Karen S. Carter
Chief Operating Officer at DOW
Executive
About Karen S. Carter
Dow’s Chief Operating Officer since December 3, 2024, Karen S. Carter (age 54) joined Dow in 1994 and has held leadership roles across business operations, sales/marketing, HR, and general management; she previously led Dow’s Packaging & Specialty Plastics (P&SP) segment (Nov 2022–Dec 2024) and served as Chief Human Resources Officer and Chief Inclusion Officer (Apr 2019–Nov 2022) . Company context during her current tenure: 2024 net sales were approximately $43 billion and operating EBIT was about $2.6 billion; Dow generated $2.9 billion in cash flow from operations and returned ~$2.5 billion to shareholders . Education not disclosed in the cited filings.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dow | Chief Operating Officer | Dec 3, 2024–present | Drives business and operational performance; assumes strategic oversight of operating segments and Integrated Supply Chain, Purchasing, Information Systems, and Commercial organizations . |
| Dow | President, Packaging & Specialty Plastics (P&SP) | Nov 2022–Dec 2024 | Led one of the world’s largest polyethylene suppliers (>$23B annual sales), expanded cost-efficient capacity and launched circular product lines; executed Circulus acquisition and partnerships to scale circular feedstock supply . |
| Dow | Chief Human Resources Officer and Chief Inclusion Officer | Apr 2019–Nov 2022 | Implemented Employee Experience/Talent programs reducing attrition to 3.9%, enhanced inclusion/DEI programs and updated pay equity approaches . |
| Dow | Various business leadership roles (Building & Construction, Polyethylene, Engineering Thermoplastics, Fabricated Products, ITE, Consumer Electronics) | Prior years (not dated) | Progressive global leadership roles across businesses and geographies . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Southwire | Director | Not disclosed |
| Great Lakes Bay Region Boys & Girls Clubs of America | Director | Not disclosed |
| Michigan Black Leadership Advisory Council | Chair, Business Leaders Committee | Not disclosed |
| Executive Leadership Council | Member | Not disclosed |
| Catalyst | Chair, Board of Advisors | Not disclosed |
Fixed Compensation
| Component | 2022 (as NEO) | 2025 Plan (as COO) |
|---|---|---|
| Base Salary ($) | 729,578 | 975,000 |
| Target Bonus (% of salary) | 90% | 120% |
| Target LTI ($) | 2,020,000 | 5,200,000 (anticipated grant Feb 2025) |
Notes: 2025 plan reflects the compensation terms disclosed upon COO appointment effective Dec 3, 2024; LTI components comprise options, PSUs, and RSUs under Dow’s 2019 Stock Incentive Plan .
Performance Compensation
Annual Incentive Program (AIP) – Design
| Metric | Description |
|---|---|
| Operating EBIT | Core financial performance metric used in annual cash incentive design . |
| Free Cash Flow | Cash generation focus in AIP . |
| ESG/Operational metrics | Customer/sustainability/inclusion-and-diversity metrics; specifics evolve per year . |
The Committee sets targets based on the business plan, macro conditions, and investor feedback; payouts reflect actual performance vs targets .
Long-Term Incentive (LTI) – Program Mix and Metrics
| Element | Target Mix | Core performance metrics and features |
|---|---|---|
| PSUs | 65% | Operating ROC and Cumulative Cash from Operations (80% combined), plus a Carbon Emissions Reduction metric (20%); Relative TSR functions as a modifier; overall cap 200% . |
| Stock Options | 20% | Long-term value creation alignment; strike at grant, 10-year term typical per grant tables . |
| RSUs | 15% | Retention and ownership alignment . |
Carter’s Award Details (Selected Grants)
| Grant date | Award type | Quantity/Terms | Notes |
|---|---|---|---|
| Feb 10, 2022 | PSUs (Target) | 21,550 | 2022 PSU target; PSU metrics per program (Operating ROC, Cumulative CFO, Carbon, TSR modifier) . |
| Feb 10, 2022 | RSUs | 4,980 | Time-based RSUs . |
| Feb 10, 2022 | Stock Options | 36,470 @ $60.95; exp. 02/10/2032 | Unexercisable at grant; vesting schedule not disclosed in table . |
| Nov 2, 2022 | RSUs | 74,580 | One-time RSU grant in 2022 . |
| Anticipated Feb 2025 | LTI Mix (PSUs/Options/RSUs) | $5.2M target value | As COO; allocation consistent with program design . |
Equity Ownership & Alignment
Ownership Snapshot
| As of | Current Shares Beneficially Owned | Rights to Acquire (Options/RSUs/PSUs) | Total | % Outstanding | Pledged |
|---|---|---|---|---|---|
