UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

 

Dow Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

 

Notice of Annual Meeting of Stockholders

Dear Dow Stockholder,

You are invited to attend the 2022 Annual Meeting of Stockholders of Dow Inc. (the “2022 Meeting”) online at www.virtualshareholdermeeting.com/DOW2022.

At the 2022 Meeting, stockholders will vote on the following matters either by proxy or in person:

 

Election of the Directors named in the Proxy Statement

Advisory Resolution to Approve Executive Compensation

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022

Stockholder Proposal, if properly presented

Transaction of any other business as may properly come before the 2022 Meeting

 

Meeting Date

Record Date

Meeting Time

Thursday, April 14, 2022

Friday, February 18, 2022

8:00 AM Eastern Time

Virtual Meeting            www.virtualshareholdermeeting.com/DOW2022

HOW TO VOTE IN ADVANCE OF THE 2022 MEETING

Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2022 Meeting online. To vote online or by phone, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form.

 

				www.proxyvote.com
				1-800-690-6903 or the number provided on your voting instructions
				Use the postage-paid envelope provided if you received printed proxy materials

The Board of Directors of Dow Inc. (the “Board”) has set the close of business on February 18, 2022, as the record date for determining stockholders who are entitled to receive notice of and to vote at the 2022 Meeting and any adjournment or postponement thereof.

As permitted by the SEC rules, proxy materials were made available via the internet. Notice regarding availability of proxy materials and instructions on how to access those materials were mailed to certain stockholders of record on or about March 4, 2022 (the “Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials included instructions on how to vote and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a low-cost way to furnish stockholders with their proxy materials. If you previously chose to receive proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

 

2022   |  Dow Proxy Statement		i

 

HOW TO ATTEND THE 2022 MEETING

You are invited to attend the 2022 Meeting online at www.virtualshareholdermeeting.com/DOW2022.

Dow is pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel.

To participate in the 2022 Meeting, you must be a stockholder of record and log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form. Whether or not you participate in the 2022 Meeting online, it is important that your shares are included in the voting process.

If you are a beneficial stockholder, please follow the instructions on the voting instruction form provided by your bank or broker or other nominee to attend the 2022 Meeting online. Please contact your bank or broker if you have questions about how to obtain your control number.

Interested persons may also access the 2022 Meeting as guests, but will not be able to vote or ask questions during the 2022 Meeting.

HOW TO ASK QUESTIONS

Stockholders may submit questions during the 2022 Meeting using the “Ask a Question” field on the virtual meeting website.

You will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question.

Time has been allocated on the agenda to respond to questions submitted during the 2022 Meeting. Questions we do not answer during the 2022 Meeting will be answered in writing and posted on the Company’s website at investors.dow.com. Please refer to the 2022 Meeting Rules of Conduct and Procedures for more information on how to ask questions. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 2022 Meeting at www.virtualshareholdermeeting.com/DOW2022.

For more information, see the section titled “Voting and Attendance Procedures” on page vi.

A replay of the 2022 Meeting will be made available promptly at investors.dow.com and remain available for at least one year.

We encourage you to access the 2022 Meeting early. Online check-in will begin approximately 15 minutes before the 8:00 AM start time. If you encounter difficulties during the check-in or meeting time, we have technicians available to help you. The technical support contact information will be posted on the virtual meeting login page.

Thank you for your continued support and interest in Dow.

 

 

Amy E. Wilson

General Counsel and Corporate Secretary

March 4, 2022

 

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 14, 2022   The Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report are available at www.proxyvote.com.

 

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 (“COVID-19”) pandemic and other public health-related risks and events on Dow’s business; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow’s contemplated capital and operating projects; Dow’s ability to realize its commitment to carbon neutrality on the contemplated timeframe; size of the markets for Dow’s products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war; weather events and natural disasters; and disruptions in Dow’s information technology networks and systems.

Risks related to Dow’s separation from DowDuPont Inc. (“DowDuPont”) include, but are not limited to: (i) Dow’s failure to achieve in full the anticipated benefits that it expects to receive from the separation from DowDuPont; (ii) certain tax risks associated with the separation; (iii) the failure of Dow’s pro forma financial information to be a reliable indicator of Dow’s future results; (iv) receipt of less favorable terms in the commercial agreements Dow entered into with DuPont de Nemours, Inc. (“DuPont”) and Corteva, Inc. (“Corteva”), including restrictions under intellectual property cross-license agreements, than Dow would have received from an unaffiliated third party; and (v) Dow’s obligation to indemnify DuPont and/or Corteva for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in subsequent filings that we make with the SEC. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow assumes no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

The Company’s website, reports and social media feeds are not part of or incorporated by reference into this Proxy Statement.

 

2022   |  Dow Proxy Statement		iii

 

Table of Contents

 

 

iv		2022  |  Dow Proxy Statement

 

DEFINED TERMS

Capitalized terms, not otherwise defined in this Proxy Statement, have the meaning ascribed below:

 

2022 Meeting		2022 Annual Meeting of Stockholders of Dow Inc.
Annual Performance Award		Annual cash incentive program
Board		Board of Directors of Dow Inc.
CD&A		Compensation Discussion & Analysis
CEO		Chief Executive Officer
CFO		Chief Financial Officer
Committee		In the CD&A section, Compensation and Leadership Development Committee
Company		Dow Inc. and its consolidated subsidiaries
Compensation Peer Group		Peer group utilized for market comparisons, benchmarking and setting executive and non-employee Director compensation
Cumulative Cash from Operations		Cash provided by operating activities—continuing operations
Dow		Dow Inc. and its consolidated subsidiaries; all references to “we,” “us,” and “our” refer to the Company
EBIT		Earnings before interest and taxes
EDP		Elective Deferral Plan
ERG		Employee Resource Group—voluntary employee-led groups that foster inclusion at Dow and in the community
ESG		Environmental, Social and Governance
Free Cash Flow		“Cash provided by operating activities—continuing operations,” less capital expenditures (non-GAAP)
GHG		Greenhouse gas
GRI		Global Reporting Initiative
ID&E		Inclusion, Diversity and Equity
LTI		Long-term incentive
NEO		Named Executive Officer
Net-zero carbon emissions		Reduction of Scope 1 and 2 carbon dioxide emissions, including offsets from technology advancements
NYSE		New York Stock Exchange
Operating EBIT		Earnings (i.e., “Income from continuing operations before income taxes”) before interest, excluding the impact of significant items (non-GAAP)
Operating ROC		Net operating profit after tax (excluding significant items) divided by total average capital (non-GAAP), also referred to as ROIC
PSU		Performance stock unit
R&D		Research & Development
Relative TSR		Percentile ranking against the TSR Peer Group of stock price appreciation plus dividends paid
ROC		Return on capital
RSU		Restricted stock unit
SASB		Sustainability Accounting Standards Board
SEC		U.S. Securities and Exchange Commission
STEM		Science, Technology, Engineering and Math
SVP		Senior Vice President
TCFD		Task Force on Climate-related Financial Disclosures
TDCC		The Dow Chemical Company
TSR		Total shareholder return
TSR Peer Group		Peer group utilized to measure Relative TSR performance within the performance share programs
WEF		World Economic Forum
Zero-carbon emissions		Reduction of Scope 1, 2 and 3 carbon emissions, including offsets from product benefits and technology advancements Dow’s 2050 carbon neutrality target refers to Dow’s intention to achieve zero-carbon emissions by 2050

 

2022   |  Dow Proxy Statement		v

 

Voting and Attendance Procedures

In this Proxy Statement, you will find information on the nominees for election to the Board and other items to be voted upon at the 2022 Meeting and any adjournment or postponement of the 2022 Meeting. The background information in this Proxy Statement has been supplied to you at the request of the Board to help you decide how to vote and to provide information on the Company’s corporate governance and compensation practices. This Proxy Statement is first being distributed to stockholders on or about March 4, 2022.

VOTE YOUR SHARES

You are entitled to vote at the 2022 Meeting if you were a stockholder as of the close of business on February 18, 2022, the record date, or hold a valid proxy for the 2022 Meeting.

To vote online or by phone, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to log in to www.proxyvote.com. You may also vote your shares online during the 2022 Meeting by using your 16-digit control number to log in to www.virtualshareholdermeeting.com/DOW2022.

If you received printed proxy materials, you may also vote by mail. Your shares will be voted only if the proxy card or voting instruction form is properly signed and received by the Inspector of Election prior to the 2022 Meeting.

Except as provided below with respect to shares held in The Dow Chemical Company Employees’ Savings Plan, if no specific instructions are given by you, your shares will be voted as recommended by the Board.

You may revoke or change your proxy or voting instructions at any time before the polls close at the 2022 Meeting by sending a written revocation to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, by submitting another proxy card or voting instruction form, or by submitting a vote online or by phone.

If you are a beneficial stockholder, please follow the instructions on the voting instruction card provided by your bank or broker or other nominee to vote your shares. Please contact your bank or broker if you have questions about how to obtain your control number.

We encourage you to vote in advance, even if you plan to attend the 2022 Meeting online. Be sure to submit votes for each separate account in which you hold Dow common stock.

CONFIDENTIAL VOTING

The Company maintains vote confidentiality. Proxies and ballots of all stockholders are kept confidential from the Company’s management and Board unless disclosure is required by law and in certain other limited circumstances. This practice further provides that employees may confidentially vote their shares of Company stock held by The Dow Chemical Company Employees’ Savings Plan and requires the appointment of an independent tabulator and Inspector of Election for the 2022 Meeting.

