Brendy Lange
About Brendy Lange
Brendy Lange is President of Dow’s Performance Materials & Coatings (PM&C) segment, appointed April 2, 2024, with APAC oversight as part of Dow’s leadership succession refresh . He holds an MBA (with honors) from The Wharton School and a bachelor’s degree in finance and accounting from Indiana University; prior roles include Deloitte Consulting and multiple leadership posts at Dow in Industrial Solutions, Corporate Development, Electronic Materials (Tokyo), and the DowDuPont integration office . Dow’s 2024 Form 10-K identifies Lange’s age as 41 and documents his promotion and PM&C leadership responsibilities . PM&C delivered 2024 net sales of $8.574B, up 1% year over year, with Operating EBIT of $318M; however, Q3’25 net sales were $2.082B (-6% YoY) and Operating EBIT $80M (-$60M YoY), reflecting margin compression and lower volumes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dow | President, Performance Materials & Coatings | 2024–present | Leads PM&C globally; APAC oversight in leadership refresh |
| Dow Industrial Solutions | Business Vice President | 2020–2024 | Maximized profitability and implemented growth strategy for global asset footprint |
| Dow Industrial Solutions | Global Business Director | 2017–2020 | Led global business execution and portfolio expansion |
| Dow | Corporate Development | Various (incl. 2009 internship) | Corporate strategy and portfolio work; supported merger/integration efforts |
| Dow Electronic Materials (Tokyo) | Leadership role | Prior to 2017 | Regional leadership exposure; product/market strategy in Asia |
| DowDuPont Joint Integration Management Office | Integration leader | 2017–2019 | Instrumental in executing merger integration and separation programs |
| Deloitte Consulting (Chicago) | Strategy & Operations Consultant | 2005–2008 | Advised clients on operations and strategy; pre-Dow experience |
External Roles
No public company directorships or external governance roles disclosed for Lange in Dow filings or press materials.
Fixed Compensation
Dow’s executive pay program (applies broadly; NEOs shown for detail) combines base salary, annual cash incentive (Performance Award), and long-term incentives (PSUs, stock options, RSUs). Typical LTI mix targets PSUs 65%, options 20%, RSUs 15% to balance cash generation, returns, sustainability, and TSR-driven performance; exact pay elements for Lange are not separately disclosed in the proxy.
Performance Compensation
| Metric | Weighting | Target | Actual | Payout (Company Component) | Vesting/Design |
|---|---|---|---|---|---|
| Operating EBIT (non-GAAP) | Not disclosed | Not disclosed | Not disclosed | 45% company component applied for 2024 Performance Award across eligible employees (people leaders and senior leaders were aligned) | Annual cash incentive; payout range 0–200% of target; individual factor overlay |
| Free Cash Flow (non-GAAP) | Not disclosed | Not disclosed | Not disclosed | 45% company component for 2024 | Annual cash incentive design; caps applied if both financial metrics below threshold |
| Ambition Metrics (Customer Experience, WLO Safety/Health/Environment/Transport, Inclusion) | Not disclosed | Not disclosed | Not disclosed | 45% company component for 2024; Ambition component capped at 100% if financial metrics below threshold | |
| LTI PSUs (3-year) metrics: Operating ROC, Cumulative Cash From Operations, Relative TSR (modifier capped if absolute TSR negative), Carbon Emissions Reduction | Not disclosed | Not disclosed | Not disclosed | Not applicable (equity-based) | 3-year performance period; design affirmed for 2025–2027 with caps on Ambition and TSR modifier |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other executive officers targeted at 4x; average actual for all executive officers 4x in 2024. Anti-hedging/anti-pledging policies in place; directors and executive officers may not hedge or pledge Dow stock.
- Beneficial ownership counts for Lange were not separately disclosed in the proxy’s ownership table; NEOs/directors are shown, and none of their shares are pledged.
