Jeff M. Fettig
DOWAbout Jeff M. Fettig
Independent director of Dow Inc.; age 68; Director since 2003. Former Chairman and CEO of Whirlpool Corporation (Chairman 2004–2018; CEO 2004–2017) with deep expertise in global manufacturing, branded consumer products, governance, strategy, and risk oversight. Current committee roles: Chair of the Compensation and Leadership Development Committee; member of the Corporate Governance Committee; determined independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | Chairman and Chief Executive Officer | Chairman 2004–2018; CEO 2004–2017 | Led global manufacturing and branded consumer products; governance and strategy oversight |
| The Dow Chemical Company / DowDuPont Inc. | Director | TDCC Director Dec 2003–Sep 2017; DowDuPont Director Sep 2017–Apr 2019 | Experience through transformation into current Dow; board-level governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Sherwin-Williams Co. | Director | 2019 | Public company board experience; potential value-chain adjacency (no specific RPT disclosed) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE/SEC and Dow Guidelines |
| Committees | Compensation & Leadership Development Committee – Chair; Corporate Governance Committee – Member |
| Committee meeting counts (2024) | Compensation & Leadership Development: 5 meetings; Corporate Governance: 5 meetings |
| Attendance | All directors attended all 6 regular Board meetings; overall attendance >99%; all directors attended April 11, 2024 annual meeting |
| Executive sessions | Six independent director executive sessions led by the Lead Independent Director in 2024 |
| Lead Independent Director | Richard K. Davis, with defined authority (agenda-setting, liaison, executive sessions) |
Fixed Compensation
| Component | Annual Rate | 2024 Actual (Fettig) |
|---|---|---|
| Board cash retainer | $135,000 | $157,500 cash fees earned in 2024 (reflects role-based/proration) |
| Committee chair retainer (Compensation & Leadership Development) | $25,000 | Included in fees earned |
| Other committee chair retainer | $20,000 | N/A (not applicable to Fettig) |
| Lead Director retainer | $40,000 (not applicable to Fettig) | N/A |
• In April 2024, the Board increased the annual cash retainer and certain chair retainers by $5,000 based on peer median review and consultant input .
Performance Compensation
| Award Type | Grant Date | Units | Grant-date Fair Value | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Annual RSUs (non-employee directors) | Apr 11, 2024 | 3,336 | $195,000 program value; $195,023 accounting value (Fettig) | Vest on 2nd anniversary of grant | Shares settle following separation (or permitted deferred date) | Quarterly cash equivalents equal to common dividends |
• Deferred compensation: Directors may defer fees into hypothetical accounts (incl. phantom Dow stock) and may elect RSU settlement deferral to 5/10/15 years; payouts occur per elected schedule (post-separation/age 72 triggers) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation committee interlocks | None; 2024 committee members were not Company officers; no executive officer served on boards/comp committees of entities with reciprocal executive overlap |
Expertise & Qualifications
• Corporate governance, international operations, manufacturing, marketing/brand, sales/distribution, consumer dynamics; strategic priorities and ERM oversight .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (incl. vested RSUs settling later) | Total | % Outstanding | Pledging |
|---|---|---|---|---|---|
| Jeff M. Fettig | 68,436 | 14,209 | 82,645 | <1% | None pledged |
Outstanding unvested director RSUs (as of Dec 31, 2024):
| Grant Date | Unvested RSUs | Market Value (Dec 31, 2024, $40.13/sh) |
|---|---|---|
| Apr 11, 2024 | 3,336 | $133,874 |
| Apr 13, 2023 | 3,339 | $133,994 |
Stock ownership guidelines:
• Directors must hold at least 5x annual cash retainer; five-year compliance window. All directors met the guideline except Ms. DeVard (still within window), implying Fettig is compliant .
• Hedging/pledging of Dow securities is prohibited for directors and executive officers .
Governance Assessment
Positive signals:
- Independent, long-tenured director with deep operating experience; chairs the Compensation & Leadership Development Committee, central to pay-for-performance alignment and succession planning .
- High board engagement: universal attendance at regular meetings; overall attendance >99%; robust use of executive sessions and defined Lead Independent Director authority .
- Ownership alignment through material shareholdings, annual RSUs, and director ownership guidelines compliance; anti-hedging/pledging policy strengthens alignment .
Compensation structure:
- Mixed cash/equity design targets peer median; modest increases to cash retainer, chair retainers, and equity in 2024, reflecting benchmarking rather than discretionary windfalls .
- No options or non-equity incentives for directors; RSUs are service-vested, avoiding complex performance metric gaming for directors .
Conflicts/related-party exposure:
- Dow reports some ordinary-course transactions with companies where directors/officers may serve; Corporate Governance Committee reviewed amounts and determined they were not material (below $1,000,000 or 2% of revenues; or ordinary-course). No director-specific related party transaction disclosed for Fettig .
RED FLAGS:
- None disclosed regarding attendance shortfalls, hedging/pledging, related-party transactions, or compensation anomalies. Note: extended tenure (since 2003) warrants ongoing refreshment monitoring, though Dow has board refresh practices and mandatory retirement at 75 .
Shareholder context:
- 2024 Say-on-Pay support at 92%, indicating investor confidence in compensation governance; Compensation Clawback Policy in place and overseen by Fettig’s committee .