PLAN SHARES

If you are enrolled in the direct stock purchase and dividend reinvestment plan administered by Computershare Trust Company, N.A. (the “Computershare CIP”), the shares of Dow common stock owned on the record date by you directly in registered form, plus all shares of Dow common stock held for you in the Computershare CIP, will appear together on a single proxy voting form. If no instructions are provided by you on an executed proxy voting form, your Computershare CIP shares will be voted as recommended by the Board.

Participants in The Dow Chemical Company Employees’ Savings Plan (the “Savings Plan”) will receive a voting instruction form. Your form will provide voting instructions to Fidelity Management Trust Company (the “Savings Plan

 

vi		2022  |  Dow Proxy Statement

 

Trustee”). If no instructions are provided to the Savings Plan Trustee, the Savings Plan Trustee and/or administrators of the Savings Plan will vote the shares held pursuant to the Savings Plan according to the provisions of the Savings Plan. In order to have your Savings Plan shares voted in accordance with your voting instructions, your voting instructions must be received by 11:59 PM Eastern Time on April 11, 2022.

DOW SHARES OUTSTANDING AND QUORUM

At the close of business on the record date, February 18, 2022, there were 735,085,853 shares of Dow common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50 percent of the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of business at the 2022 Meeting.

 

Agenda Item
1:		Election of Directors
		Each nominee must receive more FOR votes than AGAINST votes in order to be elected.
2:		Advisory Resolution to Approve Executive Compensation
		Agenda Item 2 must receive more FOR votes than AGAINST votes in order to be approved.
3:		Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022
		Agenda Item 3 must receive more FOR votes than AGAINST votes in order to be approved.
4:		Stockholder Proposal—Independent Board Chairman
		Agenda Item 4 must receive more FOR votes than AGAINST votes in order to be approved.

Abstentions and broker non-votes will be included in determining the presence of a quorum at the 2022 Meeting, but will not be counted or have an effect on the outcome of any matter except as specified below with respect to Agenda Item 3.

Broker non-votes occur when a person holding shares through a bank or broker, meaning that their shares are held in a nominee name or beneficially through such bank or broker, does not provide instructions as to how to vote their shares and the bank or broker is not permitted to exercise voting discretion. Under NYSE rules, even though your bank or broker is not permitted to exercise voting discretion, it may vote shares held in beneficial name only on Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm, without instruction from you, but may not vote on any other matter to be voted on at the 2022 Meeting.

A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2022 Meeting for 10 days prior to the 2022 Meeting upon request to the Office of the Corporate Secretary. In addition, the list of stockholders of record will also be available during the 2022 Meeting. To access the stockholder list during the 2022 Meeting, you will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form.

PROXY SOLICITATION ON BEHALF OF THE BOARD

The Board is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2022 Meeting, or an adjournment or postponement thereof. Dow directors, officers and employees may solicit proxies on behalf of the Board by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially compensated for their services in this regard.

Dow has retained D. F. King & Co., Inc., to aid in the solicitation of stockholders (primarily brokers, banks and other institutional investors) for an estimated fee of $16,000, plus reasonable expenses. Arrangements have been made with brokerage houses, nominees and other custodians and fiduciaries to send materials to their principals, and their reasonable expenses will be reimbursed by Dow upon request. The cost of solicitation will be borne by the Company.

 

2022   |  Dow Proxy Statement		vii

 

ATTENDING THE 2022 MEETING

The 2022 Meeting will be conducted in an online, virtual format. Dow is pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel. We have designed the virtual format to protect stockholder rights. For example: we have allocated time on the agenda to respond to questions submitted by stockholders, questions not answered during the 2022 Meeting will be answered in writing and posted on the Company’s website at investors.dow.com, and we will make available a replay of the 2022 Meeting promptly at investors.dow.com and remain available for at least one year.

You are entitled to attend, vote and ask questions in the virtual 2022 Meeting if you were a stockholder as of the close of business on February 18, 2022, the record date, or hold a valid proxy for the 2022 Meeting.

To attend, vote and ask questions online during the 2022 Meeting, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to log in to www.virtualshareholdermeeting.com/DOW2022. Whether or not you participate in the 2022 Meeting online, it is important that your shares are included in the voting process.

If you are a beneficial stockholder, please follow the instructions on the voting instruction card provided by your bank or broker or other nominee to attend, vote and ask questions online during the 2022 Meeting. Please contact your bank or broker if you have any questions about how to access the 2022 Meeting or to obtain your control number.

We encourage you to access the 2022 Meeting early. Online check-in will begin approximately 15 minutes before the 8:00 AM start time. If you encounter difficulties during the check-in or meeting time, we have technicians available to help you. The technical support contact information will be posted on the virtual meeting login page.

Interested persons may also access the 2022 Meeting as guests, but will not be able to vote or ask questions during the 2022 Meeting.

HOW TO ASK QUESTIONS

Stockholders may submit questions during the 2022 Meeting using the “Ask a Question” field on the virtual meeting website.

You will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question.

Time has been allocated on the agenda to respond to questions submitted during the 2022 Meeting. Questions we do not answer during the 2022 Meeting will be answered in writing and posted on the Company’s website at investors.dow.com. Please refer to the 2022 Meeting Rules of Conduct and Procedures for more information on how to ask questions. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 2022 Meeting at www.virtualshareholdermeeting.com/DOW2022.

OTHER MATTERS

The proxy or voting instruction form confers upon the designated persons the discretion to vote the shares represented in accordance with their best judgment. Such discretionary authority extends to any other properly presented matter. The Board does not intend to present any business at the 2022 Meeting that is not described in this Proxy Statement. The Board is not aware of any other matter that may properly be presented for action at the 2022 Meeting.

 

viii		2022  |  Dow Proxy Statement

 

Additional Information

FUTURE STOCKHOLDER PROPOSALS

If you satisfy the requirements of the rules and regulations of the SEC and wish to submit a proposal to be considered for inclusion in the Company’s proxy materials for the 2023 Annual Meeting of Stockholders of Dow Inc. (“2023 Meeting”), pursuant to Rule 14a-8 of the Exchange Act, please send it to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com. Under Rule 14a-8, these proposals must be received no later than 5:00 PM Eastern Time on November 4, 2022.

FUTURE ANNUAL MEETING BUSINESS

Under the Company’s Bylaws, if you wish to raise items of proper business directly at an annual meeting (including Director nominations outside of the proxy access process) other than stockholder proposals presented under Rule 14a-8 for inclusion in the Company’s proxy materials, you must give advance written notification to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com. For the 2023 Meeting, written notice must be received by the Office of the Corporate Secretary between 5:00 PM Eastern Time on November 4, 2022, and 5:00 PM Eastern Time on December 4, 2022. However, as provided in the Bylaws, different deadlines apply if the 2023 Meeting is called for a date that is not within thirty days before or after the anniversary of the 2022 Meeting; in that event, written notice must be received by the Office of the Corporate Secretary no earlier than the close of business on the 120th day prior to the 2023 Meeting and no later than the close of business on the later of the 90th day prior to the 2023 Meeting or the 10th day following the date on which public disclosure of the date of such meeting is first made by the Company. Such notices must comply with the procedural and content requirements of the Bylaws. If notice of a matter is not received within the applicable deadlines or does not comply with the Bylaws, the chairman of the annual meeting may refuse to introduce such matter. If a stockholder does not meet these deadlines, or does not satisfy the requirements of Rule 14a-4, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the annual meeting. The full text of the Bylaws is available on the Company’s website at investors.dow.com.

FUTURE DIRECTOR NOMINEES THROUGH PROXY ACCESS

Under the Company’s Bylaws, if you wish to nominate a director through proxy access, you must give advance written notification to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com. For the 2023 Meeting, written notice must be received by the Office of the Corporate Secretary between 5:00 PM Eastern Time on October 5, 2022, and 5:00 PM Eastern Time on November 4, 2022. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available on the Company’s website at investors.dow.com.

MULTIPLE STOCKHOLDERS WITH THE SAME ADDRESS

In accordance with a notice sent previously to stockholders with the same surname who share a single address, only one notice or set of proxy materials will be sent to an address unless contrary instructions were received from any stockholder at that address. This practice, known as “householding,” is designed to reduce printing and postage costs. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the practice. If you are a registered stockholder, you may revoke your consent at any time by sending your name and your holder identification number to the Office of the Corporate Secretary at corporatesecretary@dow.com. If you hold your stock with a bank or broker, you may revoke your consent to

 

2022   |  Dow Proxy Statement		ix

 

householding at any time by contacting Broadridge Financial Solutions Inc., 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095. If you are a registered stockholder receiving multiple copies at the same address or if you have a number of accounts at a single brokerage firm, you may submit a request to receive a single copy in the future by contacting the Office of the Corporate Secretary at corporatesecretary@dow.com. If you hold your stock with a bank or broker, contact Broadridge Financial Solutions Inc. at the address and telephone number provided above. The Company will promptly deliver to a stockholder who received one copy of proxy materials as the result of householding, a copy of the materials upon the stockholder’s written request to the Office of the Corporate Secretary at corporatesecretary@dow.com.

ELECTRONIC DELIVERY OF PROXY MATERIALS

Stockholders may request proxy materials be delivered to them electronically by enrolling at www.proxyvote.com or https://enroll.icsdelivery.com/dow. This results in faster, online delivery of the Proxy Statement, Annual Report and related materials. Going paperless is not only convenient for stockholders, but it also saves resources and reduces Dow’s impact on the environment.