| Feb 1, 2023 | 18,834 | 202,799 | 221,633 | <1% | None (policy notes no pledging) |
Executive Ownership Policy and Status
| Item | Policy/Status |
|---|---|
| Ownership guideline | 4x base salary for executive officers . |
| Carter compliance | 8x base salary as of 12/31/2022 (above requirement) . |
| Retention ratio if below guideline | Must hold 75% of net shares from vesting/exercise until compliant after five years . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
Outstanding Awards (12/31/2022)
| Grant date | Options Exercisable (#) | Options Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | Unearned PSUs (#) |
|---|---|---|---|---|---|---|
| 02/12/2016 | 3,739 | – | 46.60 | 02/12/2026 | – | – |
| 02/10/2017 | 5,193 | – | 61.97 | 02/10/2027 | – | – |
| 02/15/2018 | 4,416 | – | 72.77 | 02/15/2028 | – | – |
| 10/10/2018 | 73,425 | – | 60.08 | 10/10/2028 | – | – |
| 04/11/2019 | 37,550 | – | 54.89 | 02/11/2029 | – | – |
| 02/13/2020 | 38,486 | 19,244 | 48.30 | 02/13/2030 | 5,280 | 22,880 |
| 02/11/2021 | 11,830 | 23,660 | 57.67 | 02/11/2031 | 4,790 | 20,740 |
| 02/10/2022 | – | 36,470 | 60.95 | 02/10/2032 | 4,980 | 21,550 |
| 11/02/2022 | – | – | – | – | 74,580 | – |
Vesting schedules for executive RSUs/PSUs were not specified in the cited tables; settlement/vesting timing not disclosed in the excerpts above .
Employment Terms
- Appointment: COO effective December 3, 2024; continues as executive officer reporting to the CEO; participates in standard executive compensation and benefit arrangements .
- Base/Bonus/LTI: Base $975,000; AIP target 120% of salary; LTI eligibility with $5.2M target value (PSUs, options, RSUs) anticipated to be granted Feb 2025 .
- Severance and Change-in-Control (as of 12/31/2022 methodology): Involuntary termination without cause severance $1,178,549; double-trigger change-in-control equity acceleration value $7,840,592; increase in pension present value $865,090; Health & Welfare $12,897; Outplacement/Financial Planning $30,000 .
- Governance protections: No individual change-in-control agreements; no excise tax gross-ups; robust Compensation Clawback Policy; anti-hedging/anti-pledging policies .
Performance & Track Record
- Business leadership: As P&SP President, led a >$23B sales segment; expanded cost-efficient capacity, improved reliability, and launched circular product lines (e.g., REVOLOOP, INNATE); progressed recycling/circularity via Circulus acquisition and customer partnerships .
- Human capital leadership: As CHRO/CIO in 2022, delivered below-industry voluntary attrition (3.9%), improved employee satisfaction (Voice survey), advanced inclusion/DEI, and updated pay equity practices; hosted marquee inclusion events and garnered external recognitions .
- Company context: 2024 Dow results included ~$43B net sales, ~$2.6B operating EBIT, $2.9B cash flow from operations, and ~$2.5B capital returns to shareholders .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives and directors (reduces alignment risk concerns around hedged positions) .
- Related party transactions: 8-K discloses no transactions requiring Item 404(a) disclosure for Carter at appointment .
- Clawback: Compensation Clawback Policy administered by the Committee .
- Say-on-Pay: 92% approval at 2024 Annual Meeting supports program credibility .
Compensation Peer Group and Shareholder Feedback
- Peer Group: 3M, ADM, Boeing, Caterpillar, Coca-Cola, ConocoPhillips, Deere, Eli Lilly, Honeywell, J&J, Johnson Controls, Kimberly-Clark, Linde, Lockheed Martin, LyondellBasell, Mondelez, PepsiCo, Pfizer, P&G, Raytheon (used for benchmarking) .
- Stockholder engagement: Ongoing outreach; inclusion of quantifiable ESG metrics in AIP/LTI maintained based on feedback .
Investment Implications
- Alignment: Carter’s pay mix is heavily at-risk with sizeable PSU weighting tied to Operating ROC, cumulative cash generation, and carbon reduction, with Relative TSR as a modifier—supportive of value creation alignment and sustainability targets .
- Retention vs. supply: The COO package (120% AIP target, $5.2M LTI target for 2025) enhances retention; anti-hedging/pledging and ownership guidelines (Carter at 8x vs 4x requirement) further align interests, though future RSU settlements could modestly add to insider supply depending on vesting, which is not disclosed here .
- Risk controls: No individual CIC agreements, no excise gross-ups, and a robust clawback framework mitigate governance risk; strong 2024 say-on-pay support reduces near-term compensation structure overhang .