A. N. Sreeram
Chief Technology Officer at DOW
Executive
About A. N. Sreeram
Senior Vice President, Research & Development and Chief Technology Officer at Dow. Age 57 as of April 10, 2025; executive officer since 2019; CTO since 2015 and SVP R&D since 2013 . Company performance context during 2024: net sales ~$43.0B (down 4% YoY), Operating EBITDA ~$5.48B (up slightly YoY), net income $1.20B; cash from operations $2.90B . Over 2020–2024 pay-versus-performance TSR track, a $100 initial investment ended 2024 at $95 (custom peer $96) . Recognition for R&D under Sreeram’s remit includes Dow winning a record 12 Edison Awards in 2024, among other innovation accolades .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dow Inc. | Senior Vice President, Research & Development and Chief Technology Officer | Apr 2019–present | Leads R&D portfolio aligned to sustainability and end-market demand; multiple external innovation awards; strong innovation revenue and product margin differential . |
| The Dow Chemical Company (TDCC) | Chief Technology Officer | Oct 2015–present | Enterprise technology leadership across businesses . |
| The Dow Chemical Company (TDCC) | Senior Vice President, Research & Development | Aug 2013–present | Oversight of R&D strategy, commercialization focus . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $958,739 | 4% YoY increase vs 2023 ($921,864) . |
| Target Annual Bonus % | 95% of base | Target percent for Performance Award . |
| Non-Equity Incentive Paid (2024 perf) | $368,875 | Company component 45%, individual factor 90%, total payout 41% of target . |
| All Other Compensation | $139,324 | Includes $26,768 aircraft (non-Dow board/physical), $102,122 plan contributions . |
Performance Compensation
- Annual Performance Award metrics: Operating EBIT, Free Cash Flow, and an Ambition composite (customer experience, safety/ESG/inclusion). Company component payout = 45% (uniformly applied), with individual assessment adjustment (Sreeram = 90%) yielding 41% of target .
| Metric (Annual) | Weighting | 2024 Target | 2024 Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Operating EBIT | Not disclosed | Not disclosed | Part of 45% company component result | Cash, paid post-year . |
| Free Cash Flow | Not disclosed | Not disclosed | Part of 45% company component result | Cash, paid post-year . |
| Ambition composite (CX, WLO safety/health/environment/transport stewardship; inclusion) | Not disclosed | Not disclosed | Part of 45% company component result | Cash, paid post-year . |
- Long-Term Incentive (LTI) mix: PSUs 65%, stock options 20%, RSUs 15% . PSU metrics: Operating ROC, Cumulative Cash from Operations, Relative TSR (modifier), Carbon Emissions Reduction; total PSU payout capped at 200% (various caps applied for 2025–2027) . 2022–2024 PSU program paid at 40% .
| 2024 LTI Grants (2/15/2024) | Quantity | Grant Date Fair Value | Vest/Expiry | Terms |
|---|---|---|---|---|
| PSUs (target) | 36,890 | $2,155,483 | 3-year performance, delivers Feb 2027 | Metrics: Operating ROC, Cumulative CFO; TSR modifier; carbon reduction . |
| RSUs | 8,520 | $470,048 | Cliff vest after 3 years | Dividends paid as cash equivalents during vest . |
| Stock Options | 57,250 | $626,315 | 3-year ratable vest; expire 2/15/2034 | Exercise price $55.17; 10-year term . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 7, 2025) | 141,508 current shares + 208,961 “rights to acquire” (options/RSUs/PSUs through Apr 8, 2025) = 350,469 total; <1% of outstanding . |
| Pledged Shares | None; “None of the shares are pledged” . |
| Ownership Guidelines | Requirement 4x base salary; Actual 9x; compliant . |
| Anti-Hedging/Anti-Pledging Policy | Hedging and pledging prohibited for directors and executive officers . |
| 2024 Vesting/Realization | Stock awards vested: 67,959 shares; value realized $3,778,924; no option exercises . |
| Outstanding Equity (selected) | Exercisable options: multiple tranches (e.g., 2018, 2020, 2021); 2024 grant 57,250 unexercisable @ $55.17 exp. 2/15/2034; unvested RSUs (various) and target PSUs (2023/2024 cycles) . |
Employment Terms
| Scenario | Cash Severance | Equity | Pension Adj. PV | Health & Welfare | Outplacement |
|---|---|---|---|---|---|
| Involuntary Termination (without cause) | $1,165,236 | Normal retirement provisions/proration per age/service rules | n/a | $8,730 | $30,000 . |
| Double-Trigger Change-in-Control | $1,165,236 | LTI acceleration value $4,908,381 | $191,832 | $8,730 | $30,000 . |
- Change-in-control equity requires an involuntary termination within 24 months post-CIC (“double trigger”); no standalone CIC agreements; no excise tax gross-ups .
