Debra L. Dial
DOWAbout Debra L. Dial
Debra L. Dial, age 64, is an independent director of Dow Inc. and has served on the Board since 2021; she sits on the Audit Committee and the Environment, Health, Safety & Technology (EHS&T) Committee . She is the former Senior Vice President, Chief Accounting Officer, and Controller of AT&T Inc. with over 25 years of experience in financial reporting, accounting policy, capital allocation, M&A integration, cost transformation, SEC reporting (including climate-related disclosures), enterprise risk management, and investor relations; she previously spent ten years in KPMG’s audit practice . The Board has determined all Audit Committee members, including Ms. Dial, are “financially literate” and “audit committee financial experts” under applicable standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Senior Vice President & Controller | 2016–2023 | Oversaw SEC reporting incl. climate disclosures; capital allocation; governance; long-term financial planning; ERM; investor relations support |
| AT&T Inc. | Chief Accounting Officer | 2022–2023 | Led accounting policy and external reporting |
| AT&T Inc. | VP Finance, AT&T Capital Management; CFO for AT&T CIO/CTO | Various (post-1996) | Capital allocation; budgeting; governance; technology finance |
| KPMG | Audit practice | ~1986–1996 (ten years) | Public company auditing; progressed through increasing responsibility |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Booz Allen Hamilton Holding Corporation | Director | Since Jan 2025 |
| Hubbell Incorporated | Director | Since 2023 |
Board Governance
- Independence: The Board determined Ms. Dial is independent under NYSE and Dow’s Corporate Governance Guidelines .
- Committee assignments: Audit Committee (9 meetings in 2024; all members deemed audit committee financial experts) and EHS&T Committee (4 meetings in 2024) .
- Attendance: In 2024, the Board held 6 regular and 2 special meetings; committees held 23 meetings. All directors attended more than 75% of Board and committee meetings, and all directors attended all six regular Board meetings; average overall attendance exceeded 99% .
- Executive sessions: Six executive sessions of independent directors were held in 2024, led by the Independent Lead Director .
- Other boards policy: Independent directors may serve on ≤4 public company boards; the Governance Committee reviews compliance annually .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Detail |
|---|---|---|
| Cash Fees (2024 actual) | $133,750 | Paid in quarterly installments; may include pro-rata effects of April 2024 retainer increase |
| Standard Annual Cash Retainer (rate as of 12/31/2024) | $135,000 | Increased by $5,000 in April 2024 |
| Chair/Lead Director Cash Retainers (context) | Audit Chair $30,000; Comp Chair $25,000; Other Chairs $20,000; Lead Director $40,000 | Ms. Dial is not a chair/lead director |
Performance Compensation (Director Equity)
| Equity Element | Grant Detail | Vesting/Payout | Notes |
|---|---|---|---|
| Annual RSU Grant (2024) | 3,336 RSUs granted on Apr 11, 2024; grant date fair value $195,023 | RSUs vest on the 2nd anniversary of grant; settle in shares following separation (or deferred per election); dividend equivalents paid quarterly during vesting | Value based on $58.46 closing price on grant date |
| Options/Performance-linked equity | None | N/A | Directors receive time-based RSUs; no performance metrics tied to director equity |
Performance metrics table (directors):
| Metric Type | Applies to Director Pay? | Source |
|---|---|---|
| Financial/ESG metrics (Revenue, EBITDA, TSR, carbon) | No (director equity is time-based RSUs) | Proxy Director Compensation section |
Other Directorships & Interlocks
| Company | Intersection Type | Potential Conflict Notes |
|---|---|---|
| Booz Allen Hamilton Holding Corporation | External public board seat | Dow’s Governance Guidelines cap board seats and require advance notice; Governance Committee reviews annually . Proxy notes transactions with companies where directors/officers have roles are immaterial and in ordinary course (aggregate policy threshold: < $1,000,000 or <2% of revenues) . |
| Hubbell Incorporated | External public board seat | Same governance oversight and related-party transaction policy applies . |
Expertise & Qualifications
- Senior finance executive with deep expertise in financial reporting, accounting policy, SEC disclosure (including climate-related), capital allocation, ERM, and investor relations from AT&T; earlier public audit experience at KPMG .
- Recognized by the Board as audit committee financial expert; brings strategic insights into cost transformation, M&A valuation, and long-term planning relevant to Dow’s risk and reporting oversight .
- Technology and cybersecurity oversight exposure through AT&T finance/technology roles and Dow Board’s cybersecurity program overseen by Audit Committee .
Equity Ownership
| Ownership Category (as of Feb 7, 2025) | Amount | % Outstanding |
|---|---|---|
| Current shares beneficially owned | 2,700 | <1% (*) |
| Rights to acquire (vested RSUs/other within window) | 5,768 | <1% (*) |
| Total beneficial ownership | 8,468 | <1% (*) |
| Shares pledged as collateral | None | — |
| Director ownership guideline | 5x annual cash retainer; compliance required within 5 years of joining | — |
| Compliance status | All directors met guideline except Ms. DeVard; implies Ms. Dial is compliant | — |
Outstanding Director RSU Awards (unvested at 12/31/2024):
| Grant Date | Units Unvested | Market Value (12/31/2024 close $40.13) |
|---|---|---|
| Apr 11, 2024 | 3,336 | $133,874 |
| Apr 13, 2023 | 3,339 | $133,994 |
Insider Trades (alignment signal):
| Transaction Date | Type | Shares | Price | Approx. Value | Post-Trade Holdings |
|---|---|---|---|---|---|
| Feb 7, 2025 | Open-market purchase | 675 | $38.81 | $26,197 | 2,700 common shares (beneficial) |
Governance Assessment
- Board effectiveness: Ms. Dial strengthens financial reporting oversight as an Audit Committee member and designated financial expert; the Audit Committee oversees external reporting, internal controls, ESG reporting framework, cybersecurity, tax strategy, and compliance, which aligns with her AT&T/KPMG background .
- Independence and engagement: She is independent, serves on two committees, and participated in a year with very high director attendance (>99% average); all directors attended all six regular meetings, supporting board diligence .
- Ownership alignment: She holds common shares and receives time-based RSUs; directors must meet a 5x retainer stock ownership guideline, with the proxy affirming all directors other than Ms. DeVard are compliant—indicating Dial’s guideline compliance and alignment; hedging/pledging is prohibited .
- Compensation structure: Director pay is balanced between cash retainer and time-based RSUs with dividend equivalents; no options and no performance-linked director equity, limiting pay-for-performance concerns but maintaining alignment via ownership requirements .
- Conflicts/related-party exposure: The Governance Committee oversees related person transactions; the proxy reports that transactions involving companies where directors/officers or their families have roles were immaterial and in the ordinary course, with formal approval/ratification procedures—no specific issues highlighted for Ms. Dial .
- Shareholder sentiment context: Dow received 92% support on say-on-pay in 2024, reflecting broader investor confidence in governance and compensation practices overseen by the Board and its committees .
Bold RED FLAGS: None disclosed specific to Ms. Dial (no pledging; independent; strong attendance; immaterial related-party transactions at the company level) .