COPIES OF PROXY MATERIALS AND ANNUAL REPORT

The Notice of Internet Availability of Proxy Materials and Proxy Statement and Annual Report are posted on the Company’s website at investors.dow.com and at www.proxyvote.com.

COPIES OF CORPORATE GOVERNANCE DOCUMENTS

The Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Code of Conduct, Code of Financial Ethics, Board Committee Charters and other governance documents are posted on the Company’s website at investors.dow.com. Stockholders may request to receive printed copies of each of these documents at no charge by contacting the Office of the Corporate Secretary at corporatesecretary@dow.com.

 

x		2022  |  Dow Proxy Statement

 

		RICHARD K. DAVIS Lead Director since 2021   ✓ Strong familiarity with the Dow Board and Committee structure and rapport with the other independent Directors   ✓ Global leadership experience as a former Chairman and Chief Executive Officer of a public company   ✓ Vast knowledge in industries subject to extensive regulation, including risk management   ✓ Extensive expertise in international business operations, financial services, and capital allocation   ✓ Broad public company board experience across the financial services and medical industries   ✓ Deep knowledge of corporate governance and compensation matters and financial expertise						A Message from our Independent Lead Director   Dear Fellow Stockholders,   Dow’s independent Directors, alongside Chairman and Chief Executive Officer Jim Fitterling, are pleased to invite you to our Company’s 2022 Annual Meeting of Stockholders. It is my privilege as your independent Lead Director to have the opportunity to write to you as part of this year’s Proxy Statement and to provide insights into the Company’s progress.   At Dow, we know that strong corporate governance is critical to achieving our ambition to become the most innovative, customer-centric, inclusive and sustainable materials science company in the world. This begins with a strong, independent Board of Directors with the right skills and experiences, clearly defined committee roles and responsibilities, active engagement with Company leadership, and oversight of the strategy and overall performance. As a Board, we remain committed to executing these responsibilities and are keenly focused on Dow’s strategic initiatives to continuing financial growth; ESG progress; and driving long-term stockholder value.   We also know we can achieve our ambition only through engaging with our stakeholders, including our stockholders, to fully understand your feedback and to ensure we continue to serve your interests. As the Board’s independent Lead Director, I enjoy the opportunity to meet with investors and stockholders. I share your perspectives and viewpoints with the Board, which enhances our decision-making and helps guide our oversight and input into a broad range of important topics, including Board and management team composition and effectiveness, business strategy development, Company performance, and risk management.   Through our continued stockholder outreach, we heard a high level of interest in Dow’s leadership to advance plastics circularity and a zero-carbon economy, and the Company’s efforts to enhance inclusion, diversity, and equity. As a Board, in addition to financial excellence and integrity, we are committed to continuous improvements in environmental performance, societal contributions, and corporate governance.   Here are just a few examples of recent actions Dow has taken, stemming from that commitment:   •  Shared our planned pathway to decarbonize our asset footprint and grow earnings, creating value for all our stakeholders. •  Enhanced the link between our ESG progress and our compensation through our annual employee performance award and executive compensation programs. •  Added expertise and experience by electing two new Directors in 2021, strengthening our Board with a diverse group of Director nominees standing for election. •  Increased our Dow ACTs commitment to $13 million to enhance inclusion, diversity, and equity through partnerships with historically black colleges and universities and programs. •  Improved ESG transparency by building on our nearly 20-year history of annual sustainability reporting through the launch of INtersections, our holistic, comprehensive ESG report. •  Raised the bar in our ESG reporting and disclosures through improved carbon emissions and circularity reporting, and improved climate risk disclosures and greenhouse gas intensity metrics. •  Reinforced ESG oversight and accountability in the responsibilities of our Board’s committees.   In addition, in 2021, Dow delivered record earnings performance and returned $3.1 billion to stockholders, making it a truly historic year for the Company. I encourage you to read the Proxy Statement, Annual Report and our INtersections ESG report, for more insights into these achievements and more.   On behalf of Dow’s Board and management team, thank you for choosing to invest in Dow. Your trust, support, and engagement are important to us as we continue to deliver solutions that address the largest issues facing our world, while also creating long-term, sustainable value for all our stakeholders.       Richard K. Davis Dow Lead Director

 

2022   |  Dow Proxy Statement		xi

 

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

2022 ANNUAL MEETING OF STOCKHOLDERS OF DOW INC.

 

Meeting Date

Record Date

Meeting Time

Thursday, April 14, 2022

Friday, February 18, 2022

8:00 AM Eastern Time

Vote Your Shares in Advance						Attend the 2022 Meeting
		Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2022 Meeting.				You are invited to attend the 2022 Meeting online at www.virtualshareholdermeeting.com/DOW2022.   To vote and ask questions during the 2022 Meeting, you must be a stockholder of record and log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form.   Interested persons may also access the 2022 Meeting as guests, but will not be able to vote or ask questions during the 2022 Meeting.   We encourage you to access the 2022 Meeting early. Online check-in will begin approximately 15 minutes before the 8:00 AM start time. If you experience technical difficulties during the check-in or meeting time, please call technical support. The technical support contact information will be posted on the virtual meeting login page.   Questions we do not answer during the 2022 Meeting will be answered in writing and posted on the Company’s website at investors.dow.com. A replay of the 2022 Meeting will be made available promptly at investors.dow.com and remain available for at least one year.   For more information, see the section titled “Voting and Attendance Procedures” on page vi.
				www.proxyvote.com
				1-800-690-6903 or the number provided on your voting instructions
				Use the postage-paid envelope provided if you received printed proxy materials
		You may also vote online during the 2022 Meeting at www.virtualshareholdermeeting.com/DOW2022.   To vote online or by phone, you will need your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form.
Ask Questions
		You may submit questions during the 2022 Meeting at www.virtualshareholdermeeting.com/DOW2022.   To ask a question, you will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form.

AGENDA AND VOTING RECOMMENDATIONS

The Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report are available at www.proxyvote.com.

 

Agenda Item				Board Vote Recommendation		Page Reference
1:		Election of Directors		FOR		42
2:		Advisory Resolution to Approve Executive Compensation		FOR		95
3:		Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022		FOR		96
4:		Stockholder Proposal—Independent Board Chairman		AGAINST		100

 

1		2022  |  Dow Proxy Statement

 

ABOUT DOW

Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance (ESG) leadership to achieve profitable growth and deliver a sustainable future. The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company in the world. Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications. Dow operates 104 manufacturing sites in 31 countries and employs approximately 35,700 people. Dow delivered net sales of approximately $55 billion in 2021. For more information, please visit www.dow.com or follow @DowNewsroom on Twitter. The Company’s website, reports and social media feeds are not part of or incorporated by reference into this Proxy Statement.

 

 

How Do We Deliver a Sustainable Future?

Every answer starts with asking the right questions. At Dow, these questions and the pursuit of solutions for the world’s toughest challenges drive us to fulfill our purpose—to deliver a sustainable future for the world through our materials science expertise and collaboration with our partners. It’s also why we aim to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world.

Together, our ambition and purpose inspire us to deliver innovative, sustainable solutions that transform our world. They motivate us to continuously improve how we interact with our customers and partners as we strive to be easy, enjoyable and effective to work with … and they command us to foster a culture where differences are an advantage.

We know our materials science drives innovations that benefit our customers, our Company, investors and our communities, and are pivotal to helping deliver a more sustainable future for people and planet.

 

 

 

2022   |  Dow Proxy Statement		2

 

2021 Financial and

ESG Performance Highlights

 

 

 

 

 

1	Baseline year is 2020.

 

3		2022  |  Dow Proxy Statement

 

 

1

For a detailed list of our industry peers, see the Definitions section of the Appendix.

2

Launched in 2020, Dow ACTs (Advocacy, Community and Talent) is a strategic framework outlining a set of actions Dow is taking to address systemic racism and racial injustice.

 

2022   |  Dow Proxy Statement		4

 

Years of ESG Leadership

Guided by our purpose and fueled by the passion of Team Dow, we are focused on creating shared value for all our stakeholders and using science and ingenuity to bring life-enhancing products and solutions to everyone, everywhere. As such, our environmental, social and governance strategy is key to creating long-term value for our Company, society and shareholders. Collaborating with a wide range of stakeholders to advance environmental stewardship. Cultivating a culture of inclusion, diversity and equity. Achieving results through highly principled and socially responsible business practices. Contributing to the well-being of our communities. These commitments reflect our culture of operational excellence, high ethical standards, strict financial discipline and transparent risk management.

The year 2022 marks Dow’s 125th anniversary. Since our founding in 1897, our Company has existed to “do it better”—to make a material and positive impact on people’s lives. Take a look at how our materials science has helped transform our Company, industries and the world throughout our history.

 

 

5		2022  |  Dow Proxy Statement

 

 

2022   |  Dow Proxy Statement		6

 

A PROACTIVE APPROACH TO ESG REPORTING AND DISCLOSURE

Dow has been a leader in reporting and transparency since our first sustainability report in 2003. We have continued to build on our foundation of reporting against the GRI Standards Comprehensive option and referencing our disclosures to the SASB Standards and the WEF’s Stakeholder Capitalism metrics. The report also serves as Dow’s Communication on Progress for its commitment to the United Nations Global Compact. We have reported details of our climate governance and performance as an early adopter of both the CDP (formerly the Carbon Disclosure Project) and Scope 3 reporting. We participate on the Task Force on Climate-Related Financial Disclosure (“TCFD”) and use their reporting framework in our disclosures. In 2021, Dow built upon its nearly 20-year history of sustainability reporting by successfully releasing its first comprehensive, integrated ESG report—INtersections—which received ‘best in class’ recognition for its analyst table disclosures. The Company intends to meet its commitment to fully implement the recommendations of the TCFD as part of the Company’s 2021 ESG Report, to be published in 2022.