Employment Terms
- Severance: For U.S.-based salaried executives on involuntary termination without cause, lump-sum severance equals two weeks per year of service (capped at 18 months) plus six months’ base salary under Executive Severance Supplement; outplacement and financial/tax planning up to $30,000; continuation of health/welfare at active rates for eligible retirees. Equity awards feature standard prorations based on age/service conditions.
- Change-of-control: Equity awards have double-trigger provisions; full vesting upon involuntary termination without cause within 24 months post-change-of-control. Dow does not maintain separate change-in-control severance agreements with executive officers.
- Clawback: Global Compensation Clawback Policy adopted Dec. 1, 2023 covers executive officers, allowing recovery of incentive compensation upon accounting restatement or misconduct.
- Insider trading programs: In Q3’25, Dow reported that directors and officers did not adopt, terminate or modify Rule 10b5-1 or non-rule 10b5-1 trading arrangements, indicative of limited pre-arranged selling pressure that quarter.
Performance & Track Record
Segment execution under Lange’s leadership highlights both progress and near-term market headwinds.
| PM&C Performance | 2023 | 2024 |
|---|---|---|
| Net Sales ($USD Millions) | $8,497 | $8,574 |
| Operating EBIT ($USD Millions) | $219 | $318 |
| PM&C Quarterly | Q3 2024 | Q3 2025 |
|---|---|---|
| Net Sales ($USD Millions) | $2,214 | $2,082 |
| Operating EBIT ($USD Millions) | $140 | $80 |
| Equity Earnings ($USD Millions) | $1 | $1 |
Narrative context: Q3’25 saw net sales down 6% YoY with local prices -5%, volumes -2%; EBIT declined $60M YoY due to margin compression and lower volumes, partially offset by cost reduction initiatives.
Board Governance (context relevant to compensation oversight)
Executive pay design and outcomes are overseen by an independent Compensation & Leadership Development Committee, which sets philosophy, approves metrics/payouts, and benchmarks pay to peers; stockholder say-on-pay support was 92% at the 2024 Annual Meeting.
Expertise & Qualifications
- Education: MBA (Wharton), BS Finance & Accounting (Indiana University).
- Industry experience: Materials science and chemicals across Industrial Solutions, Corporate Development, Electronic Materials (Tokyo), integration leadership; Deloitte consulting background.
- Age: 41 (as per Dow’s 2024 10-K executive list).
Compensation Structure Analysis
- Strong pay-for-performance linkage: Annual incentives tied to Operating EBIT, Free Cash Flow, and quantifiable Ambition metrics; LTI emphasizes Operating ROC, Cash from Operations, Relative TSR, and carbon reduction, with protective caps to discourage windfalls in negative TSR contexts.
- Risk controls: Anti-hedging/pledging, clawbacks, double-trigger equity vesting and no change-in-control severance agreements.
- Ownership alignment: 4x base salary guideline (average actual at 4x among executive officers), promoting “skin in the game.”
Related Party & Red Flags
No related-party transactions or personal pledging disclosed for executive officers in the proxy sections reviewed; program prohibits hedging/pledging and provides clawback recourse.
Compensation Peer Group & Shareholder Feedback
Compensation peer group benchmarking and independent consultant (Mercer) support the program structure; say-on-pay received 92% approval in 2024, and investor feedback led to continued inclusion of quantifiable ESG metrics in incentives.
Investment Implications
- Alignment: Lange’s incentive levers are tied to cash generation, operating returns, TSR, and decarbonization, with governance safeguards that reduce misalignment risk (anti-pledging, clawbacks, caps).
- Execution risk: PM&C’s Q3’25 margin compression and price/volume headwinds indicate a “lower-for-longer” cycle environment, raising near-term earnings sensitivity to pricing and silicones upstream dynamics.
- Retention/selling pressure: No Q3’25 adoption/modification of 10b5-1 plans among directors/officers; combined with ownership guidelines, this suggests contained systematic selling pressure near term.
- Strategic upside: 2024 PM&C improvement vs. 2023 (sales and Operating EBIT) underlines operational progress; continued focus on cost initiatives and portfolio actions could support earnings recovery when macro improves.