Jerri DeVard
Director at DOW
Board
About Jerri DeVard
Independent director at Dow since 2022; age 66. Senior marketing executive with 30+ years at global brands (Office Depot, ADT, Nokia, Verizon, Citibank, Revlon) and founder/CEO of Black Executive CMO Alliance (BECA). Serves on Dow’s Audit and Environment, Health, Safety & Technology (EHS&T) Committees; classified independent under NYSE and Dow guidelines. All directors attended all six regular Board meetings in 2024, with overall meeting attendance >99% and six executive sessions held, underscoring engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot, Inc. | EVP & Chief Customer Officer; Chief Marketing Officer | 2018–2020; joined 2017 | Led customer and marketing strategy at a public company |
| The ADT Corporation | SVP & Chief Marketing Officer | 2014–2016 | Drove integrated marketing, e-commerce and customer engagement |
| Nokia Corporation | EVP & Chief Marketing Officer | Not disclosed | Global brand management experience |
| Verizon Communications; Citibank N.A.; Revlon; Harrah’s Entertainment; Minnesota Vikings; The Pillsbury Company | Senior marketing roles | Not disclosed | Consumer, digital, brand and end-user market expertise |
| DeVard Marketing Group | Principal | Not disclosed | Digital and multicultural branding strategy |
| Focus Impact Acquisition Corp. | Director | 2021–Jan 2022 | SPAC governance experience |
| ServiceMaster | Director | 2016–2018 | Public company board experience |
External Roles
| Company/Organization | Role | Since | Notes |
|---|---|---|---|
| Cars.com Inc. | Director | 2017 | Current public company directorship |
| Root, Inc. | Director | 2020 | Current public company directorship |
| Under Armour Inc. | Director | 2017 | Current public company directorship |
| Black Executive CMO Alliance (BECA) | CEO & Founder | Not disclosed | Industry leadership, talent pipeline |
Board Governance
- Committee memberships: Audit; EHS&T .
- Audit Committee roster and responsibilities include external reporting, internal controls, risk oversight (including cybersecurity) and ESG reporting assurance; all members are financially literate and “audit committee financial experts” per listing standards .
- EHS&T Committee oversees environmental performance, safety, sustainability, public policy, corporate citizenship, and science/technology; reviews political contributions and lobbying disclosures .
- Independence: DeVard is independent; all members of Audit, Compensation & Leadership Development, Corporate Governance, and EHS&T Committees are independent .
- Attendance and engagement: Six regular Board meetings and two special meetings held in 2024; all directors attended all six regular meetings; average special-meeting attendance 96%; average overall attendance >99%; six executive sessions led by the Lead Independent Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $133,750 | Paid quarterly; eligible for deferral into Dow’s Director Deferred Compensation Plan |
| Annual Board Cash Retainer (rate as of 12/31/2024) | $135,000 | Rates increased by $5,000 in April 2024 |
| Committee Chair Retainers (rate) | Audit: $30,000; Comp: $25,000; Other Chairs: $20,000 | DeVard is not a chair |
| Lead Director Retainer (rate) | $40,000 | Applies to Lead Director |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Value | Vesting | Dividends | Settlement |
|---|---|---|---|---|---|---|
| RSUs (annual Director award) | 04/11/2024 | 3,336 | $195,000 (at $58.46 grant price) | Vest on 2nd anniversary | Quarterly equivalents during vesting | Shares settle after separation or per deferral election |
| RSUs (outstanding) | 04/11/2024 | 3,336 unvested; MV $133,874 | $133,874 (at $40.13 YE close) | Time-based | Yes | Post-separation |
| RSUs (outstanding) | 04/13/2023 | 3,339 unvested; MV $133,994 | $133,994 (at $40.13 YE close) | Time-based | Yes | Post-separation |
Director awards are time-based RSUs only; no performance metrics (e.g., TSR or EBITDA hurdles) are disclosed for non-employee Director equity awards .
Other Directorships & Interlocks
| Company | Relationship to Dow | Potential Interlock/Conflict Commentary |
|---|---|---|
| Cars.com; Root; Under Armour | Customer/supplier relationships not disclosed | Board policy reviewed related transactions and determined amounts immaterial; purchases/sales with companies employing directors/officers were under $1,000,000 or <2% of consolidated gross revenues, in ordinary course . Related Person Transactions must be approved per written policy; directors recuse if implicated . |
Expertise & Qualifications
- Strategic, operational and financial aspects of integrated and online marketing; e-commerce, brand management, customer engagement; risk management and governance in consumer products and digital transformation .
- Audit Committee designated all members as financially literate and audit committee financial experts, supporting oversight credibility despite primary marketing background .
- Founder of BECA, indicating leadership in talent development and inclusion—aligned with Dow’s governance and culture priorities .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Current Shares Beneficially Owned | 0 | None pledged; hedging/pledging prohibited company-wide |
| Rights to Acquire Beneficial Ownership (through 04/08/2025) | 2,902 | Includes vested RSUs/PSUs and director RSUs that vest and settle post-separation |
| Unvested RSUs Outstanding | 3,336 (2024 grant) | Vest on 04/11/2026; dividends during vesting |
| Unvested RSUs Outstanding | 3,339 (2023 grant) | Vest on 04/13/2025; dividends during vesting |
| Director Ownership Guideline | 5× annual cash retainer | Must be met within 5 years of joining board |
| Compliance Status | Not yet compliant; expected to be within 5-year window | As of 12/31/2024 |
Governance Assessment
- Independence and committee roles: Independent; sits on Audit and EHS&T—two high-impact committees for investor confidence (financial reporting, risk, sustainability, public policy) .
- Attendance and engagement: Board met 31 times across Board/committees; all directors attended all six regular Board meetings and >99% overall—strong engagement signal .
- Ownership alignment: Not yet meeting 5× retainer guideline; acceptable grace period (5 years) but watch for progress—alignment risk mitigated by annual RSU grants and dividend equivalents; hedging/pledging prohibited (alignment positive) .
- Compensation structure: Director pay is median-targeted versus peer group; cash retainer + time-based RSUs; no options or performance-conditioned awards—typical for directors; no tax gross-ups or option repricing under stock plans (shareholder-friendly) .
- Related-party and interlocks: Board reviewed transactions with companies tied to directors/officers and found amounts immaterial/ordinary course; robust Related Person Transaction policy reduces conflict risk .
- Shareholder signals: Say-on-pay support at 92% in 2024 indicates broad investor approval of compensation practices (broader governance environment positive) .
RED FLAGS / Watch items
- Ownership guideline shortfall: DeVard not yet at 5× retainer; monitor accumulation toward compliance before April 2027 (5-year window from 2022 joining) .
- Multiple board commitments: Currently on three other public company boards; remains within Dow policy (≤4 boards incl. Dow), but continued workload should be monitored for Audit Committee demands .
Positive signals
- Audit Committee “financial expert” designation for all members; strong oversight credentials .
- High attendance and active executive sessions; strong independent oversight culture .
- Clear ESG and sustainability oversight via EHS&T; alignment with Dow strategy and disclosure rigor, including political spending oversight .