Daniel W. Yohannes
Director at DOW
Board
About Daniel W. Yohannes
Independent director of Dow Inc.; age 72; director since 2018. Current committee assignments: Audit Committee and Environment, Health, Safety & Technology (EHS&T) Committee. Background includes U.S. Ambassador to the OECD (2014–2017), CEO of the Millennium Challenge Corporation, and senior banking roles (Vice Chairman, U.S. Bank; President & CEO, Colorado National Bank; EVP, Security Pacific Bank). Current public company directorship: Xcel Energy Inc. (since 2017). The Board cites his finance, governance, risk management, public policy, and environmental/social experience as key contributions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Organisation for Economic Co-operation and Development (OECD) | U.S. Ambassador | 2014–2017 | International economic policy, sustainable development, energy security |
| Millennium Challenge Corporation (U.S. gov’t) | Chief Executive Officer | Not disclosed | Led U.S. foreign aid agency focused on poverty reduction |
| U.S. Bank | Vice Chairman; Management Committee member | Not disclosed | Senior leadership in financial services |
| Colorado National Bank | President & Chief Executive Officer | Not disclosed | Corporate transformation/operations leadership |
| Security Pacific Bank (now Bank of America) | Executive Vice President | Not disclosed | Banking operations and risk management |
| DowDuPont Inc. | Materials Advisory Committee Member | Jul 2018 – Apr 2019 | Transition governance for materials business |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Xcel Energy Inc. | Director | 2017 | Current public company directorship |
Board Governance
- Independence: Board determined Yohannes is independent under NYSE/SEC standards; all members of key committees (Audit, Compensation & Leadership Development, Corporate Governance, and EHS&T) are independent.
- Committee assignments and 2024 cadence: Audit Committee (9 meetings; all members deemed “financial experts” under applicable standards); EHS&T Committee (4 meetings). Chairs: Audit—Richard K. Davis; EHS&T—Jacqueline C. Hinman.
- Attendance and engagement: In 2024, Dow held 6 regular and 2 special Board meetings plus 23 committee meetings (31 total). All directors attended >75% of Board and committee meetings and all six regular Board meetings; average overall attendance >99%; all directors attended the April 11, 2024 annual meeting. Independent directors held executive sessions at each regular Board meeting (six in 2024).
- Voting standard and resignation policy: Majority voting in uncontested elections; incumbent nominees not elected must tender resignation for Board consideration.
Committee Assignments & 2024 Meetings
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 9 | All members financial experts; Chair: R.K. Davis |
| Environment, Health, Safety & Technology (EHS&T) | Member | 4 | Chair: J.C. Hinman |
Fixed Compensation
- Non-employee director annual cash retainer: $135,000 as of Dec 31, 2024 (increased by $5,000 in April 2024). Committee chair retainers: Audit $30,000; Compensation & Leadership Development $25,000; other committees $20,000; Lead Director $40,000. No meeting fees disclosed.
- 2024 cash actually paid to Yohannes (prorated/quarterly): $133,750.
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (2024) | $133,750 |
| Committee Chair/Lead Director Fees | N/A for Yohannes (rates shown above) |
| Deferred Compensation Option | Available via Dow Inc. Voluntary Deferred Compensation Plan for Directors |
Performance Compensation
- Annual equity award: RSUs valued at $195,000 granted April 11, 2024 (3,336 RSUs at $58.46). RSUs vest on the second anniversary and settle in shares following separation of service; quarterly dividend equivalents paid during vesting. Value increased by $5,000 in 2024 vs prior year. No options; no director performance metrics are used (service-vesting only).
| Metric/Instrument | Design | Grant/Terms | Vesting/Settlement |
|---|---|---|---|
| RSUs (non-employee directors) | Fixed-value annual grant | $195,000 on 04/11/2024; 3,336 units at $58.46 | Vest in 2 years; settle post-separation; dividends in cash equivalents during vesting |
2024 Director Compensation (Yohannes)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $133,750 |
| Stock Awards | $195,023 |
| Option Awards | — |
| Non-Equity Incentive Plan Comp | — |
| All Other Compensation | — |
| Total | $328,773 |
Other Directorships & Interlocks
| Company | Capacity | Since | Interlock/Conflict Considerations |
|---|---|---|---|
| Xcel Energy Inc. | Director | 2017 | Dow notes certain ordinary-course transactions with companies where directors serve as officers/directors; Board reviewed such relationships and deemed amounts not material (each < $1,000,000 or <2% of revenues, or ordinary course). |
- Related person transactions policy: Corporate Governance Committee reviews/approves related person transactions; directors recuse where interested; only approved if in Dow’s best interests.
Expertise & Qualifications
- Finance, governance, and risk management expertise; prior CEO experience and public policy/international trade/economic development insights; strong interest in environmental and social issues.
- Audit Committee financial expertise designation (Board determined all Audit members are financial experts).
Equity Ownership
| Measure (as of Feb 7, 2025) | Shares/Status |
|---|---|
| Current Shares Beneficially Owned | 1,723 |
| Rights to Acquire by April 8, 2025 (incl. vested RSUs deferred, etc.) | 14,209 |
| Total Beneficial Ownership | 15,932 |
| % of Shares Outstanding | <1% |
| Shares Pledged as Collateral | None; company policy prohibits pledging/hedging; table notes none pledged |
Outstanding Director Equity Awards (Unvested) – Dec 31, 2024
| Grant Date | RSUs Unvested (#) | Market Value (USD) |
|---|---|---|
| 04/11/2024 | 3,336 | $133,874 (at $40.13) |
| 04/13/2023 | 3,339 | $133,994 (at $40.13) |
- Director ownership guideline: 5x annual cash retainer; five-year compliance window; all directors currently meet guideline except Ms. DeVard (still within window) — implies Yohannes is compliant.
- Anti-hedging/anti-pledging: Prohibited for directors/executive officers.
Governance Assessment
- Strengths for investor confidence: Independent director; Audit Committee member with “financial expert” designation; strong attendance culture (all directors attended all regular Board meetings and >75% overall); director equity and robust stock ownership guideline with compliance; no pledging; service-based RSUs avoid performance-metric gaming.
- Compensation mix and alignment: 2024 compensation was primarily equity and fixed retainer (no options, no performance pay for directors); annual director equity grants vest over two years and settle upon separation, aligning long-term orientation.
- Conflicts/related-party exposure: Board annually reviews related relationships; transactions, if any, deemed immaterial and in ordinary course; Related Person Transaction policy requires independent review/approval and recusal. No shares pledged. No director-specific red flags disclosed.
RED FLAGS: None disclosed for Yohannes on independence, attendance, pledging/hedging, or related-party transactions.