash retainer |
| Committee chair fee (EHS&S) | $20,000 | “All Other Committees” chair fee tier |
| Fees earned (actual) | $150,000 | Includes retainer + chair fees for Chandy |
| All other compensation | $300 | Insurance premiums/legacy charitable plan accruals |
| Total cash and other | $150,300 | Summation of cash and other |
Performance Compensation
| Equity Element | Grant Date | Award Type | Grant Value | Per-Share Basis | Vesting/Restrictions |
|---|---|---|---|---|---|
| Annual equity retainer | Jun 5, 2024 | RSUs | $170,028 | $80.62/share | Directors generally required to hold equity awards until retirement; RSUs granted with transfer limitations until retirement/termination |
| Standard RSU grant size (non-employee directors) | Jun 2024 | RSUs | 2,109 units | Not applicable | Awarded to all non-employee directors; held until retirement |
Performance metrics tied to director equity: None. Director RSUs are time-based and subject to holding/transfer restrictions, not performance goals .
Other Directorships & Interlocks
| Company | Relationship to DD | Transaction Review Outcome |
|---|---|---|
| Thermo Fisher Scientific; Flowserve; other companies employing directors/executives or their immediate family | Possible customer/supplier relationships | Nomination & Governance Committee reviewed; amounts involved were below $1,000,000 or <2% of revenue for each party, in ordinary course, and not considered material; similar transactions may occur from time to time |
Expertise & Qualifications
- Industrial, medical, life sciences, specialty materials, microelectronics; proven executive with international growth and innovation track record; financial, management, environmental, and global expertise .
- Board competency coverage consistent with EHS&S chair responsibilities (sustainability, safety, compliance oversight per charter) .
Equity Ownership
| Metric | Amount | As-of/Notes |
|---|---|---|
| Current shares beneficially owned | 1,000 | As of Mar 14, 2025 |
| Rights to acquire (e.g., RSUs) | 17,133 | Through May 13, 2025 |
| Total beneficial ownership | 18,133 | Less than 1% of outstanding shares |
| Outstanding stock awards | 17,113 | RSUs outstanding at Dec 31, 2024 |
| Holding/hedging/pledging policy | Must hold company-granted shares until retirement; hedging/pledging prohibited | Governance summary and director compensation sections |
Governance Assessment
- Committee expertise and effectiveness: As EHS&S Chair and Audit member, Chandy is positioned on risk oversight for safety, sustainability, compliance, and financial controls; the EHS&S charter covers enterprise sustainability strategy, regulatory compliance, and climate/public policy oversight—a governance-positive signal .
- Independence and attendance: Independent status with strong attendance (>75% in 2024) supports board effectiveness and investor confidence .
- Pay-for-alignment: Director pay targets peer median; mix of cash retainer and time-based RSUs with mandatory holding until retirement promotes alignment; no performance-based equity or options for directors—low risk of misaligned incentives .
- Interlocks/conflicts: Current boards at Thermo Fisher and Flowserve create potential industry interlocks; DuPont’s related-party policy and 2024 review found transactions with director-linked companies immaterial and in ordinary course—monitor but no current red flag .
- Risk indicators: Anti-hedging/anti-pledging and ownership-hold policies reduce alignment risks; no material legal proceedings disclosed; Section 16 compliance exceptions noted for two executives (not directors), indicating no adverse disclosure tied to Chandy .
RED FLAGS: None disclosed specific to Chandy. Continue monitoring any related-party transactions with Thermo Fisher or Flowserve for materiality changes, and any shifts in committee roles or attendance that could affect governance quality .