Jeffrey L. Tate
Chief Financial Officer at DOW
Executive
About Jeffrey L. Tate
Jeffrey L. Tate is Chief Financial Officer of Dow Inc., appointed effective November 1, 2023, after rejoining Dow from Leggett & Platt where he served as EVP & CFO (2019–2023). He is a CPA with a B.S. in Accounting from the University of Alabama, and previously held senior finance roles at Dow including VP Finance for Packaging & Specialty Plastics, Corporate Auditor, Finance Director (PM & PP), and Director of Investor Relations . In 2024 under the leadership team that includes Tate, Dow delivered approximately $43B net sales, $2.6B Operating EBIT and $5.5B Operating EBITDA; the year’s Annual Performance Award company payout was 45%, with Tate’s individual CFO payout at 41% of target, reflecting a challenging macro backdrop and disciplined execution on funding, portfolio, and investor engagement priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leggett & Platt | Executive Vice President & Chief Financial Officer | 2019–2023 | External CFO experience; brings capital markets perspective back to Dow |
| Dow | VP Finance, Packaging & Specialty Plastics | 2017–2019 | Finance leadership in Dow’s largest segment |
| Dow | Corporate Auditor (Chief Audit Executive) | 2012–2017 | Led global internal audit and investigations |
| Dow | Finance Director, Performance Materials & Performance Plastics | 2009–2012 | Segment finance leadership |
| Dow | Director, Investor Relations | 2006–2009 | Capital markets and investor engagement |
| Dow | Various finance/operating roles; joined Dow | From 1992 | 27 years prior Dow service before 2019 departure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Huntington Bancshares (NASDAQ: HBAN) | Director | Current | Public company board service |
| PCAOB Standing Advisory Group | Member (prior) | n/a | Accounting standards advisory experience |
Fixed Compensation
Multi-year cash compensation and LTI targets (most recent disclosed):
| Item | 2023 (on appointment) | 2024 |
|---|---|---|
| Base Salary ($) | $895,000 (effective upon CFO appointment) | $930,800 (4% increase) |
| Target Bonus (% of Salary) | 110% | 110% |
| Annual Target Bonus ($) | Pro-rated for 2023 | $1,023,880 |
| Actual Annual Bonus Payout ($) | Pro-rated; not disclosed | $414,671 (41% of target) |
| Annual LTI Target ($) | $3.7M anticipated grant in Feb 2024 | $3,922,000 (Target LTI in 2024) |
| One-time Cash Bonus | $250,000 (retention; paid if employed through Mar 2024) | — |
| One-time RSU Grant | $3.5M RSUs, vesting on 3rd anniversary of grant date (10/24/2023) | — |
Performance Compensation
Annual bonus plan design (Company metrics and Ambition composite); PSU program metrics and outcomes:
| Metric / Program | Weighting | Target (as disclosed) | Actual/Payout | Vesting/Measurement |
|---|---|---|---|---|
| Operating EBIT (Annual Bonus) | n/a disclosed | Target goals set vs plan; lower vs prior year actuals | Company component 45% payout | 1-year fiscal performance |
| Free Cash Flow (Annual Bonus) | n/a disclosed | As defined; after capex | Company component 45% payout | 1-year fiscal performance |
| Ambition Composite (Customer, Sustainability/WLO, Inclusion) – Annual Bonus | n/a disclosed | Quantified sub-metrics retained | Included within the 45% company component | 1-year fiscal performance |
| CFO Individual Factor – Annual Bonus | — | Committee assessment | 90% individual factor; total payout 41% of target for CFO | Applies to final bonus determination |
| PSUs: Operating ROC (Financial) | Part of 80% Financial | Three-year targets set by Committee | 2022–2024 PSU Program: overall 40% payout | 3-year performance; 2022–2024 cycle |
| PSUs: Cumulative Cash from Operations (Financial) | Part of 80% Financial | Three-year cumulative target | 2022–2024 PSU Program: overall 40% payout | 3-year performance |
| PSUs: Relative TSR Modifier | Modifier | 75%–125% based on quartile; capped at 100% if Absolute TSR negative (2025–2027) | Applied as modifier; design cap added for negative TSR | 3-year performance |
| PSUs: Carbon Emissions Reduction (Ambition) | 20% | Average Scope 1 & 2 reduction over period (from 2024–2026 onward) | Included in overall PSU payout; Ambition cap at 100% if financial metrics below threshold (2025–2027) | 3-year performance |
CFO-specific 2024 annual bonus determination:
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Company Component % | Individual Factor % | Total Payout % | Actual Payout ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 930,800 | 110% | 1,023,880 | 45% | 90% | 41% | 414,671 |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CFO requirement 4x base salary; status “4x” (meets guideline). Hedging and pledging of Company stock prohibited .
- Clawback: Global compensation clawback adopted December 1, 2023; applies to current/former executive officers for restatements and misconduct .
- Beneficial Ownership: 397 shares beneficially owned; less than 1% of outstanding; none of the reported shares are pledged .
- Ownership context: Shares outstanding at 2/14/2025 were 705,764,456 .
