Amy E. Wilson
General Counsel and Corporate Secretary at DOW
Executive
About Amy E. Wilson
Amy E. Wilson is General Counsel and Corporate Secretary of Dow and a member of the most senior executive committee, with executive oversight for Legal, the Office of the Corporate Secretary, Ethics & Compliance, Public Affairs, Government Affairs, and Dow Aviation. Age 54 as of April 10, 2025 . 2024 achievements included legal leadership for Dow’s Green Finance Framework and inaugural green bond, the Macquarie minority stake transaction in U.S. Gulf Coast infrastructure (Diamond Infrastructure Solutions), Fort Saskatchewan Path2Zero (net-zero ethylene project), and the advanced small modular reactor project with X-energy; she also led legal support for M&A (Circulus acquisition, laminating adhesives divestiture) and maintained high success rates in litigation . Company performance context: in 2024 Dow delivered ~$43B net sales, ~$1.2B GAAP net income, ~$2.6B Operating EBIT, and ~$2.9B cash flow from operations , while “pay vs performance” shows cumulative TSR value at 95 vs peer 96, net income $1,201 million, and cumulative cash from operations $2,903 million for the period reported .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dow | General Counsel & Corporate Secretary | 2021 | Led cross-functional ESG steering team; crisis management; investor engagement; advanced M&A support and litigation strategy; refreshed compliance training |
| Dow | General Counsel & Corporate Secretary | 2023 | Supported Path2Zero FID; strengthened Ambition disclosures; managed complex regulatory landscapes; advanced inclusive culture; participated in LCLD; enhanced Code certification rates |
| Dow | General Counsel & Corporate Secretary | 2024 | Led Green Finance Framework and inaugural green bond; Macquarie infrastructure minority stake deal; Fort Saskatchewan Path2Zero; SMR project with X-energy; strategic M&A; litigation defense |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leadership Council on Legal Diversity (LCLD) | Participant | 2023 | Demonstrated commitment to internal and external diverse legal talent development |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $829,572 | $862,755 |
| Percent Change | — | 4% |
| Component | Target | Amount ($) |
|---|---|---|
| Base Salary (2024) | — | $862,755 |
| Target Annual Incentive (2024) | 100% of base salary | $862,755 |
| Target LTI (2024) | — | $3,071,700 |
| Targeted Total Direct Compensation (2024) | — | $4,797,210 |
Performance Compensation
| Annual Incentive (2024 Performance Award) | Metric / Factor | Weighting / Assessment | Payout |
|---|---|---|---|
| Company component | Operating EBIT, Free Cash Flow, Ambition metrics (CXi, WLO, Inclusion) | 45% (Committee discretion) | 45% of target for all eligible employees |
| Individual factor | Committee assessment | 100% (Wilson) | Applied to company component |
| Total payout | — | 45% | $388,240 |
| PSU Program Design | Metric | Weighting | Vesting | Notable Result |
|---|---|---|---|---|
| 2023–2025 / 2024–2026 / 2025–2027 | Operating ROC + Cumulative Cash from Operations (Financial) | 80% total; capped at 200% combined | 3-year performance; delivery after period | 2022–2024 program paid 40% |
| TSR Modifier | Relative TSR vs peer group | 75% factor if bottom quartile; 125% if top quartile; capped at 100% if absolute TSR negative (from 2025–2027) | Modifies financial component | — |
| Ambition metric | Carbon emissions reduction (Scope 1 & 2) | 20% (capped at 100% if financial metrics miss threshold) | 3-year performance | — |
