John M. Sampson
Senior Vice President, Operations, Manufacturing & Engineering at DOW
Executive
About John M. Sampson
Senior Vice President, Operations, Manufacturing & Engineering at Dow Inc.; age 65; leads the global Operations organization (>20,000 employees), sits on Dow’s Leadership Team, and is accountable for productivity, safety, reliability, and execution of major projects (e.g., Fort Saskatchewan Path2Zero) . He began his Dow career in 1983, departed with the 2015 chlorine assets sale, and rejoined on Oct 1, 2020; pension disclosures reflect 3.3 credited years since rehire . Company performance context for pay: 2024 net sales ≈$43B, net income $1.2B, Operating EBIT $2.588B, Operating EBITDA $5.482B, cash from operations $2.903B; 2024 cumulative TSR value (hypothetical $100 at 12/31/2019) was $95 . 2024 say‑on‑pay support was 92% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dow Inc. | Senior Vice President, Operations, Manufacturing & Engineering | 2020–present | Leads global Operations; delivered industry-leading safety (fatality-free in 2024), reduced high-severity injuries, increased production rates, and advanced Path2Zero construction (1.3M hours, zero major incidents) . |
| The Dow Chemical Company (legacy) | Various operations leadership roles (prior to chlorine assets sale) | 1983–2015 | Departed with chlorine assets sale in 2015; service prior to 2015 not restored upon rehire (pension context) . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Unspecified (non‑Dow board) | Director (implied by non‑Dow board travel) | Not disclosed | Proxy notes Sampson’s “use of Company aircraft for non‑Dow board travel” (entity not named) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | 740,234 | 778,114 | 829,108 |
- Base salary rate at year-end 2024: $837,538 (+7% vs $782,746 in 2023) .
- Perquisites and other: 2024 “All Other Compensation” $349,711, including $231,826 for aircraft/non‑Dow board/personal detours/exec physical and $83,944 Company contributions to Savings Plan/EDP .
Performance Compensation
Annual Incentive (Performance Award) – 2024 outcome
| Item | Value |
|---|---|
| Base for bonus ($) | 837,538 |
| Target bonus (%) | 90% |
| Company component payout | 45% (Operating EBIT, Free Cash Flow, Ambition metrics composite) |
| Individual factor | 90% |
| Total payout (%) | 41% |
| Payout ($) | 305,283 |
Performance Award metrics and structure: Operating EBIT and Free Cash Flow (non‑GAAP) plus Ambition composite (customer experience, World Leading Operations safety/health/environment/transport stewardship, inclusion); final award ranges 0–200% of target; in 2024 Company component was 45% .
Long‑Term Incentives (LTI) – design and 2024 grants
- LTI mix: PSUs 65%, Stock Options 20%, RSUs 15% .
- PSU metrics and guardrails: Operating ROC, Cumulative Cash from Operations (80% weight), Relative TSR modifier, and carbon emissions reduction metric (20%); combined Operating ROC+CCFO capped at 200%; subsequent cycles cap Ambition at 100% if financials below threshold and cap Relative TSR at 100% if absolute TSR negative .
| Award type | Grant date | Quantity | Key terms | Grant date fair value ($) |
|---|---|---|---|---|
| PSUs (target) | 02/15/2024 | 29,270 | Earned on 3‑yr goals (Operating ROC, CCFO, carbon; Relative TSR modifier); deliver Feb 2027 . | 1,710,246 |
| RSUs | 02/15/2024 | 6,760 | Vest after 3 years; dividend equivalents during vesting | 372,949 |
| Stock Options | 02/15/2024 | 45,410 | Strike $55.17; 10‑yr term; vest 1/3 annually over 3 years | 496,785 |
| Targeted LTI (annual) | 2024 | — | Target dollar value set vs peer median | 2,483,900 |
Recent PSU program results: 2022–2024 PSU paid at 40% of target (below target), reflecting financials and carbon goal mechanics .
Equity Ownership & Alignment
| Ownership metric | Amount |
|---|---|
| Current shares beneficially owned | 39,753 |
| Rights to acquire (options/RSUs/PSUs as defined) | 104,461 |
| Total beneficial (SEC definition) | 144,214; <1% of outstanding |
| Shares pledged | None; policy prohibits pledging/hedging |
| Stock ownership guideline | 4x base salary (NEOs) |
| Compliance status | 6x (meets/exceeds) |
Vesting Schedules and Outstanding Equity (supply/retention view)
- Options outstanding (12/31/2024):
- 02/10/2022: 26,360 exercisable; 13,180 unexercisable; strike $60.95; expires 02/10/2032 .
- 02/09/2023: 12,880 exercisable; 25,760 unexercisable; strike $59.08; expires 02/09/2033 .
- 02/15/2024: 45,410 unexercisable; strike $55.17; expires 02/15/2034 .
- RSUs unvested (12/31/2024): 5,211; 5,752; 46,083 (12/18/2023 grant); 6,535 (02/15/2024 grant); standard 3‑year vesting from grant .
- PSUs (target, unearned at 12/31/2024): 23,360 (2022 grant, vests 2026); 25,790 (2023 grant, vests 2026); 29,270 (2024 grant, vests 2027) .
Note: RSUs/PSUs deliver on standard schedules (Feb 2026/2027 for 2023/2024 grants); tax withholding on delivery can reduce net shares, but creates potential near‑term supply as awards vest .