Outstanding and recent equity awards (as of 12/31/2024):
| Grant Date | Award Type | Units/Shares | Terms / Vesting | Strike | Expiration | Reference |
|---|---|---|---|---|---|---|
| 10/24/2023 | RSUs (one-time) | 68,972 | Vests on 3rd anniversary (10/24/2026) | — | — | |
| 02/15/2024 | PSUs (2024–2026 cycle target) | 46,210 | 3-year performance; delivery Feb 2027 | — | — | |
| 02/15/2024 | RSUs (annual) | 10,670 | Vests after 3 years (02/15/2027) | — | — | |
| 02/15/2024 | Stock Options | 71,710 | Vest 1/3 per year (2025–2027) | $55.17 | 02/15/2034 |
Vesting calendar and potential selling pressure:
| Date | Award | Shares | Notes |
|---|---|---|---|
| 10/24/2026 | RSUs (one-time grant) | 68,972 | Full vest scheduled; potential selling window upon settlement |
| 02/15/2025–2027 | Options | ~23,903 per tranche | Options vest in three equal annual installments; 10-year term |
| 02/15/2027 | RSUs (annual grant) | 10,670 | 3-year service vest |
| 02/2027 (est.) | PSUs (2024–2026) | 46,210 target | Deliverable subject to performance & modifiers |
Additional alignment and retirement benefits:
- Deferred Compensation (EDP): 2024 executive contribution $90,808; aggregate year-end balance $93,494 .
- Pension/SERP present values (12/31/2024): DEPP $1,152,527; ESRP $1,394,900; nonqualified pension in-pay offsetting future nonqualified accruals (commenced at 2019 departure) .
- Ownership guideline counting: Service-vesting RSUs count; PSUs and options do not .
Employment Terms
- Appointment & Tenure: Elected CFO effective November 1, 2023; rehired by Dow October 24, 2023 .
- Standard Plans: Eligible for U.S. Severance Plan and Executive Severance Supplement; no individual change-in-control agreement (Dow policy) .
- Severance mechanics: Two weeks per year of service (capped at 18 months) plus 6 months base salary; health benefits at active rates for 18 months if retiree medical eligible; outplacement and financial/tax planning up to $30,000 .
- CIC (“double trigger”) equity: Awards fully vest upon involuntary termination without cause within 24 months following a CIC; no single-trigger; PSUs assume target in tabulations .
Potential payouts (had the event occurred 12/31/2024):
| Scenario Component | Amount ($) |
|---|---|
| Severance (involuntary, without cause) | 1,482,120 |
| Health & Welfare Benefits (18 months) | 50,544 |
| Outplacement & Financial Planning | 30,000 |
| Double-Trigger CIC: LTI Acceleration | 5,037,720 |
| Double-Trigger CIC: Increase PV of Pension | 112,289 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid at 41% of target for CFO reflects disciplined linkage to Operating EBIT, Free Cash Flow, and Ambition metrics (company component 45%), while PSU design ties 80% to financial metrics with TSR and decarbonization overlays; recent PSU cycle (2022–2024) paid at 40% signaling rigor in long-term targets .
- Near-term sell/settlement overhang: A sizable one-time RSU grant (68,972) vests October 2026, with additional 2024 RSUs vesting February 2027 and annual option vesting through 2027—potentially elevating insider selling windows in 2H26–1H27, subject to trading policies and personal diversification needs .
- Alignment and safeguards: CFO meets 4x salary ownership guideline; hedging/pledging prohibited; global clawback in place—reducing governance risk around misalignment and misconduct .
- Retention risk: Competitive package includes sizable ongoing LTI target ($3.922M) and unvested RSUs/PSUs that incentivize multi‑year retention through 2026–2027; standard severance and double‑trigger CIC protections without excise tax gross‑ups are market‑aligned .
- Shareholder sentiment: Say‑on‑Pay garnered 92% support in 2024, suggesting investor acceptance of plan design and outcomes .
Additional context: 2024 company results (~$43B net sales, $2.6B Operating EBIT, $5.5B Operating EBITDA) and CFO‑specific achievements (green bond, infrastructure asset monetization, M&A execution, and #1 IR rankings) support credibility of execution during a cyclical trough .
Say‑on‑Pay, Peer Group, and Policies (Selected)
- Say‑on‑Pay 2024 approval: 92% .
- Compensation benchmarking: Target each component at peer median; 2024 peer set disclosed and refreshed for 2025 (adds BMY, Ecolab, PPG, Sherwin‑Williams; removes Eli Lilly, J&J, PepsiCo, P&G) .
- Key policies: No CIC agreements; no excise tax gross‑ups; anti‑hedging/anti‑pledging; stock incentive plan prohibits repricing/reload/exchange without shareholder approval .
Notes and References
- Company performance and highlights ; Operating EBITDA reconciliation .
- Annual bonus design, targets and payouts .
- PSU design and cycle outcomes .
- CFO compensation tables and grants .
- Beneficial ownership and shares outstanding .
- Ownership guidelines, anti‑hedging/pledging, and clawback .
- Employment terms and potential payouts .
- Appointment history, education, and external roles .