Retirement, Deferred Comp, Perquisites
| Program | 2024 Amounts / Status |
|---|---|
| Pension (Present Value, 12/31/2024) | DEPP $1,067,690; ESRP $2,014,717; credited service 17.6 yrs; U.S. plans frozen as of 12/31/2023 . |
| Nonqualified Deferred Compensation | Company contributions $71,072; aggregate balance $168,076; no executive contributions in 2024 . |
| Perquisites (selected) | 2024: $26,768 aircraft (non-Dow board travel/executive physical). Company plan contributions $102,122 . |
Compensation Structure Analysis
- Mix and risk: High at-risk pay via annual Performance Award and PSUs; LTI weighted to PSUs (65%), with explicit financial (Operating ROC, cumulative CFO) and sustainability metrics, plus TSR modifier with downside caps when absolute TSR is negative for 2025–2027, reinforcing alignment and downside protection for shareholders .
- Annual plan discipline: 2024 company component paid at 45% (below target) across the enterprise, reflecting macro pressures; individual factor for Sreeram 90% .
- Policy guardrails: Robust clawback covering restatements and misconduct; anti-hedging/anti-pledging; no CIC agreements or gross-ups .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay: 92% approval at 2024 annual meeting, indicating strong shareholder support .
- Compensation Peer Group (2024): Broad industrials and mega-cap comparators; updated in 2025 to add Bristol-Myers Squibb, Ecolab, PPG, Sherwin-Williams; removed Eli Lilly, Johnson & Johnson, PepsiCo, Procter & Gamble .
Performance & Track Record
| Indicator | 2024 | 2023 | Notes |
|---|---|---|---|
| Net Sales | $42.964B | $44.622B | −4% YoY; price pressure; flat volume . |
| Operating EBITDA (non‑GAAP) | $5.482B | $5.389B | Operational resilience YoY . |
| Cash from Ops (CFO) | $2.903B | $5.164B | Working capital and market dynamics . |
| TSR (value of $100) | $95 | $123 (2023) | 2020–2024 pay-vs-performance TSR benchmark . |
| Innovation markers | 12 Edison Awards (record), multiple sustainability/innovation awards | — | R&D excellence under Sreeram . |
Investment Implications
- Alignment and retention: High ownership multiple (9x vs 4x required) and no pledging/hedging supports shareholder alignment; double-trigger CIC and meaningful acceleration value ($4.9M) create retention “glue,” especially through 2025–2027 PSU cycles .
- Selling pressure: 3‑year cliff RSUs and options vesting over 3 years, plus PSU settlements, can create episodic post‑vesting liquidity events; 2024 saw significant stock vesting ($3.78M realized), but no option exercises; monitor Form 4s around Feb–Mar vesting windows and 10b5‑1 plans for flow‑through effects .
- Pay-for-performance rigor: Below-target annual payout (45% company component) and a 40% payout on the 2022–2024 PSUs indicate downside sensitivity—positive for capital discipline amid cyclical softness .
- Succession and execution: Sreeram’s tenure and award‑winning innovation engine underpin Dow’s longer‑dated value drivers (Path2Zero, circularity portfolio, silicones/platform expansions). If macro improves, PSU metrics (Operating ROC, cumulative CFO) offer torque to payout and align with deleveraging and FCF compounding .