| 2024 Grants of Plan-Based Awards (Wilson) | Instrument | Grant Date | Quantity / Terms | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 02/15/2024 | Target 36,200; Max 72,400 | — | $2,115,166 |
| RSUs | 02/15/2024 | 8,360 units | 3-year vest | $461,221 |
| Stock Options | 02/15/2024 | 56,160 options @ $55.17, 10-year term; vest 1/3 annually | — | $614,390 |
Equity Ownership & Alignment
| Beneficial Ownership (as of Feb 7, 2025) | Current Shares Owned | Rights to Acquire (options/RSUs/PSUs through Apr 8, 2025) | Total | % of Outstanding |
|---|---|---|---|---|
| Amy E. Wilson | 60,291 | 411,105 | 471,396 | <1% |
| Stock Ownership Guidelines | Requirement | Actual |
|---|---|---|
| Multiple of base salary (2024) | 4x | 5x |
| Hedging/Pledging policy | Prohibited for directors and executive officers | Compliant |
| Outstanding Equity Awards (Wilson, 12/31/2024) | Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Unvested RSUs MV ($) | Unearned PSUs (#) | Unearned PSUs MV ($) |
|---|---|---|---|---|---|---|---|---|---|
| 02/13/2015 | 2,937 | — | 50.07 | 02/13/2025 | — | — | — | — | |
| 02/10/2017 | 4,719 | — | 61.97 | 02/10/2027 | — | — | — | — | |
| 02/15/2018 | 4,206 | — | 72.77 | 02/15/2028 | — | — | — | — | |
| 10/10/2018 | 142,250 | — | 60.08 | 10/10/2028 | — | — | — | — | |
| 04/11/2019 | 56,330 | — | 54.89 | 02/11/2029 | — | — | — | — | |
| 02/13/2020 | 60,890 | — | 48.30 | 02/13/2030 | — | — | — | — | |
| 02/11/2021 | 52,080 | — | 57.67 | 02/11/2031 | — | — | — | — | |
| 02/10/2022 | 34,180 | 17,090 | 60.95 | 02/10/2032 | 6,990 | $280,509 (at $40.13) | 30,290 | $1,215,538 (at $40.13) | |
| 02/09/2023 | 16,233 | 32,467 | 59.08 | 02/09/2033 | 7,500 | $300,975 (at $40.13) | 32,500 | $1,304,225 (at $40.13) | |
| 02/15/2024 | — | 56,160 | 55.17 | 02/15/2034 | 8,360 | $335,487 (at $40.13) | 36,200 | $1,452,706 (at $40.13) |
| 2024 Option Exercises & Stock Vested | Options Exercised (#) | Value Realized ($) | Stock Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Amy E. Wilson | 2,937 | $17,123 | 67,910 | $3,779,234 |
Vesting schedules: options vest in three equal annual installments; RSUs vest after three years; PSUs vest/deliver after 3-year performance period; market values based on $40.13 closing price on Dec 31, 2024 .
Employment Terms
- Severance plan: upon involuntary termination without cause, lump-sum severance equals two weeks per year of service (max 18 months) plus six months’ base salary under Executive Severance Supplement; $30,000 outplacement/financial planning; 18 months health/welfare at active rates if eligible .
- Double-trigger change-in-control: full vesting of equity if involuntarily terminated without cause within 24 months of a change-in-control; no separate change-in-control severance agreements .
- Clawback policy: global Compensation Clawback Policy adopted December 1, 2023; recovers erroneously awarded incentive comp for 3 fiscal years preceding a required accounting restatement; also allows clawback upon misconduct events .
- Ms. Wilson’s disclosed values at 12/31/2024:
- Involuntary termination without cause: Severance $1,234,404; Health & Welfare $16,074; Outplacement/Financial Planning $30,000 .
- Change-in-control (double trigger): LTI acceleration $4,889,439; increase in present value of pension $418,006; Health & Welfare $16,074; Outplacement/Financial Planning $30,000 .
- Retirement/disability treatment: age/service rules; death/disability full vest for grants in same calendar year; RSUs and PSUs delivered per original schedules; options become exercisable as specified .