Enhancing our ESG performance is a critical part of Dow’s strategy and we have active engagement with our Board, ensuring transparency and accountability. Each Committee is responsible for oversight of specific strategic and ESG areas relevant to their respective Charters. The role of the Board and each Committee is described in more detail beginning on page 28.

Dow’s full annual disclosure of ESG performance can be found on our website at www.dow.com/esg. Dow’s public policies on topics such as Chemical Management, Responsible Care, Energy and Climate Change, Sustainability, and Environment, Health & Safety can be found on our website at www.dow.com/about. Additional ESG resources can be found here: https://investors.dow.com/en/esg-resources/default.aspx.

STAKEHOLDER ENGAGEMENT ON ESG STRATEGY

Engaging stakeholders and establishing collaborative partnerships is an essential element of our ESG strategy. By engaging with a wide variety of stakeholders on a regular basis, we build a clearer understanding of complex global challenges and of the local conditions in the countries where we do business. Stakeholders include customers, suppliers, current and prospective employees, community advisory panels, societal organizations, regulators, shareholders and investors. We also bring in diverse perspectives and guidance through our external Sustainability External Advisory Council (SEAC) and Science and Technology Advisory Council (STAC).

TRACKING ESG PROGRESS THROUGH COMPENSATION PROGRAMS

We know accountability drives progress and performance. With that in mind, in 2021 our Annual Performance Award program and executive compensation programs were designed to motivate and reward employees for their contributions towards Dow’s most critical goals. The Annual Performance Award program reflects clear metrics for measuring our financial, ESG and safety progress and success, as well as an assessment against an Individual Performance Factor. These metrics and progress are published internally and visible for every employee in the Company.

 

7		2022  |  Dow Proxy Statement

 

The Compensation and Leadership Development Committee annually reviews and evaluates the executive compensation programs to ensure alignment with Dow’s compensation philosophy and with expected performance. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 57.

2021 Annual Performance Award Design and Metrics

 

 

Customer Experience		Sustainability		Inclusion 3
Customer Experience Index (CXi)—a quarterly measurement of direct and prospective customer sentiment across every touchpoint with Dow		World Leading Operations composite index measuring: •   Unplanned Events •   Total Worker Health •   Environmental Stewardship •   Transportation Stewardship		Measured as a percentage of Dow’s workforce: •   Global ERG Participation •   Global Women Representation •   U.S. Ethnic Minority Representation

 

1	Operating EBIT is defined as earnings (i.e., “Income from continuing operations before income taxes”) before interest, excluding the impact of significant items.

 

2	Free Cash Flow is defined as “Cash provided by operating activities-continuing operations,” less capital expenditures.

 

3	The inclusion metric is incorporated in the Annual Performance Award targets for approximately 3,000 people leaders and senior leaders.

ESG STRATEGIC AREAS OF ACTION

Dow focuses on four strategic areas of action – Environmental Performance; Inclusion, Diversity and Equity; Community; and Corporate Governance – to deliver solutions to global challenges and create lasting value for our customers, communities, employees, businesses and stockholders. The four strategic areas of action are described in more detail beginning on page 9.

 

Environmental Performance		Our strategy for building a more sustainable world focuses on three priority areas: circular economy, climate protection and safer materials. These areas address some of the most pressing challenges facing our planet and offer the most opportunity for Dow to use our science and global scale to make a positive impact.
Inclusion, Diversity & Equity		Realizing our purpose and ambition as a company requires an inclusive culture that enables our people to develop, advance, be heard and contribute their greatest value. It requires a diverse workforce that brings wide-ranging, fresh perspectives on how to tackle global challenges and innovate for our customers.
Community		We believe in sustainable business that creates positive social change. The Global Citizenship strategy is a road map for how we connect our core strengths – our science and technology expertise, and global reach and resources – to enhance the lives of people in our communities and help make our planet more sustainable.
Corporate Governance		Best-in-class governance strengthens accountability and protects the long-term interests of all of Dow’s stakeholders. ESG leadership starts with the diverse and highly skilled Board and well-defined Committee structure. The Board actively engages with management in oversight and stewardship of the Company’s strategy, risk management and overall performance.

 

2022   |  Dow Proxy Statement		8

 

		ENVIRONMENTAL PERFORMANCE

 

Dow has been committed to sustainability and world-class environment, health and safety (EH&S) performance throughout our 125-year history, as demonstrated by our commitment to the Responsible Care^® principles and our industry-leading, decade-long Sustainability Goals. We are currently executing on our 2025 Sustainability Goals that set the standard for the chemical industry by focusing on more sustainable ways to do business and leading the transition to a more sustainable future. These goals continue to create significant value for the environment, our customers, for Dow and increasingly for our investors. Additional information on our 2025 Sustainability Goals can be found here: https://corporate.dow.com/en-us/science-and-sustainability/2025-goals.html.

 

In 2019, we identified three focus areas where we believe we can make the biggest difference and drive industry-wide change: Climate Protection, Circular Economy and Safer Materials. These global priorities represent areas where we are using our science, size and global relationships across our value chains to seek and create shared opportunity for Dow and society.

To accelerate our sustainability agenda, in 2020, we set multi-decade targets to put us on a path to achieve carbon neutrality and eliminate plastic waste.

 

 

 

9		2022  |  Dow Proxy Statement

 

Dow’s Actions to Achieve its Sustainability Targets

Throughout 2021, we advanced toward zero-carbon emissions and plastics circularity. In this Proxy Statement, zero-carbon emissions means the reduction of Scope 1, 2 and 3 carbon emissions, including offsets from product benefits and technology advancements; net-zero carbon emissions means the reduction of Scope 1 and 2 carbon dioxide emissions, including offsets from technology advancements. Dow’s 2050 carbon neutrality target refers to Dow’s intention to achieve zero-carbon emissions by 2050.

Path to Zero-Carbon Emissions

We have a clear plan to reach our 2030 carbon emissions reduction target and we will build on our progress to achieve carbon neutrality by 2050. Some recent examples of our advancements include:

 

•

Development of phased site emissions reduction plans, including replacing/upgrading end-of-life and high carbon-intensity assets with more efficient and lower carbon solutions;

 

•

Continued integration of cost-efficient clean energy including hydro, wind, solar (photovoltaic, concentrated solar power); and

 

•

Innovating next-generation manufacturing technologies, such as Fluidized Catalytic Dehydrogenation (FCDh), Ethane Dehydrogenation (EDH) and electric cracking technology (e-cracking).

In October 2021, we announced plans to build the world’s first net-zero carbon emissions integrated ethylene cracker and derivatives site with respect to Scope 1 and 2 carbon dioxide emissions. The project is expected to more than triple Dow’s ethylene and polyethylene capacity from its Fort Saskatchewan, Alberta, Canada site, while retrofitting the site’s existing assets to facilitate net-zero carbon emissions.

 

		Reducing CO2 Emissions by 30% by 2030 while Growing the Enterprise
		•   Phased-strategy to decarbonize our footprint and grow our capacity at ROIC >13%   •   Timing based on affordability, macro, regulatory drivers and incentives   •   Leveraging existing and new CO2-efficient technologies: TX-9, FCDh, EDH and e-cracking

 

1

Volume Growth represents ethylene capacity, excludes joint ventures.

 

2022   |  Dow Proxy Statement		10

 

We have adopted a phased, site-by-site approach that both retrofits and replaces end-of-life assets with capacity that has lower-carbon emissions. By 2030, these plans are expected to deliver 30 percent carbon emissions reduction compared to 2005 levels, using a disciplined approach based on affordability, macro and regulatory drivers. Our Texas-9 (TX-9) ethane steam cracker project completed in 2021 serves as a foundation for this reduction. It is our leading asset in terms of reliability, cost, returns, and carbon intensity. We are building on the progress from TX-9 and incorporating circular hydrogen and carbon capture to aim to reduce another 5 million metric tons of carbon dioxide by 2030. In addition to building the world’s first net-zero carbon emissions site in Alberta, Canada, Dow also has shared a multi-generation plan to convert our site in Terneuzen, The Netherlands, to a clean hydrogen plant.

 

 

 

 

1	IPA 2020 benchmarking results and other third-party consultants.

Additional actions to achieve carbon neutrality include expanding access to renewable power by more than 50 percent to greater than 850 MW; initiating a joint development with Shell to develop electrified cracking technology powered by clean energy; and deploying materials to help reduce emissions for customers and industries that will help us to capture value from increasing demand for low-carbon footprint and sustainable products.

These are just some examples of critical steps on our path to carbon neutrality by 2050 while enabling business growth.

Alignment to the Paris Agreement

Climate change has serious consequences for the global economy and human progress, and Dow embraces our responsibility to accelerate work to reduce global carbon emissions. We support the Paris Agreement and are committed to achieving its goal of keeping global temperature rise well below 2°C, and to pursue efforts to limit the increase to 1.5°C.

We have been working with internal and external stakeholders to understand how Dow can best demonstrate and enact our commitment to decarbonization in line with climate science. Some technologies needed for deep decarbonization – such as carbon capture, usage and storage – are not yet available at scale, which limits our ability to tackle this problem in

 

11		2022  |  Dow Proxy Statement

 

the short term. However, through investments in longer-term innovation, such as electrifying ethylene steam crackers and circular economy projects, we are committed to transitioning to cleaner manufacturing facilities by 2050 and enabling positive climate impact across value chains through recycled feedstocks and product innovations.