Employment Terms
| Topic | Details |
|---|---|
| Employment timing | Joined 1983; left in 2015 with chlorine assets sale; rehired Oct 1, 2020 . |
| Severance (involuntary, without cause) | Two weeks per year of service (up to 18 months) under U.S. Severance Plan + 6 months base salary Executive Severance Supplement; $30,000 outplacement/financial planning; 18 months health/welfare at active rates if eligible . |
| Change‑in‑control | Double‑trigger: full vesting if involuntarily terminated without cause within 24 months post‑CIC; no stand‑alone CIC agreements . |
| CIC/Termination value illustration (12/31/2024) | Involuntary w/o cause: Severance $1,675,076; Health/Welfare $13,617; Outplacement $30,000. CIC: LTI acceleration $5,698,500; Health/Welfare $13,617; Outplacement $30,000 (pension increase $0) . |
| Clawback | Global Compensation Clawback Policy (Dec 1, 2023): mandatory recovery for accounting restatements (3 prior fiscal years) and discretionary recovery for misconduct; applies to performance- and service‑based equity . |
| Hedging/pledging | Prohibited for directors and executive officers . |
| Ownership guidelines | CEO 6x salary; other NEOs 4x; Sampson at 6x (compliant) . |
| Tax gross‑ups | No excise tax gross‑ups . |
| Non‑compete / non‑solicit / garden leave | Not disclosed in proxy . |
Retirement, Deferred Compensation, and Benefits
| Plan/Benefit | Detail |
|---|---|
| Pension (12/31/2024 PV) | DEPP PPA: $66,642; ESRP: $212,996; 3.3 credited years (benefits frozen as of 12/31/2023) . |
| Deferred comp (EDP) – 2024 | Executive contributions $89,056; Company contributions $52,894; earnings $91,601; ending balance $649,272 . |
| 401(k) Savings Plan | Company match up to 6% and 4% non‑elective contribution from 1/1/2024 (plan terms) . |
| 2024 Perquisites | Aircraft use and related travel $231,826; Company contributions to Savings Plan/EDP $83,944 (included in “All Other Compensation”) . |
Performance Compensation Structure (Design Details)
| Component | Weighting / Mechanics | Targets/Calibration |
|---|---|---|
| Performance Award (annual) | Operating EBIT and Free Cash Flow; Ambition composite (customer experience, WLO safety/health/environment/transport, inclusion for leaders); 0–200% payout; individual factor overlay | Targets set vs plan; 2024 Company component 45% payout; Committee discretion applied to harmonize leader/non‑leader payout to 45% . |
| PSUs (3‑yr) | 65% of LTI; Operating ROC + CCFO (80%), Relative TSR modifier, Carbon emissions reduction (20%); combined financial capped at 200%; guardrails added for 2025–2027 cycle (Ambition ≤100% if financials below threshold; Relative TSR ≤100% if absolute TSR negative) | Goals set vs plan/mid‑cycle economics; 2022–2024 PSU paid at 40% . |
| Options | 20% of LTI; 10‑yr term; 3‑yr ratable vesting; strike at grant close | Standard . |
| RSUs | 15% of LTI; 3‑yr cliff vesting; dividend equivalents during vesting | Standard . |
Say‑on‑Pay, Peer Benchmarking, and Governance
- Say‑on‑pay: 92% approval at 2024 AGM, with ongoing investor outreach; quantifiable Ambition metrics retained in incentive programs following feedback .
- Pay positioning and peer set: Each target pay component benchmarked to median of Compensation Peer Group; independent consultant (Mercer) supports committee .
- Risk and oversight: Anti‑hedge/pledge; clawback; option repricing prohibited; no CIC agreements; committee reviews incentive risk annually .
Investment Implications
- Pay-for-performance discipline: 2024 annual bonus paid at 41% of target and 2022–2024 PSUs at 40% indicate downside sensitivity to macro/financial underperformance, limiting windfalls and aligning realized pay with results .
- Retention vs selling pressure: Large unvested equity across PSUs/RSUs/options with 2026–2027 vesting creates retention hooks; anti‑pledging and guideline compliance (6x vs 4x) reduce alignment/forced‑sale risk; RSU/PSU deliveries may create technical supply at vesting (tax withholding), but not necessarily net selling .
- Governance safeguards: Double‑trigger CIC vesting (no single‑trigger/agreements), clawback policy (restatement/misconduct), and no excise tax gross‑ups reduce parachute/optics risk and protect shareholders .
- Perquisite optics: Aircraft/personal travel costs ($231,826) are notable but disclosed; total other comp $349,711—monitor for trend vs peers and performance .
- Operational execution lens: Sampson’s remit spans safety, reliability, and major capital projects (Path2Zero), which are embedded in incentive Ambition metrics—investors should track safety KPIs, project milestones, and cash conversion as leading indicators of future incentive outcomes and margin resilience .
Appendix: Key Data Tables
Summary Compensation (selected items)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 740,234 | 778,114 | 829,108 |
| Stock awards ($) | 1,866,310 | 4,503,121 | 2,083,195 |
| Option awards ($) | 438,103 | 468,703 | 496,785 |
| Non‑equity incentive ($) | 827,076 | 655,158 | 305,283 |
| All other compensation ($) | 64,909 | 162,785 | 349,711 |
| Total ($) | 4,016,680 | 6,651,235 | 4,076,091 |
Beneficial Ownership and Guidelines
| Metric | Value |
|---|---|
| Shares owned | 39,753 |
| Rights to acquire | 104,461 |
| Total | 144,214; <1% |
| Shares pledged | None |
| Ownership guideline | 4x salary; actual 6x |
2024 Company Performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income ($MM) | 4,640 | 660 | 1,201 |
| Operating EBIT ($MM, non‑GAAP) | 6,590 | 2,778 | 2,588 |
| Operating EBITDA ($MM, non‑GAAP) | 9,348 | 5,389 | 5,482 |
| Cash from operations ($MM) | 7,486 | 5,164 | 2,903 |
| Net sales (headline) | — | — | ≈$43B |
| TSR (value of $100, YE19 base) | 108 | 123 | 95 |