Debra Bauler

About Debra Bauler

Chief Information & Digital Officer (CIDO) of Dow. She joined Dow in February 2023 as VP of Global IT and was subsequently appointed CIDO, leading global IT and digital strategy and serving on the company’s Leadership Team; prior to Dow she spent ~28 years at Cargill in divisional CIO and global SAP leadership roles; earlier roles include Target and software engineering. Education: BS in Business Computer Information Systems (St. Cloud State University) and Executive Education at Harvard Business School . Company context: 2024 sales of ~$43B; shareholder support for executive pay at 2025 AGM was 92%. Company TSR profile during 2020–2024 and pay-versus-performance disclosures are below .

Company performance (for context during her tenure and prior):

Past Roles

External Roles

• None disclosed on Dow’s leadership profile (no public-company board seats noted) .

Fixed Compensation

• Individual base salary, target bonus, and actual annual bonus for Bauler are not separately disclosed (Dow’s Summary Compensation Table includes only NEOs) .

Performance Compensation

Annual cash incentive – “Performance Award” (company program applicable to executive officers):

• Metrics: Operating EBIT (non‑GAAP), Free Cash Flow (non‑GAAP), and “Ambition” metrics (customer experience, safety/World Leading Operations index, inclusion) .
• Payout features: 0–200% range; cap Ambition at 100% if Operating EBIT and FCF are below threshold .
• 2024 company component payout outcome: 45% (Committee applied discretion to align payout for all eligible employees) .

Long-term incentive (LTI) design (executive officers):

• 2024 award mix: PSUs 65%, Stock Options 20%, RSUs 15% .
• PSU metrics and mechanics: Operating ROC and Cumulative Cash from Operations (80% weight combined), Relative TSR modifier, and Carbon Emissions Reduction (20%); overall capped at 200% .
• Governance enhancements: For 2025–2027 PSUs, Relative TSR modifier capped at 100% if Absolute TSR is negative; Ambition component capped at 100% if financial metrics below threshold .
• Recent PSU cycle result: 2022–2024 PSU program paid at 40% of target .

Vesting schedules (program terms):

• Stock options: generally vest 1/3 per year over 3 years; 10‑year term .
• RSUs: generally vest and deliver after 3 years .
• PSUs: 3‑year performance period with delivery after the period (e.g., 2/15/2024 grants deliver in 2/2027; 2/13/2025 grants deliver in 2/2028) .

Illustrative incentive design table (program-level)

Equity Ownership & Alignment

• Stock ownership guidelines for executive officers: 4x base salary (CEO 6x); five years to comply; if not met by year 5, must retain 75% of net shares from RSU/PSU vests and option exercises. RSUs count; PSUs and stock options (vested/unvested) do not count .
• Anti‑hedging/anti‑pledging: Prohibited for directors and executive officers .
• Clawback policy: Global clawback adopted Dec 1, 2023, mandating recovery of erroneously awarded incentive compensation for the three fiscal years preceding a required accounting restatement; broader misconduct clawback available (covers performance- and service-based equity) .
• Beneficial ownership: Dow’s proxy lists NEOs/directors individually; executive officers as a group own ~0.50% (23 persons); no pledging disclosed for listed individuals. Bauler’s individual holdings are not separately disclosed in the proxy .

Employment Terms

• Severance (involuntary without cause): Lump-sum equal to two weeks per year of service (capped at 18 months) under U.S. Severance Plan plus six months base salary under Executive Severance Supplement; outplacement/financial planning up to $30,000; 18 months health and welfare benefits at active rates if eligible .
• Change-in-control (CIC): No individual CIC severance agreements with executive officers; double‑trigger equity acceleration (full vesting if involuntarily terminated without cause within 24 months post‑CIC). LTI acceleration values in proxy illustrate treatment; PSUs assumed at target for estimation .
• Retirement/Death/Disability equity treatment: Vesting/delivery generally follow original schedules with prorating rules; committee amended future LTI to allow full vesting of grants made in same year as death/disability; detailed treatment per instrument summarized in proxy .
• Deferred compensation: Elective Deferral Plan allows deferral of up to 75% of base and 100% of Performance Award; Dow matches 5% and provides additional 4% non‑elective contribution (effective Jan 1, 2024) on eligible compensation above the 401(a)(17) limit or deferrals, with investment options including a fixed‑income formula fund .

Investment Implications

• Pay-for-performance alignment: Bauler’s incentives are governed by Dow’s enterprise design tying annual bonuses to Operating EBIT, FCF and Ambition metrics, and LTI to ROC and cash generation with TSR and carbon reductions—tilting rewards toward cash discipline and capital efficiency. Negative-TSR caps and Ambition caps tighten alignment and reduce windfall risk in weak markets .
• Retention and selling pressure: Three‑year cliff RSUs/PSUs and 1/3 annual option vesting create recurring February vesting cycles (based on recent grant calendars), which can concentrate liquidity windows; ownership guidelines and 75% post‑vest retention if not in compliance temper near‑term selling, mitigating overhang .
• Governance/controls: Anti‑hedge/pledge prohibitions, robust clawback, no CIC cash contracts, and no option repricing without shareholder approval reduce governance risk and investor misalignment .
• Shareholder sentiment: 92% Say‑on‑Pay support in 2025 indicates broad investor acceptance of the current compensation framework, reducing headline risk around pay design while the company pursues its Decarbonize & Grow investments .
• Execution lens: As CIDO, Bauler’s value creation levers center on digital/IT execution supporting cash generation and ROC improvements embedded in incentive plans; investors should track delivery against operational digitalization, cybersecurity resilience, ERP/analytics ROI, and support for major capital programs (e.g., Path2Zero) that inform the Operating EBIT/FCF/ROC metrics dominating payouts .

Notes: Where individual executive officer (non-NEO) details are not disclosed in the proxy, program-level terms are presented. Monitor Form 4 filings for award grants/transactions to refine vesting calendars and selling pressure analysis.

Citations:

• Biography and roles: Dow Leadership profile; The Org profile .
• Company sales 2024 and AGM results: Dow press release (April 10, 2025) ; AGM 8‑K results (April 15, 2025) .
• Compensation design, metrics, vesting, clawback, ownership guidelines, severance/CIC: Dow 2025 Proxy Statement (DEF 14A) .
• Pay-versus-performance TSR data: Dow 2025 Proxy Statement (DEF 14A) .