Keith Cleason

About Keith Cleason

Keith Cleason is President of Dow’s Packaging & Specialty Plastics (P&SP) operating segment with executive oversight for Latin America. He joined Dow in 2001 (via Union Carbide) and was appointed P&SP President in December 2024; prior roles include Business VP for Olefins, Aromatics & Alternatives (OA&A) and head of Univation Technologies. He holds a BS in Physics (SUNY Fredonia), a BS in Mechanical Engineering (University at Buffalo), and completed Thunderbird’s Executive Management Program (2005) . Under his operating leadership track record, Dow’s “Texas-9” ethylene cracker delivered >15% ROIC and ~$400M annual EBITDA with 65% lower conversion costs and 60% lower CO2/ton than fleet average, highlighting disciplined execution in hydrocarbons assets . At the company level, revenue and EBITDA trends contextualize the operating environment during his recent tenure.

Company Performance	FY 2022	FY 2023	FY 2024
Revenue ($USD Billions)	56.90	44.62	42.96
EBITDA ($USD Billions)	8.72*	5.18*	5.07*

*Values retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic Impact
Dow	President, Packaging & Specialty Plastics; Executive Oversight, Latin America	2024–Present	Leads Dow’s largest segment and regional oversight; succession from prior P&SP president; member of leadership team .
Dow	Business VP, Olefins, Aromatics & Alternatives (OA&A) and Univation Technologies	2018–2024	Responsible for safely supplying low-cost monomers, licensing/catalyst business leadership .
Dow Hydrocarbons	Vice President (Hydrocarbons)	2021 (noted)	Achieved best-in-class Texas-9 execution: >15% ROIC; ~$400M EBITDA/yr; 65% lower conversion cost; 60% less CO2/ton .
Dow P&SP	Global Strategic Development Director	2012–2018	Led P&SP’s corporate growth strategies, investment oversight, new business development .
Dow Polyethylene	Global Business Director, LDPE/HDPE	2010–2012	Global business leadership across PE grades .
Dow Polyethylene	Global Business Director, HDPE	2008–2010	Portfolio and P&L leadership in HDPE .
Dow Polyethylene	Global Supply Chain Director, PE	2006–2008	Supply chain optimization for global PE .
Dow (via UCC merger)	North America Product Director, Gas Phase PE	2001–2006	Early leadership post-merger; NA product strategy .

External Roles

No public company directorships disclosed for Cleason in available filings/press materials as of the latest updates .

Fixed Compensation

Specific base salary and annual bonus targets for Cleason have not been disclosed in 8-Ks or Proxy Statements reviewed. As an executive officer, he participates in the same compensation and benefits programs available to Dow executives, including annual cash incentive and long-term equity under the 2019 Stock Incentive Plan .

Performance Compensation

Dow’s executive LTI design applies uniformly across executives (including business presidents): 65% PSUs, 20% stock options, 15% RSUs; PSUs use financial and sustainability metrics with a Relative TSR modifier. RSUs vest after three years; options vest in three equal annual tranches; PSUs settle after a 3-year period .

Metric	Weighting/Role	Target/Design	Payout/Modifier	Vesting
Operating ROC	80% combined with Cash from Ops (financial)	2023–2025 Target 12.0% (Thresh 8.4%, Max 15.6%)	35%–200% per curve	PSUs vest after 3 years .
Cumulative Cash from Operations	80% combined with Operating ROC	2023–2025 Target $17.5B (Thresh $12.3B, Max $22.7B)	35%–200% per curve	PSUs vest after 3 years .
Relative TSR	Modifier	75% (bottom quartile) to 125% (top quartile)	Applies to PSU financial results	PSUs vest after 3 years .
Carbon Emissions Reduction	20% of PSU	Cumulative (2022–2024); sustained in 2023–2025; averaged in 2024–2026	35%–200% per curve	PSUs vest after 3 years .
Stock Options	20% of LTI mix	Exercise at grant close price	10-year term	Pro-rata over 3 years .
RSUs	15% of LTI mix	Dividend equivalents during vest	N/A	Cliff vest at 3 years .