Drive toward Circularity: Stop the Waste; Close the Loop

As one of the world’s leading plastics makers, Dow and the plastics value chain are making significant investments to help create a circular economy. Moving toward a more circular world for the products we consume every day is important not only to stop increasing environmental pollution but also to address climate change. In 2021, we continued to make progress with our focus on Stop the Waste and Close the Loop targets:

Keeping Plastic Out of the Environment

 

•

Achieved 23 Kilotons in 2021 toward our commitment to enable 1 million metric tons of plastic to be collected, reused or recycled by 2030

 

•

Invested $15 million in Circulate Capital’s Ocean Fund—the first fund and incubator preventing ocean plastic

 

•

Established the Closed Loop Circular Plastics Fund, in partnership with LyondellBasell and NOVA Chemicals and managed by Closed Loop Partners, with an initial $25 million investment to invest in scalable recycling technologies, equipment upgrades and infrastructure solutions

 

•

Continued commitment to Operation Clean Sweep, with annual reporting on the number and volume of incidents of any release of plastic from inside Dow facilities to outside of site boundaries that are greater than 0.5 kilograms per incident

Increasing Impact Through Partnerships

 

•

Continued partnership with the Alliance to End Plastic Waste, of which Dow is a founding member; the Alliance has over 35 projects in 29 countries across the regions of Asia, Africa and Latin America, working in the spaces of infrastructure, innovation and clean-up

 

•

Announced partnership with Mura Technology to scale advanced recycling solution for plastics

 

•

Invested in Mr. Green Africa, enabling diversion of 90 kilotons plastic waste to be recovered and recycled into new applications over 4 years

 

•

Announced advanced recycling partnerships with Gunvor Petroleum Rotterdam and New Hope Energy to purify and supply feedstocks derived from plastic waste, to be used to produce circular plastics

 

•

Received International Sustainability & Carbon Certification (ISCC) PLUS recognition at several of Dow’s largest manufacturing facilities for their compliance with rigorous tracking of sustainable feedstocks use

 

•

Working with Haldor Topsoe to fast-track the design, engineering and construction of a 10 kiloton/year market development unit at Dow’s Terneuzen site to purify pyrolysis oil feedstock derived from waste plastics for use in making circular products

Delivering Circular Economy Solutions

 

•

81 percent of our products sold today into packaging applications are recycle-ready

 

•

Tripled sales of product made with renewable bio-based feedstock

 

•

Continued innovating new post-consumer recycled (PCR) packaging products; REVOLOOP™ PCR plastics sales and supply partnerships in every geography

Plastics are an essential part of the world’s journey toward a lower carbon future. Our comprehensive approach to reducing carbon footprint and increasing circularity is grounded in our purpose: to deliver a sustainable future through our materials science expertise.

 

2022   |  Dow Proxy Statement		12

 

		INCLUSION, DIVERSITY AND EQUITY

At Dow, Inclusion, Diversity and Equity is core to our ambition, embedded into our culture, and imperative to business success. Our intent is clear to both our employees and stakeholders that we will improve the culture of our workplace and the diversity of our workforce to drive stronger business results. To that end, we have taken deliberate actions to drive inclusion, diversity and equity (“ID&E”) into our organization, our processes and the way we operate through a comprehensive ID&E strategy that is embedded into our corporate strategy, and through a system of accountability at every level of the organization.

Human Capital

Dow’s ambition – to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world – starts with people. Dow employees create innovative and sustainable materials science solutions to advance the world. Every answer starts with asking the right questions. This is why the diverse, dedicated Dow team collaborates with customers and other stakeholders to find solutions to the world’s toughest challenges. The Company’s values of Respect for People, Integrity and Protecting Our Planet are fundamental beliefs that are ingrained in each action taken, can never be compromised and are the foundation of the Company’s Code of Conduct. The Company is dedicated to employee health and safety and is invested in fostering a culture of inclusion and continuous learning while supporting its employees through its Total Rewards plans and programs to ensure all Dow employees are respected, valued and encouraged to make their fullest contribution.

The Compensation and Leadership Development Committee and the Environment, Health, Safety & Technology Committee regularly review our approach to human capital management as it aligns to their areas of responsibility. Additional information regarding human capital management can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company’s annual INtersections ESG report, as well as Dow’s U.S. Equal Employment Opportunity Report (EEO-1), accessible through the Inclusion and Diversity website at www.dow.com/diversity.

 

13		2022  |  Dow Proxy Statement

 

Accountability at Every Level Drives Progress and Results

Our strategy is built on seven global foundational pillars that focus on our employees and our suppliers, customers and communities where we operate, and is implemented in our geographic regions at a local level.

 

 

Top-Down Commitment

q  Board and Leadership Team Oversight   q  Chief Inclusion Officer   q  Inclusion Councils: President’s Inclusion Council, Senior Leaders’ Inclusion Council, Joint Inclusion Council   q  The ESG Network   q  Dow Company Foundation Board

 

Bottom-Up Alignment and Action

p  Inclusion metrics included in 2021 Performance Award program for approximately 3,000 people leaders and senior leaders   p  Annual employee survey includes ID&E questions to track and drive progress   p  Volunteer-based Employee Resource Groups   p  Team Dow engaged and empowered to advance inclusion around the Dow world

 

2022   |  Dow Proxy Statement		14

 

Attracting and Developing a Diverse Talent Pipeline

In order to make sustainable progress, we must develop tomorrow’s talented workforce today. A focus of our 2025 ID&E strategy is improving the representation of underrepresented populations, including women globally and ethnic minorities in the U.S. at Dow.

We are deliberate in how we attract and hire talent, and we have embedded inclusion and equity into our external and internal hiring practices to deliver more diverse outcomes. Those practices include:

 

◾

Internally posting roles to maximize transparency

 

◾

Requiring diverse candidate slates and interview panels for all open roles

 

◾

Utilizing a structured interview process to drive consistency and mitigate bias

As a result, we improved representation of women globally and U.S. ethnic minorities.

We also have specific programs to attract talent. For example:

 

◾

BEST Symposium is primarily intended to introduce Black, Hispanic and Native American U.S. doctoral and postdoctoral scientists to the wide range of rewarding careers in industrial research and the many opportunities at Dow. In 2021, 29 scientists participated in the symposium and 13 were hired.

 

◾

Diamond Symposium is intended for top, U.S. ethnic minority undergraduate students from universities across the United States. The team hosted 51 students virtually and extended 25 internship and full-time offers with a 56 percent offer acceptance rate in 2021.

 

◾

The Military Degree Equivalency (MDE) Program helps level the playing field for veterans seeking careers with the Company. The MDE program affords individuals with extensive military backgrounds the opportunity to bring their broad scope of training and education, experience in leadership and understanding of performing in high-pressure situations into a successful career at Dow.

 

◾

Dow Brazil launched Potências Negras, the “Black Powers” program. This trainee program focused exclusively on attracting talent from underrepresented groups. More than 6,000 applicants who self-identified as Black or Brown applied, and out of 45 finalists nine were hired and onboarded in 2021. Participants attend a wide range of courses as part of the training—from business and financial acumen, to digital and interview skills.

 

◾

In 2021, Dow joined OneTen a coalition of businesses who are coming together to upskill, hire and advance one million Black individuals in America over the next 10 years into family-sustaining jobs with opportunities for advancement.

 

15		2022  |  Dow Proxy Statement

 

Investing in our Workforce

Developing and retaining a diverse workforce is imperative to delivering the best results at Dow and it starts with leadership. That is why one of our top priorities is diversifying our leadership ranks and equipping all leaders to be effective in how they motivate and inspire everyone on their teams.

Dow employs a range of leadership development approaches, including on-the-job learning, classroom training, online learning, development through ERG participation, and formal mentorship and sponsorship programs. For example, Advocacy in Action (AiA) is a 15-month sponsorship program which pairs Black proteges with senior leader advocates with the goal of career advancement and educating the advocates on race. In the first year of the program, almost half of the proteges are in new roles or have received a promotion. We have similar regional development programs around the world, including: Shape Your Own Paths in Asia Pacific, the Africa Leadership Program, and the EMEAI Female Sponsorship Program. Dow also leverages programs from external partners like EY’s POWER Up, where over 1,300 women and 400 men worldwide have participated in this program focused on building behaviors and empowering women to move forward in their careers.

 

SPONSORSHIP PROGRAM FIRST COHORT RESULTS		ADVANCEMENT     4 new People Leaders   100% AiA prepared me to lead   14 promotions, job changes		RETENTION     >90% still with Dow 60% AiA pivotal in decision to stay		ENGAGEMENT     100% increased personal/professional satisfaction and engagement

Enhancing Inclusive Total Rewards at Dow

We know it is critical to have an inclusive culture where employees feel they belong and want to stay with Dow. To that end, we are also institutionalizing inclusion into our policies and practices across the Company. In 2021, we introduced new global paid time off policies that will provide equal opportunity for our employees to take care of their families, volunteer and engage in ERG activities.

