Luis Alberto Moreno
Director at DOW
Board
About Luis Alberto Moreno
Luis Alberto Moreno, age 71, has served as an independent director of Dow since 2021. He is Managing Director at Allen & Co LLC (since 2021) and the former President of the Inter-American Development Bank Group (2005–2020), with prior service as Colombia’s Ambassador to the United States (1998–2005). On Dow’s Board, Moreno serves on the Compensation and Leadership Development Committee and the Environment, Health, Safety & Technology (EHS&T) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inter-American Development Bank Group | President | 2005–2020 | Development finance leadership; capital planning, financing, risk management; ESG advocacy (renewable energy, environment, healthcare access, climate resilience, sustainable cities, digital connectivity) |
| Government of Colombia | Ambassador to the U.S. | 1998–2005 | Led Plan Colombia; bilateral assistance programs |
| Government of Colombia | Minister of Economic Development; Head of Industrial Advancement Institute | Prior to 1998 | Economic development, public-sector holding company oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allen & Co LLC | Managing Director | Since 2021 | Private investment banking leadership |
| Nu Holdings Ltd. | Director | Since 2021 | Public company directorship |
| Fomento Económico Mexicano, S.A.B. de C.V. (Coca‑Cola FEMSA) | Director | 2021–2022 | Prior public company directorship |
Board Governance
- Committee assignments: Member, Compensation and Leadership Development Committee (5 meetings in 2024; Chair: Jeff M. Fettig) .
- Committee assignments: Member, EHS&T Committee (4 meetings in 2024; Chair: Jacqueline C. Hinman) .
- Independence: The Board determined Moreno (and all non-employee committee members) is independent under NYSE, SEC, and Dow guidelines; all Audit, Compensation, Corporate Governance, and EHS&T committees comprised solely of independent directors .
- Attendance: In 2024, Dow held six regular Board meetings, two special Board meetings, and 23 committee meetings; all directors attended more than 75% of Board and committee meetings, all directors attended all six regular Board meetings, and average overall attendance exceeded 99% .
- Interlocks: No executive officers serve on the board or compensation committee of any entity with reciprocal board/committee overlap; Compensation Committee operates under a charter, with the committee’s report signed by members including Moreno .
- Related party transactions policy: Corporate Governance Committee reviews and must approve/ratify related person transactions; directors with a personal interest are recused .
- Board leadership and oversight structure: Independent Lead Director with defined authorities; robust committee oversight across strategy, risk, ESG, and cybersecurity .
Fixed Compensation
| Component | Details | Amount |
|---|---|---|
| Fees Earned or Paid in Cash | 2024 director fees (paid quarterly; eligible for voluntary deferral) | $133,750 |
| Annual Cash Retainer Rate | Board approved rate as of Dec 31, 2024 (April 2024 +$5,000 increase) | $135,000 |
| Committee Chair Fees | Not applicable (Moreno is not a chair; Chair rates: Audit $30,000; Comp $25,000; other chairs $20,000) | n/a |
| Lead Director Retainer | Not applicable (Lead Director: Richard K. Davis; $40,000 retainer) | n/a |
| Equity Award (RSUs) | Annual director grant on April 11, 2024: 3,336 RSUs; grant-date fair value $195,000; accounting value $195,023; grant price $58.46; time-based vesting (2 years), dividends paid in cash quarterly during vest | $195,023 |
| Total 2024 Compensation | Fees + Stock Awards | $328,773 |
| Deferred Compensation | Directors may defer cash fees into various accounts (incl. phantom Dow stock) and defer RSU settlement for 5/10/15 years; distributions post separation or age 72 per elections | Plan available |
Outstanding unvested director equity awards (as of Dec 31, 2024):
| Grant Date | Unvested RSUs (#) | Market Value at $40.13/share |
|---|---|---|
| 04/11/2024 | 3,336 | $133,874 |
| 04/13/2023 | 3,339 | $133,994 |
Performance Compensation
| Element | Design | Performance Metrics |
|---|---|---|
| Director Equity | Time-based RSUs vesting after 2 years; settle after separation or deferred per election; cash dividend equivalents during vest | None (no PSU/option performance metrics for non-employee directors) |
Note: Performance Stock Unit programs and pay-for-performance metrics (Operating ROC, Cumulative Cash from Operations, Relative TSR modifier, Carbon emissions reduction) apply to executives; Moreno participates in oversight as a Compensation Committee member, not as a recipient .
Other Directorships & Interlocks
| Company | Role | Since | Interlock/Notes |
|---|---|---|---|
| Nu Holdings Ltd. | Director | 2021 | No executive officer interlock with Dow boards/committees disclosed |
| FEMSA (Coca‑Cola FEMSA) | Director | 2021–2022 | Prior role; no current interlock with Dow |
Expertise & Qualifications
- Development finance, public policy, and social/economic/institutional development experience, spanning public and private sectors in Colombia; significant capital planning, financing, and risk management expertise .
- Advocacy and leadership in ESG-related initiatives: renewable energy, environmental protection, healthcare access, climate resilience, sustainable cities, digital connectivity/innovation .
- Board-level ESG oversight via EHS&T responsibilities; compensation oversight including clawback policy administration via Compensation Committee .
Equity Ownership
| Measure | Value |
|---|---|
| Current Shares Beneficially Owned | – (none reported) |
| Rights to Acquire Beneficial Ownership (by Apr 8, 2025) | 5,768 (includes vested RSUs/PSUs and director RSUs that will settle post service or on permitted date) |
| Total Beneficial Ownership | 5,768 |
| Percent of Shares Outstanding | <1% |
| Pledged Shares | None of the named person’s shares pledged |
| Unvested RSUs Outstanding | 6,675 total (3,336 from 2024 grant; 3,339 from 2023 grant) |
| Director Stock Ownership Guideline | Minimum 5x annual cash retainer; directors have 5 years to comply |
| Compliance Status | All directors met guideline except Ms. DeVard; Moreno therefore compliant |
Governance Assessment
- Board effectiveness and independence: Moreno is independent, active on two committees (Compensation and EHS&T), and part of a board structure with a defined Independent Lead Director and balanced oversight across strategy, risk, ESG, and cybersecurity .
- Attendance and engagement: The Board and committees had high engagement in 2024; all directors attended all six regular Board meetings, exceeded 75% attendance for Board/committee meetings, and average overall attendance was >99%—supportive of strong oversight .
- Compensation oversight signals: As a member of the Compensation Committee, Moreno participated in a program targeting peer median, maintaining PSU metrics tied to Operating ROC, Cumulative Cash from Operations, Relative TSR, and carbon reduction; the 2024 say‑on‑pay received 92% support, indicating positive shareholder alignment .
- Alignment and safeguards: Director pay uses time-based RSUs with cash dividends, anti-hedging/anti-pledging policies are in place, and a clawback policy is administered by the Compensation Committee; ownership guidelines require 5x the cash retainer and are met by Moreno .
- Conflicts/related-party exposure: Dow’s related person transaction policy requires Corporate Governance Committee review/approval and director recusal; no specific related-party transactions involving Moreno are disclosed in the proxy .
RED FLAGS: None disclosed for Moreno regarding low attendance, pledging/hedging, related-party transactions, or compensation anomalies. High say-on-pay support and robust committee oversight mitigate governance risk .