Samuel R. Allen
Director at DOW
Board
About Samuel R. Allen
Samuel R. Allen, age 71, has served as an independent director of Dow Inc. since 2019. He is the former Chairman and Chief Executive Officer of Deere & Company, bringing deep experience in international operations, manufacturing, consumer marketing, and sales, as well as board leadership and corporate governance expertise. He currently chairs Dow’s Corporate Governance Committee and serves on the Compensation and Leadership Development Committee, and the Board has formally determined he is independent under NYSE and Dow standards .
Past Roles
| Organization | Role | Tenure |
|---|---|---|
| Deere & Company | Chairman | 2010–2020 |
| Deere & Company | Chief Executive Officer | 2009–2019 |
| Deere & Company | Director | 2009–2020 |
| Deere & Company | Joined company; various executive positions | Joined 1975 |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Whirlpool Corporation | Director | Since 2010 |
Board Governance
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Corporate Governance Committee | Chair | 5 | Independent |
| Compensation & Leadership Development Committee | Member | 5 | Independent |
- Attendance: In 2024 the Board held 6 regular and 2 special meetings; all directors attended more than 75% of Board and committee meetings, and all directors attended all six regular Board meetings and the April 11, 2024 annual meeting. There were six executive sessions of independent directors led by the Lead Independent Director .
- Lead Independent Director structure: The Board maintains a defined Lead Independent Director role (currently Richard K. Davis) with substantive responsibilities, supporting balanced leadership when CEO and Chair roles are combined .
Fixed Compensation
| Component | Detail |
|---|---|
| 2024 Fees Earned or Paid in Cash (Allen) | $153,750 |
| 2024 Stock Awards (Grant Date Fair Value) | $195,023 |
| 2024 Option Awards | $0 |
| 2024 Non-Equity Incentive, Pension/Deferred Earnings, Other | $0 each |
| 2024 Total | $348,773 |
| Non-Employee Director Annual Rates (as of Dec 31, 2024) | Amount |
|---|---|
| Board Retainer | $135,000 |
| Audit Chair Retainer | $30,000 |
| Compensation & Leadership Development Chair Retainer | $25,000 |
| Other Committee Chairs Retainer (e.g., Corporate Governance) | $20,000 |
| Lead Director Retainer | $40,000 |
- Plan features: Directors may elect to defer cash fees into the Dow Inc. Voluntary Deferred Compensation Plan for Non-Employee Directors, with investment choices including a phantom Dow stock account, mutual fund trackers, or a fixed-rate fund equal to the 60‑month rolling average 10‑year U.S. Treasury yield plus the current five-year Dow credit spread; payments commence at elected times post-separation. Directors may also defer RSU settlement for 5, 10, or 15 years after grant .
Performance Compensation
| RSU Award (2024) | Grant Date | RSUs Granted (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| Annual equity grant | 04/11/2024 | 3,336 | $195,023 |
| Outstanding Unvested RSUs (as of Dec 31, 2024) | Grant Date | Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs | 04/11/2024 | 3,336 | $133,874 |
| RSUs | 04/13/2023 | 3,339 | $133,994 |
- Vesting and settlement: Non-employee director RSUs vest on the second anniversary of grant and settle in Dow common shares following separation of service; dividend equivalents are paid quarterly during vesting .
- Structure: Director equity is delivered as time-based RSUs; Dow does not grant options or performance-conditioned equity to directors. No meeting fees or non-equity incentives are disclosed for directors .
- Year-over-year changes: In April 2024, the Board increased the annual cash retainer and certain chair retainers by $5,000 and raised the annual RSU award value by $5,000 to align with Compensation Peer Group medians .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Whirlpool Corporation (Director since 2010) |
| Service limits policy | Independent directors may serve on ≤4 public company boards (including Dow); active public company executives on ≤2. No director exceeded limits in 2024 . |
| Related-party transactions | The Board reviewed routine purchases/sales with companies where directors/officers serve; amounts were below $1,000,000 or <2% of revenues, in ordinary course, and not considered material. Similar transactions may occur from time to time . |
| Approval process | The Corporate Governance Committee reviews and approves/ratifies any Related Person Transactions under written policies; the director involved is recused from consideration . |
Expertise & Qualifications
- Former Chairman and CEO of Deere & Company; extensive international operations, manufacturing, consumer marketing, and sales experience; strategic planning and enterprise risk management insight; governance, talent succession, and executive compensation expertise; public company board leadership .
Equity Ownership
| Beneficial Ownership (as of Feb 7, 2025) | Current Shares Beneficially Owned | Rights to Acquire Beneficial Ownership | Total | Percent of Shares Outstanding |
|---|---|---|---|---|
| Samuel R. Allen | 1,329 | 13,574 | 14,903 | <1% |
- None of the reported shares are pledged as security by the named person; beneficial ownership reflects SEC rules and includes vested director RSUs that settle post-separation within “rights to acquire.” Percent ownership is calculated against shares outstanding as of Jan 31, 2025 .
- Director stock ownership guideline: Minimum ownership equal to 5× the annual cash retainer; all directors meet the guideline except Ms. DeVard, who remains within her five-year compliance window .
- Anti-hedging/anti-pledging: Dow prohibits hedging or pledging of Company stock by directors .
Governance Assessment
- Board effectiveness: Allen’s chairship of the Corporate Governance Committee places him at the center of director qualifications, refreshment, proxy access, ESG oversight, related-party approvals, and Board culture/meeting dynamics—areas directly influencing investor confidence .
- Independence and engagement: The Board has determined Allen is independent; he serves on two key committees and, like all directors, exceeded the 75% attendance threshold and attended all regular Board meetings and the 2024 annual meeting; executive sessions are held at each regularly scheduled Board meeting, with six in 2024 .
- Compensation alignment: Director pay uses a cash retainer plus time-based RSUs and targets the median of Dow’s Compensation Peer Group; 2024 adjustments were modest and peer-informed, and no performance-conditioned awards or options are granted to directors—reducing pay-related risk .
- Ownership alignment: Allen’s beneficial ownership and RSUs, combined with strict anti-hedging/pledging policies and robust stock ownership guidelines, support alignment with shareholders .
- Shareholder signals: Say‑on‑pay received 92% support in 2024, reflecting endorsement of compensation practices; management and selective Board members conducted extensive investor outreach during the year .
- RED FLAGS: None evident in proxy disclosures specific to Allen—no pledging, no director options or repricing, and related-party dealings reviewed and immaterial. Governance structures (Lead Independent Director, independent committees, clawback policy oversight by Compensation Committee) mitigate conflicts risk .