Key upgrades to our 2021 Total Rewards program included:

 

•

16 weeks parental leave for both birthing and non-birthing parent, regardless of gender

 

•

3 weeks family care leave

 

•

12 hours of paid time off per year to support ERG participation or volunteerism

 

2022   |  Dow Proxy Statement		16

 

 

Supplier Diversity: Promoting Diversity across Our Supply Chain

We believe our business is stronger when we promote diversity across our entire supply chain. For our suppliers, that means opportunities for growth and increased sales volume. Plus, supplier diversity delivers bottom-line value for Dow—delivering over $15 million in EBIT in the last four years of our Supplier Diversity program and increasing spend by 15 percent this year compared with 2020. This is a program that opens doors for our suppliers, and also strengthens the communities where we operate. As a leader in ID&E, we know we must lead outside of our fence line and for our society.

 

 

 

 

17		2022  |  Dow Proxy Statement

 

		COMMUNITY

Through charitable investments, employee volunteerism and global and local partnerships, we create meaningful impact in areas that connect science, people and community across the globe.

Contributing to a Better Society

 

Using Dow Products for Social Good

We believe in sustainable business that creates positive social change. By combining Dow products, technology and expertise with social impact, we create value for business and society. Dow’s Business Impact Fund was created to give Dow businesses the resources to develop projects that create market opportunities by solving social problems through our own technology and expertise. This competitive grant fund provides Dow businesses with $2 million annually in seed grants.

 

 

 

2022   |  Dow Proxy Statement		18

 

Community Advisory Panels

Sixty-seven percent of U.S. Dow sites have Community Advisory Panels (CAPs) or participate in a multi-company Community Advisory Council with local industry peers. Through strong and dedicated community engagement to effect real change, we share information on a number of topics including environmental performance, safety and emergency preparedness, and collaborate on a variety of topics such as economic development, health and wellness, infrastructure, poverty, housing and food security. This type of collaboration builds and reinforces strong relationships between Dow and the community.

In addition to U.S. Dow sites, there are CAPs in other Dow regions. We also engage with other industries and corporations through national organizations, across Dow regions. The feedback we receive, whether it is through CAP meetings, local government organizations, industry partnerships, or directly from community members, is addressed in order to maintain the highest standards of safety, security and emergency preparedness in every Dow community. Community members have access to Dow and Dow-related information 24/7, whether it is through social media, WhatsApp, local community hotlines, Dow websites, and/or email. Dow is committed to acting on community input and communicating transparently to ensure our communities where we live and work remain strong and vibrant.

Addressing the World’s Pressing Social Challenges

 

DISASTER RELIEF AND RECOVERY		ADDRESSING INCLUSION, DIVERSITY, AND EQUITY CHALLENGES
•  Launched a global Employee Relief Fund and supported 417 colleagues affected by Hurricane Ida, Hurricane Nicholas and flooding in India with approximately $480,000 in relief funding.   •  Committed $2 million support toward Hurricane Ida relief, recovery and resiliency.   •  Supported mental health programming as needs grew from the pandemic and provided additional COVID-relief support for Argentina, Brazil, Colombia, India and Mexico.		•  $13 million committed as part of Dow ACTs—a framework designed to address systemic racism and inequity within our Company and in the communities where we live and work.   •  Joined OneTen—a coalition of businesses that are coming together to upskill, hire and advance one million Black individuals in America over the next 10 years.   •  Expanded student academies to build more diverse pipelines of talent.   •  Committed $350,000 through the ALL IN ERG Fund to help champion community inclusion projects.
#PULLINGOURWEIGHT CLEANUPS		SUPPORTING STUDENTS AND TEACHERS
•  Sustained concentration on waste removal with approximately 7,500 people taking part in 195 cleanups in 32 countries, which removed approximately 390,000 pounds of waste from the environment.   •  Joined the Alliance to End Plastic Waste’s Clean4Change Challenge.   •  Collaborated across the value chain, engaging partners, including Alliance to End Plastic Waste, Kelly, Arcadis, Jacobs and more.		•  Aligned to Dow ACTs, continued engagement with HBCUs 1 for program support, including investment to retain and develop Black students in STEM and build the Ph.D. talent pipeline.   •  Partnered with Project Lead The Way and American Institute of Chemical Engineers (Future of STEM Scholars Initiative) to build the STEM pipeline for HBCUs.   •  Invested in FIRST robotics in 18 countries and directly supported more than 100 teams where Dow employees had the opportunity to mentor.

 

1	Historically Black Colleges & Universities including Howard University, Florida Agricultural and Mechanical University, North Carolina A&T University, Southern University, and Prairie View A&M University.

 

19		2022  |  Dow Proxy Statement

 

Advancing Racial Equity & Justice through Dow ACTs

Dow ACTs is our framework designed to address systemic racism and inequality within our organization and in our communities, backed by a $13 million pledge over five years to help accelerate change. This strategic framework was informed by input from our employees and the Global African Affinity Network ERG and has the full support of our management team and Board.

We will ACT for racial equality:

 

•

Through Advocacy, where we are committed to be on the forefront of corporate advocates;

 

•

Through Community, where we will respond to racism and racial inequality in our communities; and

 

•

Through Talent, where we will improve representation across all levels of the Company and help ensure our workforce reflects the stakeholders we serve.

Since the launch of Dow ACTs in 2020, progress highlights include:

 

 

2022   |  Dow Proxy Statement		20

 

		CORPORATE GOVERNANCE

Best Practices

As part of Dow’s commitment to high ethical standards, the Board follows sound governance practices. Effective governance protects the long-term interests of our stockholders and strengthens management accountability.

 

Board Independence

Director Elections

Board Practices

Stock Ownership Requirements

Stockholder Rights

ESG Accountability

11 of 12 Directors are independent   All Board Committees comprised of independent Directors   Strong independent Lead Director with clearly identified role and responsibilities

Annual election by majority of votes cast   Demonstrated Board refreshment and diversity   Directors subject to resignation policy if not elected

Independent Directors regularly hold executive session in Board and Committee meetings   Annual Board and Committee evaluations   Director orientation and education programs

Directors subject to stock ownership guidelines   Directors required to hold Company- granted equity awards, which settle upon retirement   Hedging and pledging Company stock is prohibited

Stockholder right to call special meetings with 25% ownership   No supermajority voting requirements   Eligible stockholders able to nominate directors through proxy access

Best-in-class risk management   Board succession emphasizing diverse thought and experience   Diverse and inclusive senior leadership   Industry-leading ESG reporting transparency

2021 Governance Highlights

The Corporate Governance Committee, the Board and management regularly review Dow’s corporate governance practices considering evolving corporate governance principles and stockholder engagement. In 2021, Dow built upon its nearly 20-year history of sustainability reporting by successfully releasing its first comprehensive, integrated ESG report—INtersections—which received ‘best in class’ recognition for its analyst table disclosures. The Board and its Committees continued to improve ESG transparency and accountability with clear alignment of ESG oversight responsibilities outlined in the Board Committee Charters. Focus continued on Board succession planning and refreshment emphasizing diverse thought and experience, leading to the election of two new Directors in 2021 (Debra L. Dial and Luis Alberto Moreno) and a strong and diverse group of Director nominees standing for election at the 2022 Meeting. The commitment to diversity was reinforced with disclosure of self-identified diversity disclosure of diversity characteristics based on information self-identified by each Director nominee and NEO, reflecting Board and management team composition that well represents the needs of Dow’s global businesses, workforce and other stakeholders. Dow’s corporate governance practices are described in more detail beginning on page 28. The Corporate Governance Guidelines and Board Committee Charters are available on the Company’s website at investors.dow.com.

 

21		2022  |  Dow Proxy Statement

 

DIRECTOR NOMINEES

The Board has nominated twelve individuals for election at the 2022 Meeting upon recommendation of the Corporate Governance Committee. The information set forth below and described in more detail beginning on page 42 supports the conclusion that these individuals are highly qualified to serve on the Board.

 

QUALIFICATIONS

Name and Principal Occupation

Samuel R. Allen Former Chairman and Chief Executive Officer, Deere & Company

•

M

68

2019

••

•

1

Gaurdie Banister Jr. Former President and Chief Executive Officer, Aera Energy LLC

•

M

64

2020

••

1

Wesley G. Bush Former Chairman and Chief Executive Officer, Northrop Grumman Corporation

•

M

61

2018

•••

2

Richard K. Davis Lead Director, Dow President and Chief Executive Officer, Make-A-Wish America

•

M

64

2015

••

•

1

Jerri DeVard Former Executive Vice President and Chief Customer Officer, Office Depot, Inc.

•

W

63

Nominee

3

Debra L. Dial Senior Vice President and Controller, AT&T Inc.

•

W

61

2021

••

0

Jeff M. Fettig Former Chairman and Chief Executive Officer, Whirlpool Corporation

•

M

65

2003

••

•

1

Jim Fitterling Chairman and Chief Executive Officer, Dow

•

M

•

60

2018

1

Jacqueline C. Hinman Former Chairman, President and Chief Executive Officer, CH2M HILL Companies

•

W

60

2018

•••

•

1

Luis Alberto Moreno Managing Director, Allen & Co LLC

•

M

68

2021

••

2

Jill S. Wyant President and Chief Executive Officer, Madison Indoor Air Quality

•

W

50

2020

••

0

Daniel W. Yohannes Former U.S. Ambassador to the Organisation for Economic Co-operation and Development

•

M

69

2018

••

1

_• Audit     _• Corporate Governance     _• Compensation and Leadership Development     _• Environment, Health, Safety & Technology Committee

 

As	of April 14, 2022. Diversity characteristics are based on information self-identified by each Director nominee.

 

1	Reflects cumulative years served as a Dow Director, a TDCC-designated Director serving as a DowDuPont Inc. Director, a member of the DowDuPont Inc. Materials Advisory Committee, or a TDCC Director as applicable.

