Richard K. Davis
Independent Lead Director at DOW
Board
About Richard K. Davis
Independent Lead Director of Dow since 2021; Director since 2015. Age 67. Former Executive Chairman and CEO of U.S. Bancorp with extensive experience in regulated industries, international operations, capital allocation, corporate governance and compensation. Current board roles include Mastercard Incorporated and Wells Fargo & Company. Education not disclosed in Dow’s proxy biography.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Executive Chairman; Chief Executive Officer; President & COO | Executive Chairman 2007–2018; CEO 2006–2017; prior roles earlier | Led one of the largest U.S. commercial banks; deep risk management and capital allocation experience |
| Make-A-Wish America | President & CEO | Jan 2019 – Nov 2022 | Nonprofit leadership; governance and stakeholder engagement |
| Bank of America | Executive Vice President | Not disclosed | Large-bank operating experience |
| Security Pacific Bank | Executive Vice President | Not disclosed | Regulated financial services experience |
| Star Banc Corporation | Executive roles (joined from legacy U.S. Bancorp companies) | Not disclosed | Banking operations background |
| Xcel Energy Inc. | Director | 2006 – 2020 | Energy industry oversight; audit/finance competencies |
| Dow / DowDuPont | TDCC Director; Materials Advisory Committee; DowDuPont Director | TDCC Director May 2015–Sep 2017; MAC member Sep 2017; DowDuPont Director Jul 2018–Apr 2019 | Corporate transformation oversight through separation period |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mastercard Incorporated | Director | Since 2018 | Global payments; technology and cybersecurity exposure |
| Wells Fargo & Company | Director | Since 2022 | Large U.S. bank; risk, compliance, controls focus |
Board Governance
- Independence: Determined independent by the Board under NYSE and Dow’s standards.
- Board leadership: Independent Lead Director (elected annually) with defined authorities including leading executive sessions, setting agendas with the Chair, acting as liaison, and retaining outside advisors; serving since 2021.
- Committees: Audit Committee Chair; Corporate Governance Committee member. Audit Committee held 9 meetings in 2024.
- Attendance and engagement: In 2024 the Board held 6 regular and 2 special meetings; all Directors attended all 6 regular meetings and more than 75% of all Board and committee meetings on which they served; overall average attendance >99%. Six executive sessions led by the Independent Lead Director.
- Service limits: Dow policy caps independent directors at ≤4 public boards (incl. Dow); audit committee multiple-service limitations observed—no audit member served on >3 other audit committees in 2024.
Fixed Compensation
| Component | Annual Rate | Notes |
|---|---|---|
| Board Retainer | $135,000 | Increased by $5,000 in April 2024 after peer review |
| Audit Committee Chair Retainer | $30,000 | Increased by $5,000 in April 2024 |
| Lead Director Retainer | $40,000 | Paid to Independent Lead Director |
| Other Committee Chair Retainers | $20,000 | For non-Audit, non-Compensation chair roles |
| Meeting Fees | Not disclosed | No per-meeting fees disclosed |
| 2024 Director Compensation (Richard K. Davis) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 202,500 |
| Stock Awards (Grant-Date Fair Value) | 195,023 |
| Total | 397,523 |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant Value | Vesting | Dividends | Settlement |
|---|---|---|---|---|---|---|
| Annual RSUs | Apr 11, 2024 | 3,336 | $195,023 (at $58.46) | Cliff vest on 2nd anniversary | Quarterly dividend equivalents during vesting | Shares settle after separation or per deferral election |
| Annual RSUs (Outstanding) | Apr 13, 2023 | 3,339 | Market value $133,994 at 12/31/2024 | Vest on 2nd anniversary | Dividend equivalents | Settlement after separation/deferral |
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Performance metrics: None; director equity is time-based RSUs (no PSUs/options for directors). Options awards are not used for non-employee directors.
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Deferrals: Directors may defer cash fees into a plan offering fixed-rate and market-tracking options, and may defer RSU settlement for 5/10/15 years.
Other Directorships & Interlocks
- Current public boards: Mastercard Incorporated; Wells Fargo & Company.
- Interlock considerations: Dow engages in ordinary-course transactions with companies where directors serve; Board reviewed such relationships and found amounts immaterial (less than $1,000,000 or <2% of counterparties’ revenues) or ordinary course. Related person transactions are subject to Corporate Governance Committee approval under written policy.
Expertise & Qualifications
- Audit/financial expertise: All Audit Committee members are financially literate and designated audit committee financial experts; Davis is Audit Committee Chair.
- Regulated industry leadership and capital allocation (U.S. Bancorp CEO/Chair) and broad governance/compensation experience across financial and medical industries.
- Strategic planning, risk management, technology/cybersecurity exposure via external boards and Dow oversight responsibilities.
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (incl. vested RSUs deferring settlement) | Total | % Outstanding |
|---|---|---|---|---|
| Richard K. Davis | 22,142 | 14,209 | 36,351 | <1% |
- Unvested RSUs outstanding as of 12/31/2024: 3,336 (2024 grant) and 3,339 (2023 grant); market values $133,874 and $133,994, respectively.
- Pledging/hedging: Prohibited for directors; none of Davis’s shares are pledged.
- Ownership guidelines: Directors must hold ≥5x annual cash retainer; all Directors met guidelines except Ms. DeVard (within compliance window), implying Davis is in compliance.
Governance Assessment
- Board effectiveness: As Independent Lead Director and Audit Chair, Davis centralizes independent oversight (agenda-setting, executive sessions, investor liaison) and leads financial reporting, controls, cybersecurity oversight—positive for investor confidence.
- Independence and attendance: Independent status affirmed; full attendance at regular meetings with overall Board attendance >99% in 2024; six executive sessions led by Davis—strong engagement.
- Pay and alignment: Balanced cash/equity mix targeting peer median; annual RSUs with two-year vesting, dividend equivalents, and stock ownership guidelines create alignment; no options or performance gaming risk at board level.
- Conflicts/related parties: Policy framework robust; Board found director-linked transactions immaterial or ordinary course; Corporate Governance Committee reviews/approves related person transactions—low conflict risk.
- Say-on-pay signal: 92% support in 2024 for executive compensation—reflects credibility of compensation oversight at the Board/committee level.
RED FLAGS: None disclosed specific to Davis. Potential time-commitment risk is mitigated by Dow service limits (≤4 public boards, audit committee multi-service review) and high attendance. Anti-hedging/pledging policy further reduces alignment concerns.