- Non-compete, non-solicit: not disclosed in proxy (no executive-specific agreements referenced) .
| Retirement & Deferred Benefits (12/31/2024) | Plan | Years Credited Service | Present Value / Balance ($) |
|---|---|---|---|
| Pension | Dow Employees’ Pension Plan (DEPP) | 23.2 | $1,083,232 |
| Pension | Executives’ Supplemental Retirement Plan (ESRP) | 23.2 | $4,163,425 |
| Nonqualified Deferred Comp | Company contributions (2024) | — | $64,503 |
| Nonqualified Deferred Comp | Aggregate earnings (2024) | — | $48,014 |
| Nonqualified Deferred Comp | Aggregate balance (FY-end) | — | $415,530 |
Compensation Structure Analysis
- Mix and risk: 2024 target LTI for Wilson $3.07M with 65% PSUs, 20% options, 15% RSUs; strong pay-at-risk profile consistent with peers .
- Annual incentive tightened: 2024 company payout cap applied discretionally to 45% broadly; 2025 design caps Ambition metrics at 100% if financial metrics below threshold, reinforcing pay-for-performance .
- PSU protections: 2025–2027 caps TSR modifier at 100% if absolute TSR negative; caps Ambition metric at 100% if financial metrics miss threshold .
- Governance safeguards: anti-hedging/anti-pledging; no repricing/exchanges without stockholder approval; no excise tax gross-ups; no change-in-control agreements .
Compensation Peer Group (Benchmarking)
- 2024 peer group included diversified industrials and chemicals: 3M, ADM, Boeing, Caterpillar, Coca-Cola, ConocoPhillips, Deere, Eli Lilly, Honeywell, Johnson & Johnson, Johnson Controls, Kimberly-Clark, Linde, Lockheed Martin, LyondellBasell, Mondelēz, PepsiCo, Pfizer, Procter & Gamble, RTX .
- 2025 changes: removed Eli Lilly, Johnson & Johnson, PepsiCo, Procter & Gamble; added Bristol-Myers Squibb, Ecolab, PPG, Sherwin-Williams .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote support: 92% approval .
- 2025 agenda recommends FOR executive compensation; Board continues to incorporate stockholder feedback into design, including quantifiable ESG metrics in annual and LTI awards .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; compliance with ownership guidelines (Wilson at 5x vs 4x target) mitigates misalignment risk .
- No option repricing; clawback policy in place; severance governed by broad-based plan rather than bespoke packages; no tax gross-ups and no change-in-control agreements .
- Insider selling pressure: 2024 vesting delivered substantial value ($3.78M) and small option exercise ($17k), implying limited near-term forced selling; significant unvested PSU/RSU overhang continues to align multi-year performance .
Equity Ownership & Alignment Details
- Ownership guideline met: 5x salary vs 4x requirement; retention ratio applies if not met by year 5 (75% of net shares to be retained) .
- No pledging/margin accounts allowed for executives .
Performance & Track Record Highlights
- Legal leadership on capital allocation and growth projects (green bonds, infrastructure monetization, decarbonization path, SMR project) supporting medium-term earnings durability and cash generation .
- 2024 company operating outcomes: ~$2.6B Operating EBIT and $2.9B operating cash flow ; net income $1,201M in pay-vs-performance table ; TSR vs peer essentially in-line (95 vs 96) .
Investment Implications
- Alignment: Wilson’s equity-heavy pay mix (PSUs/options/RSUs) and ownership guideline compliance create material alignment with shareholder outcomes; multi-year PSU metrics emphasize cash generation (CFO), capital efficiency (Operating ROC), and relative TSR, with caps that reduce windfalls in weak markets .
- Retention risk: Standardized severance (not bespoke) and meaningful unvested PSU/RSU balances (e.g., 36,200 PSUs and 8,360 RSUs from 2024; multiple unvested tranches from 2022–2023) suggest strong retention hooks over 2025–2027 .
- Trading signals: 2024 realized equity value was driven by vesting rather than significant option exercise ($17k), reducing near-term selling pressure concerns; watch PSU payout trajectory (2022–2024 program paid 40%) as a signal of operating/cash performance momentum into the 2025–2027 cycle .