 

2022   |  Dow Proxy Statement		22

 

Qualifications and Composition

The Corporate Governance Committee and the Board believe that the nominees’ qualifications and attributes set forth in this Proxy Statement collectively bring a balance of relevant skills, professional experience, and diversity of backgrounds allowing them to effectively oversee the Company’s business.

The diverse composition of the Board provides a balance of perspectives that contribute to the Board’s effectiveness in overseeing the business and strategy of the Company. Each of the nominees possess skills and experiences that align with the current needs of the Company. The Corporate Governance Committee and Board have determined that the individuals nominated for election are qualified to serve as Directors of the Company.

 

Public company executive / CEO experience

Public policy experience

Directors who have held executive leadership positions in a public company possess an understanding of public company regulations, strategy and risk management.

Directors with public policy and government experience have key insight into the role of regulatory issues and government affairs affecting the Company.

Manufacturing and industry experience

Financial and accounting expertise

Directors who have experience in the industry and markets served by the Company offer valuable perspective for operations.

Directors with an advanced understanding of finance and accounting provide strong oversight of the Company’s preparation of financial statements and risk management.

Technology and science expertise

Corporate governance experience

Directors who have expertise in the science or technology fields, including digital, e-commerce and cybersecurity, are particularly important given the Company’s focus on digitalization, research and innovation.

Directors with public company board experience enhance the Board’s corporate governance practices.

Environmental experience

Social experience

Directors with environmental, sustainability or climate-related experience strengthen the Board’s oversight of environmental policies, ESG initiatives and reporting.

Directors with social experience strengthen the Board’s oversight of ID&E, corporate citizenship, social responsibility, ESG initiatives and reporting.

 

 

 

1	Reflects cumulative years served as a Dow director, a TDCC-designated director serving as a DowDuPont Inc. director, a member of the DowDuPont Inc. Materials Advisory Committee, or a TDCC director as applicable as of April 14, 2022.

 

23		2022  |  Dow Proxy Statement

 

Board Leadership Structure

The Board’s leadership structure is regularly reviewed and it is recognized that the combination or separation of the CEO and Chairman roles are driven by the needs of the Company at a particular time. Currently, the roles are combined with Jim Fitterling serving as Chairman and CEO and Richard K. Davis serving as the independent Lead Director. For more information, see the section titled “Board Leadership Structure” on page 28.

 

 

 

2022   |  Dow Proxy Statement		24

 

Board Committees

The Board actively engages with management in oversight and stewardship of the Company’s strategy, ESG leadership, risk management and overall performance. Committees comprised of independent Directors assist the Board in carrying out its responsibilities. Committees operate pursuant to a written charter with clearly defined areas of responsibility and risk oversight as outlined below. Each Committee reports to the Board on the topics discussed and actions taken at each Committee meeting for consideration by the full Board. Committee membership, responsibilities and areas of risk oversight are described in more detail beginning on page 30.

 

AUDIT		COMPENSATION & LEADERSHIP DEVELOPMENT
Key Responsibilities   •  Quality, reliability and integrity of financial statements and application of accounting principles   •  Quality, reliability and integrity of ESG reporting   •  Legal or regulatory requirements and ESG reporting frameworks, adequacy of internal controls   •  Internal audit function performance   •  Independent auditor engagement and performance   •  Oversee the Company’s risk management process   Risk Oversight   •  Management and effectiveness of accounting, auditing, external reporting, ethics, compliance and internal controls, and cybersecurity		Key Responsibilities   •  Leadership talent assessment; CEO succession   •  Executive compensation and benefit plans including incentive programs and performance metrics, including ESG metrics   •  Independent Compensation Consultant engagement and performance   •  Oversee the Company’s human capital management including ID&E commitment and results, work environment and culture philosophy   Risk Oversight   •  Executive compensation policies, practices and disclosures, succession planning, work environment and culture
ENVIRONMENT, HEALTH, SAFETY & TECHNOLOGY		CORPORATE GOVERNANCE
Key Responsibilities   •  Corporate citizenship, social responsibility, public policy and reputation   •  Sustainability and ESG commitments and progress, including efforts to protect the climate, reduce carbon emissions, eliminate plastic waste and deliver circular economy solutions   •  Science and technology capabilities and protection of intellectual property   •  Political contributions and lobbying expenses   •  Oversee the Company’s environment, health and safety policies, performance and compliance   Risk Oversight   •  Environment, health and safety policies and operations, emerging regulatory developments, reporting and compliance		Key Responsibilities   •  ESG matters, including stockholder engagement and governance best practices   •  Qualifications of director nominees   •  Board structure and function including annual evaluation of Board and Committee performance   •  Oversee the Company’s governance practices   Risk Oversight   •  Director independence, refreshment and succession planning, overall Board effectiveness, potential conflicts of interest and other governance, reporting and compliance matters

 

25		2022  |  Dow Proxy Statement

 

Executive Compensation

OBJECTIVES

The objectives of Dow’s compensation program are set by the Compensation and Leadership Development Committee. While the compensation discussion included in this Proxy Statement focuses on the administration of pay for the Company’s NEOs, the philosophies and program apply broadly across the Company’s employee population. Dow’s pay for performance programs and offerings—including Base Pay, the Annual Performance Award and LTI programs—are designed to be equitable and fair.

 

 

KEY EXECUTIVE COMPENSATION PRACTICES

The compensation programs are described in more detail in the CD&A section beginning on page 57. The following table summarizes the Company’s key executive compensation practices:

 

 

 

 

2022   |  Dow Proxy Statement		26

 

Stockholder Engagement

Throughout the year, members of the management team, and select members of the Board, continued extensive outreach to stockholders, engaging with investors who collectively held approximately 75 percent of outstanding shares of common stock of the Company held by institutional stockholders. During this outreach, the management team updated investors on a range of topics, and also gained an understanding of the perspectives and concerns of investors. The Board and management team carefully consider the feedback from these meetings, as well as stockholder support for our most recent advisory vote on executive compensation, when reviewing the business, corporate governance and executive compensation profiles.

 

 

The Company continually evaluates enhancements to our corporate governance, ESG and executive compensation practices, and appreciates engaging key stakeholders—including our stockholders—in the evaluation of these enhancements. For example, as we made the following recent decisions:

 

•

We shared our roadmap for carbon reduction, setting capital expenditure requirements and outlining the path to generate earnings growth at Operating ROC ≥ 13 percent.

 

•

We enhanced the link between ESG metrics and executive compensation programs by including performance metrics related to Dow’s sustainability targets, including climate and carbon goals, in our Performance Share Unit program design.

 

•

We continued our focus on Board succession planning and refreshment—electing two new Directors in 2021 (Debra L. Dial and Luis Alberto Moreno), and proving our approach with a strong and diverse group of Director nominees standing for election at the 2022 Meeting.

 

•

We reinforced our commitment to diversity with disclosure of diversity characteristics based on information self-identified by each Director nominee and NEO, reflecting Board and management team composition that well represents the needs of Dow’s global businesses, workforce and other stakeholders.

 

•

We improved ESG transparency and accountability, building on the Company’s nearly 20-years years of annual sustainability reporting with its first comprehensive, integrated ESG report, INtersections, and clear alignment of ESG oversight responsibilities outlined in the Board Committee Charters.

 

•

We increased clarity of our ESG reporting and disclosures through improved carbon emissions and circularity reporting, climate risk disclosures and GHG intensity metrics for better comparison to peers.

 

27		2022  |  Dow Proxy Statement

 

Corporate Governance

Dow is committed to applying sound corporate governance and leadership principles and practices. The Board has adopted a number of policies to support the Company’s values and good corporate governance, which are important to the success of the Company’s business and in advancing stockholder interests.

CORPORATE GOVERNANCE GUIDELINES

The Board adopted corporate governance guidelines designed to assist Dow and the Board in implementing effective corporate governance practices. The governance guidelines are reviewed regularly by the Corporate Governance Committee in order to continue serving the best interests of Dow and its stockholders. Among other things, these guidelines delineate the Board’s responsibilities, independence, leadership structure, qualifications, election, annual self-evaluation, and access to management and advisors.

The Company’s corporate governance guidelines, practices and policies are available on the Company’s website at investors.dow.com, including the following documents:

 

✓    Corporate Governance Guidelines

✓    Bylaws

✓    Certificate of Incorporation

✓    Director Independence Standards

✓    Board Committee Charters and Membership

✓    Code of Conduct

✓    Code of Financial Ethics

✓    Responsible Sourcing: Conflict Minerals and Human Rights Reports and Policies

✓    U.S. Public Policy and Political Engagement Reports and Policies

DIRECTOR INDEPENDENCE

The Board has assessed the independence of each non-employee Director in accordance with the standards of independence of the NYSE, SEC rules and as described in the Corporate Governance Guidelines. Based upon these standards, the Board has determined that each of the following Director nominees are independent: Samuel R. Allen, Gaurdie Banister Jr., Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial, Jeff M. Fettig, Jacqueline C. Hinman, Luis Alberto Moreno, Jill S. Wyant and Daniel W. Yohannes. These independent Director nominees constitute a “substantial majority” of the Board, consistent with the Corporate Governance Guidelines. The Corporate Governance Committee, as well as the Board, will review relationships that Directors may have with the Company and members of management at least annually to make a determination as to whether there are any material relationships that would preclude a Director from being independent.

All members of the Audit, Compensation and Leadership Development, Corporate Governance and Environment, Health, Safety & Technology Committees are independent Directors under the Corporate Governance Guidelines and applicable regulatory and listing standards.

