Wesley G. Bush

About Wesley G. Bush

Wesley G. Bush, age 64, has served as an independent director of Dow since 2018 and sits on the Audit, Corporate Governance, and Environment, Health, Safety & Technology (EHS&T) Committees . He is the former Chairman (2011–2019) and CEO (2010–2018) of Northrop Grumman, previously COO, CFO, and President of Space Technology; earlier roles include President & CEO of TRW’s UK Aeronautical Systems and engineering positions with Aerospace Corporation and Comsat Labs . The Board has determined he is an Audit Committee financial expert and financially literate under applicable standards .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit (9 meetings in 2024), Corporate Governance (5), EHS&T (4); Bush is a member, not a chair . The Board held 6 regular and 2 special meetings in 2024; all directors attended all six regular meetings and more than 75% of all meetings; average overall attendance >99% .
• Independence: The Board determined Mr. Bush is independent under NYSE and Company standards; all members of Audit, Compensation, Governance, and EHS&T Committees are independent .
• Audit Committee financial expertise: Bush designated as an audit committee financial expert; Audit Committee held 9 meetings including executive sessions and quarterly calls with management and auditors .
• Overboarding controls: Policy limits independent directors to ≤4 public boards (including Dow); Audit Committee service on >3 other public company audit committees requires Board determination; no director exceeded mandates in 2024 .

Fixed Compensation

• Annual cash retainer rates (as of Dec 31, 2024): Director retainer $135,000; Audit Chair $30,000; Compensation Chair $25,000; other Committee Chairs $20,000; Lead Director $40,000; all increased by $5,000 in April 2024 based on peer benchmarking and consultant input .

• Bush’s 2024 cash fees: $133,750 (paid quarterly on annualized basis; may include voluntary deferrals) .

Performance Compensation

• Annual RSU award: $195,000 value; 3,336 RSUs granted on April 11, 2024, vesting on the second anniversary; dividend equivalents paid during vesting; settlement in shares following separation of service; capability to defer RSU settlement 5/10/15 years .
• Grant details for Bush: 3,336 RSUs granted on 04/11/2024 at grant price $58.46; aggregate grant date fair value $195,023 .

• Outstanding unvested director RSUs as of Dec 31, 2024:

• Performance metrics: None disclosed for non‑employee director RSUs; awards are time‑based (no TSR/financial metric linkage) .

Other Directorships & Interlocks

• Related person transactions governance: Corporate Governance Committee reviews and approves/ratifies related‑party transactions; no director participates in consideration of transactions involving themselves/family; immaterial transactions identified in 2024 review .

Expertise & Qualifications

• CEO, COO, CFO, and operating expertise in aerospace/defense; strong finance/accounting, engineering, risk management, cybersecurity/IT, safety/environment/climate, and strategic planning credentials; stakeholder relations and public policy experience; board member of Conservation International .
• The Board’s skills matrix emphasizes financial/accounting, technology/cybersecurity, manufacturing/industry, strategic planning, enterprise risk management, and environmental/climate oversight—areas aligned with Bush’s profile .

Equity Ownership

• Stock ownership guidelines: minimum ≥5x annual cash retainer; directors have 5 years to comply; as of the proxy, all directors met guidelines except Ms. DeVard (expected to comply within window) .
• Beneficial ownership (as of Feb 7, 2025): Bush beneficially owns 26,093 current shares; rights to acquire 14,209 shares (includes RSUs/PSUs and vested director RSUs settling after service); total 40,302; less than 1% of outstanding; none of shares pledged .

• Hedging/pledging prohibition: Company policy prohibits hedging or pledging of Dow stock by directors .

Governance Assessment

• Positives

  • Deep multi‑disciplinary expertise (finance, operations, engineering, cyber) with CEO experience; serves on three key committees, including Audit where he is a designated financial expert—supports strong oversight of reporting, controls, and cybersecurity .
  • High attendance culture and engagement: all directors attended all 6 regular Board meetings; overall attendance >99%; multiple executive sessions; Audit met 9 times in 2024 .
  • Alignment: significant equity ownership; RSU awards; compliance with stock ownership guidelines; no pledging; director equity vests time‑based and settles post‑service, reinforcing long‑term alignment .
  • Overboarding risk managed: policy limits and annual review; Bush’s outside boards (Cisco, GM) within policy; audit committee overboarding also monitored .
  • Related‑party safeguards: formal policy; transactions with director‑affiliated companies reviewed and deemed immaterial/ordinary course .

• Potential Watch Items

  • External board interlocks (Cisco, GM): While within policy and immaterial based on disclosures, continuing monitoring is warranted for any evolving strategic/vendor relationships given Dow’s technology and industrial footprints .
  • Director pay inflation: The Board increased cash retainer and RSU grant values by $5,000 in April 2024; moderate, but track trend versus peer medians and performance outcomes .

• RED FLAGS

  • None identified: independence affirmed; no pledging; no material related‑party transactions; attendance robust; RSUs are time‑based with no option repricing or tax gross‑ups disclosed for directors .