Marco ten Bruggencate
DOWAbout Marco ten Bruggencate
President of Industrial Intermediates & Infrastructure (II&I) at Dow with executive oversight of Europe, Middle East, Africa and India (EMEAI). Appointed in December 2024 as part of Dow’s leadership refresh; previously served as President of Dow EMEAI and Commercial VP for Packaging & Specialty Plastics (P&SP) EMEA . He joined Dow in 2000 via the acquisition of Flexible Products Company and has held commercial and marketing leadership roles across Building Solutions, Construction Chemicals, and Polyurethanes; he holds a master’s degree in business economics from Vrije Universiteit Amsterdam . Company context during his elevation: Dow delivered ~$43B net sales, ~$2.6B operating EBIT, and $2.9B operating cash flow in 2024, while returning ~$2.5B to shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dow | President, Industrial Intermediates & Infrastructure; EMEAI oversight | Dec 2024–present | Oversees II&I portfolio (polyurethanes, chlor-alkali & vinyl, construction chemicals, industrial solutions) with >$11B annual sales and regional execution |
| Dow | President, Dow EMEAI | Prior to Dec 2024 | Led growth agenda and regional strategy in a critical geography . |
| Dow | Commercial VP, P&SP EMEA | Prior to Dec 2024 | Drove commercial strategy in Dow’s largest segment for the region . |
| Dow | Global Strategy Director (Polyurethanes); Global Business Director (Building & Construction; Construction Chemicals) | n/d | Led strategy and P&L roles across core chemistries and end-markets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Plastics Europe | President | 2022–present | Leads pan‑European association’s circularity and decarbonization agenda . |
| Sadara Chemical Company | Board of Directors (Dow representative) | Current | JV governance (Dow/Saudi Aramco) . |
| Cefic (European Chemical Industry Council) | Advocacy advisory forum (member) | Current | EU policy engagement . |
Fixed Compensation
- Dow targets market‑median pay with a mix of base salary, annual Performance Award, and long‑term incentives (LTI). About 72% of non‑CEO NEO pay is at risk, with strong pay‑for‑performance alignment and independent committee oversight .
- Executive perquisites are limited (financial/tax planning, executive physicals, excess liability insurance, home security, limited aircraft use with no tax gross‑ups) and the program is reviewed against peers .
Note: Marco was elevated to President in Dec 2024 and was not a 2024 Named Executive Officer; individual base salary and cash payouts for him are not disclosed in the 2025 proxy. Program design elements below apply to executive officers broadly .
Performance Compensation
Annual Performance Award (companywide design)
| Metric | Use | 2024 outcome (company component) | 2025 design note |
|---|---|---|---|
| Operating EBIT | Financial performance driver | 45% company component factor applied in 2024 NEO payouts | Financial metrics (Operating EBIT & FCF) must reach at least threshold or Ambition composite is capped at 100% . |
| Free Cash Flow | Financial performance driver | Included in company factor | See cap note at left . |
| Ambition composite (Customer Experience Index; World Leading Operations Index for safety/ESG; Inclusion Index) | Operational/ESG | Included in company factor | Explicit cap introduced if financial metrics underperform . |
- The committee retains discretion to adjust payouts based on performance against targets and individual factors; 2024 examples for NEOs show total payout percentages around 41–45% depending on individual assessments .