Notable outcome: the 2022–2024 PSU program paid 40% overall based on achieved metrics and modifiers, demonstrating downside sensitivity in weaker macro cycles .

Equity Ownership & Alignment

Policy alignment: Executives must hold 4x base salary in stock (CEO 6x). Unvested PSUs/options do not count; 75% net-share retention if not yet in compliance by year five. Anti-hedging and anti-pledging policies prohibit hedging, pledging, margin accounts for executives .

Beneficial Ownership Snapshot (Form 4)	Direct	Indirect – 401(k)	Indirect – 401(k) ESOP	Indirect – Spouse 401(k)	Indirect – Spouse ESOP	Notes
2025-11-03 (post transaction)	45,837	4,775.033	1,414.564	213.693	46.241	2,801 shares withheld for taxes upon RSU settlement; not an open-market sale .

Insider selling pressure: The 2,801-share reduction on 2025-11-03 was issuer share withholding to cover tax on equity settlement (Rule 16b-3 exempt), not discretionary selling—neutral for sentiment and does not imply hedging or pledging .

Employment Terms

Severance (involuntary, without cause): Lump-sum of two weeks per year of service (capped at 18 months) under the U.S. Severance Plan plus six months of base salary under the Executive Severance Supplement; outplacement/financial planning ($30,000) and up to 18 months of health benefits at employee rates if eligible .
Change-in-control: No CIC severance agreements; equity is double-trigger accelerated (requires involuntary termination without cause within 24 months post-CIC); PSUs assumed at target for acceleration tables .
Clawback: Global Compensation Clawback Policy requires recovery of erroneously awarded incentive compensation for the three prior fiscal years upon required restatement; allows clawback for misconduct events .
Deferred compensation: Eligible executives may defer up to 75% of base salary and 100% of performance awards; plan includes matching and nonelective contributions for compensation exceeding 401(a)(17) limits; deferral accounts are 100% vested subject to clawback and have flexible payout elections (lump sum or installments up to 15 years) .

Investment Implications

Pay-for-performance alignment: Cleason’s incentives are primarily equity-based, with 65% PSUs tied to Operating ROC and Cumulative Cash from Ops plus a TSR modifier and carbon reduction metric, capping upside at 200% and enabling downside outcomes (e.g., 40% payout for 2022–2024). This ties realization closely to multi-year returns and cash generation, supporting long-term alignment .
Low pledging/hedging risk: Explicit anti-hedging/anti-pledging policy reduces misalignment and margin-call risks; ownership guidelines (4x salary) drive sustained skin-in-the-game .
Retention dynamics: RSUs (3-year cliff) and options (3-year ratable) create staggered vesting; PSU programs reinforce multi-year performance. Combined with severance terms and no CIC agreements (but with double-trigger vesting), retention risk appears moderate and consistent with peers .
Execution track record: Hydrocarbons leadership outcomes at Texas-9 (ROIC >15%, ~$400M EBITDA, materially lower carbon intensity) suggest strong operating discipline—relevant as P&SP invests through Dow’s Decarbonize & Grow strategy and Path2Zero projects .
Insider activity signal: Recent Form 4s reflect tax-withholding settlements rather than open-market sales, offering no adverse trading signal .
Macro sensitivity: Company revenue/EBITDA contracted from FY22–FY24 amid cycle headwinds, which will influence PSU outcomes and annual bonuses; this increases dependence on cost discipline, cash generation, and capital allocation in P&SP volumes and spreads .*

References:

Appointment and role details: Dow press release; corporate leadership page .
Compensation programs, ownership, severance, CIC, clawback: Dow DEF 14A (2024, 2025) .
Deferred compensation plan: 8-K (Elective Deferral Plan) .
Track record (Texas-9): Dow transcript .
Beneficial ownership and transactions: SEC Form 4 filings .

Note: EBITDA values marked with an asterisk are from S&P Global.