Long‑Term Incentives (mix and performance mechanics)
| Component | Target mix | Vesting/measurement | Performance link |
|---|---|---|---|
| Performance Stock Units (PSUs) | 65% | 3‑year performance; recent grants deliver in 2026/2027/2028 | Relative TSR plus specified financial goals and carbon emissions reduction targets . |
| Stock Options | 20% | Vest in 3 equal annual tranches (years 1–3) | Long‑term value creation; no repricing/reloads; granted at or above market . |
| RSUs | 15% | Generally vest and deliver 3 years after grant | Retention and ownership alignment . |
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guidelines | CEO 6x salary; other executive officers 4x salary; 5‑year compliance window; if not met by year 5, must retain 75% of after‑tax shares from RSU/PSU vests and option exercises. In 2024, the average of all executive officers met 4x . |
| Anti‑hedging/anti‑pledging | Directors and executive officers are prohibited from hedging or pledging Dow securities or holding them on margin . |
| Clawback | Global policy (Dec 1, 2023): mandatory recovery of erroneously awarded incentive comp tied to restatements (3 prior fiscal years), plus discretionary recovery for misconduct; applies to current/former executive officers and employees . |
| Beneficial ownership | The 2025 proxy lists directors and 2024 NEOs; Marco’s individual holdings are not separately disclosed. For listed insiders, no shares were pledged; total shares held by all directors and executive officers as a group were ~3.50M (0.50%) as of Feb 7, 2025 . |
Employment Terms
| Provision | Marco applicability | Terms |
|---|---|---|
| Severance (involuntary, without cause) | Applies to executive officers | Lump‑sum of 2 weeks per year of service (capped at 18 months) under U.S. Severance Plan + 6 months base salary under Executive Severance Supplement; $30,000 outplacement/financial planning; up to 18 months health and welfare benefits at active employee rates if retiree‑medical eligible . |
| Change‑in‑control (equity) | Double‑trigger | Unvested equity accelerates only if involuntarily terminated without cause within 24 months of a change‑in‑control (PSUs at target for valuation in the table); Dow has no separate CIC severance agreements for executive officers . |
| Retirement, death, disability treatment (equity) | Standard plan rules | Retirement‑eligible executives retain original vesting/measurement (pro‑rated for year‑of‑termination grants); death/disability allows full vesting of current‑year grants per Dec 2023 amendment . |
Performance & Track Record (context)
- Leadership scope: As II&I President with EMEAI oversight, he oversees a portfolio including Polyurethanes, Chlor‑Alkali & Vinyl, Construction Chemicals and Industrial Solutions; previously led EMEAI region and P&SP EMEA commercial operations .
- Company execution during his elevation period: 2024 net sales ~$43B, Operating EBIT ~$2.6B, operating cash flow $2.9B; ~$2.5B returned to shareholders .
- Governance/industry influence: President of Plastics Europe; board member of Sadara; EU policy engagement via Cefic advocacy forum .
Company 2024 Operating Context (quantitative)
| Metric | FY 2024 |
|---|---|
| Net Sales ($) | ~$43 billion |
| Operating EBIT ($) | ~$2.6 billion |
| Cash flow from operations – continuing ops ($) | $2.9 billion |
| Capital returns ($) | ~$2.5 billion (dividends + buybacks) |
Compensation Structure Highlights (quantitative)
| Element | Detail |
|---|---|
| LTI mix at target | PSUs 65%; Stock Options 20%; RSUs 15% |
| 2024 Performance Award company factor | 45% company component factor used in NEO payouts |
| 2025 Performance Award safeguard | Ambition composite capped at 100% if Operating EBIT and Free Cash Flow both below threshold |
Equity Vesting Mechanics (reference)
| Award type | Vesting/delivery | Notes |
|---|---|---|
| Stock Options | 1/3 per year over 3 years | No repricing/reloads; at or above market strikes . |
| RSUs | Generally 3‑year cliff vest | Delivered at vest; retention focus . |
| PSUs | 3‑year performance period | Deliver following performance certification (e.g., 2023 grant delivers 2026) . |
Risk Indicators & Alignment (policy view)
- Anti‑hedging/anti‑pledging and robust clawback reduce misalignment risk and discourage speculative behavior .
- Ownership guidelines (4x salary for executive officers) and required post‑vesting retention promote long‑term alignment; average executive officers met the 4x guideline in 2024 .
- Say‑on‑Pay support of 92% at the 2024 meeting underscores investor endorsement of pay design and governance .
Investment Implications
- Incentive architecture links pay to Operating EBIT, Free Cash Flow, Relative TSR, and carbon‑reduction goals, with added downside guardrails for 2025—supporting cash discipline and sustainability targets across II&I under Marco’s remit .
- Executive ownership, anti‑hedging/pledging, and clawback policies reduce insider‑driven selling pressure and governance risk; while Marco’s specific holdings aren’t disclosed, the officer group’s structures indicate strong alignment and limited pledging risk .
- The II&I portfolio’s cyclicals and decarbonization projects (e.g., Path2Zero) plus EMEAI cost rationalization efforts are core levers for value creation; 2024’s ~$2.6B Operating EBIT and cash generation provide a baseline, with incentives geared to lift returns as macro conditions normalize .
Note: Where Marco-specific cash compensation, equity grants, or ownership data are not disclosed in the 2025 proxy, companywide executive policies and program terms are summarized instead.