The Board has also determined that Ajay Banga, Jacqueline K. Barton and James A. Bell who served as Directors in 2021 were independent at the time they served as Directors.

BOARD LEADERSHIP STRUCTURE

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board has responsibility for overseeing the

 

2022   |  Dow Proxy Statement		28

 

strategy, ESG priorities and risk management for the Company. The Board appoints the Company’s officers, assigns to them responsibility for management of the Company’s operations, and reviews their performance.

The Board recognizes that the leadership structure and combination or separation of the CEO and Chairman roles are driven by the needs of the Company. As a result, no policy exists requiring combination or separation of leadership roles. This determination is made on an annual basis by the Board, which allows the Board the flexibility to make changes to Board leadership that are in the best interests of the Company and its stockholders. As a part of that process, the Board reviews whether the existing leadership structure provides strong independent oversight while balancing the need for extensive knowledge of business operations, risks and strategy implementation and accountability for Company performance. Regardless of the specific board leadership structure, the Company has always incorporated a strong defined leadership role for an independent director, as described below.

Currently, the roles of Chairman and CEO are combined with Jim Fitterling serving as Chairman and CEO and Richard K. Davis serving as the independent Lead Director. Mr. Fitterling’s 38-year tenure and multiple roles with the Company and in the industry makes him uniquely suited to facilitate the Board’s governance oversight of strategy and safe and effective business operation. Mr. Fitterling’s familiarity with and knowledge of our business are unmatched. Furthermore, he has a long history of leadership in reporting transparency and sustainability disclosures. Mr. Fitterling has also led the Company’s extensive ESG strategy, which includes robust public policy development on a national and international level, such as launching the Company’s aggressive and ambitious targets to become carbon neutral by 2050 and to help eliminate plastic waste. Mr. Davis, the Company’s independent Lead Director, has significant experience in corporate governance and public company management as current and former CEO of large public companies and as a director on other public company boards.

In accordance with best practices and the Company’s Corporate Governance Guidelines, the independent Directors elect a Director from among their membership to serve as Lead Director. In order to be selected to serve as the independent Lead Director, an individual must have served at least one full year on the Board, effectively communicate and engage with the other independent Directors, and possess public company and corporate governance experience. As part of the Company’s ongoing board refreshment activities, the Board announced its decision to elect Mr. Davis as its new independent Lead Director following the 2021 Annual Meeting.

The Lead Director has clearly defined leadership authority and responsibilities including:

 

•

leadership of and determining the agenda for executive sessions of the independent Directors or other meetings at which the Chairman is not present;

 

•

authority to call meetings of the independent Directors;

 

•

coordinating with the Chairman to call Board meetings;

 

•

serving as a liaison between the Chairman and the independent Directors as required;

 

•

facilitating communication between the Board and management;

 

•

conferring with the Chairman and the independent Directors on matters of importance that may require Board action or oversight;

 

•

coordinating with the Chairman and Committee chairs to set and approve the Board schedule and agenda to assure sufficient consideration of all agenda items;

 

•

determining the appropriate materials to be provided to the Board;

 

•

serving as focal point for stockholder communications with the independent Directors and requests for consultation addressed to independent members of the Board;

 

•

the ability to retain outside professionals on behalf of the Board as the Board may determine is necessary or appropriate; and

 

•

such other functions as the Board may direct from time to time.

 

29		2022  |  Dow Proxy Statement

 

The Board believes that its independence and effective oversight of management is enabled through the Company’s strong corporate governance practices and safeguards currently in place, including the election of a separate Lead Director with significant responsibilities, the use of executive sessions, the Board’s robust Committee structure with each Committee comprised of independent Directors and chaired by an independent Director, and annual review of the leadership structure.

The Board supports this balanced leadership structure as the right structure for Dow at this time, providing effective leadership, management accountability and alignment with long-term interests of stockholders.

BOARD COMMITTEES

In addition to diverse and highly skilled members with relevant expertise, Dow’s Board has well-defined committees that actively oversee the Company’s strategy, ESG priorities, risk management and overall performance. The responsibilities of each Board Committee are stated in the Bylaws and in their respective Committee Charters. The Board, upon the recommendation of the Corporate Governance Committee, elects members to each Committee and has the authority to change Committee chairs, memberships and the responsibilities of any Committee as set forth in the Bylaws.

The Board currently has four Committees (individually a “Committee” and collectively the “Committees”). A brief description of the Committees, their responsibilities and Committee member assignments as of the date of this Proxy Statement are provided below. Each Committee reports to the Board on the topics discussed and actions taken at each Committee meeting for consideration by the full Board. The Committees work together and with the Board to help ensure that the Committees and the Board have received all information necessary to permit them to fulfill their duties and responsibilities.

 

		Chair:    Richard K. Davis   Members:  Wesley G. Bush         Debra L. Dial         Jacqueline C. Hinman         Daniel W. Yohannes   Independence: All members of the Audit Committee are independent Directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Financial Expertise: The Board has determined that all members of the Audit Committee are financially literate and audit committee financial experts within the meaning of applicable regulatory and listing standards.   Number of Meetings in 2021: 10						AUDIT COMMITTEE   Key Responsibilities: •  Nominates, engages and replaces, as appropriate, the Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the Company’s consolidated financial statements. •  Meets periodically with management to discuss current and, if any, proposed, guidelines and policies governing the processes used to assess, monitor and control the Company’s major risk exposures, including climate-related or financial risk exposures, as well as, if any, actual major risk exposures. •  Provides oversight on the external reporting process and the adequacy of the Company’s internal controls. •  Reviews the internal control framework and centralized processes related to the Company’s ESG reporting, and assurances provided on the assertion that the ESG disclosures referenced in the Company’s annual INtersections ESG report are presented in accordance with applicable ESG reporting frameworks. •  Reviews and approves the Company’s global tax strategy and policy. •  Reviews the Company’s cybersecurity program and information security policies and procedures, including risk assessment and mitigation strategies. •  Reviews effectiveness of the Company’s systems, procedures and programs designed to promote and monitor compliance with applicable laws and regulations and receives prompt reports on any compliance matter that could adversely impact the Company’s external reporting process or adequacy of internal controls. •  Reviews and appraises audit activities of the independent registered public accounting firm and the Company’s internal auditors. •  Reviews independence of the Company’s independent registered public accounting firm. •  Establishes procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.   A summary of the preapproval policies and procedures for services performed by the independent registered public accounting firm is included in Agenda Item 3 in this Proxy Statement.

 

2022   |  Dow Proxy Statement		30

 

		Chair:    Jeff M. Fettig   Members:  Samuel R. Allen         Gaurdie Banister Jr.         Luis Alberto Moreno         Jill S. Wyant   Independence: All members of the Compensation and Leadership Development Committee are independent Directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Number of Meetings in 2021: 6						COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE   Key Responsibilities: •  Reviews and monitors the Company’s work environment and culture including ID&E philosophy, commitment and results. •  Assesses current and future senior leadership talent for Company officers and assists the Board in succession planning for the roles of Chairman and CEO. •  Evaluates the performance of the Chairman and the CEO in light of the goals and objectives set by the Committee and, together with the other independent members of the Board and compensation consultants, determines and approves the compensation of the Chairman and the CEO based on this evaluation. •  Recommends and approves the principles guiding the Company’s executive officer compensation and benefits plans as well as other compensation and benefits plans as well as incentive compensation payout metrics to drive accountability and progress on the Company’s financial and ESG performance. •  Reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking and evaluates compensation policies and practices that could mitigate any such risk. •  Reviews perquisites or other personal benefits provided to the Company’s executive officers and directors and recommends any changes to the Board. •  Reviews and approves the terms of any compensation “clawback” or similar policy or agreement between the Company and the Company’s executive officers or senior leadership. •  In coordination with other Committees of the Board, reviews and, as applicable, approves topics in its areas of responsibility for inclusion in the Company’s annual INtersections ESG report.

 

		Chair:    Samuel R. Allen   Members:  Wesley G. Bush         Richard K. Davis         Jeff M. Fettig         Jacqueline C. Hinman   Independence: All members of the Corporate Governance Committee are independent Directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   Number of Meetings in 2021: 6						CORPORATE GOVERNANCE COMMITTEE   Key Responsibilities: •  Oversees and monitors ESG matters, including stockholder engagement and governance best practices. •  Establishes the process for identifying and evaluating director nominees, determines the qualifications, qualities, skills and other expertise required to be a director, and recommends to the Board nominees for election to the Board. •  Reviews the composition of the Board and recommends refreshment to meet the evolving needs of the Company and maintain an appropriate balance qualifications and composition. •  Monitors the functioning of Board Committees and oversees the annual assessment of the Board and its Committees. •  Oversees the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s Certificate of Incorporation, Bylaws, Board leadership structure, Corporate Governance Guidelines and Board Committee Charters. •  Reviews and approves any transaction between the Company and any related person in accordance with the Company’s related person transaction approval policy. •  Oversees the Company’s orientation program for new directors and a continuing education program for current directors. •  Reviews the internal control framework and centralized processes related to the Company’s ESG reporting. •  In coordination with other Committees of the Board, reviews and, as applicable, approves topics in its areas of responsibility for inclusion in the Company’s annual INtersections ESG report.

 

31		2022  |  Dow Proxy Statement

 

		Chair:    Jacqueline C. Hinman   Members:  Gaurdie Banister Jr.         Wesley G. Bush         Debra L. Dial         Luis Alberto Moreno         Jill S. Wyant         Daniel W. Yohannes   Independence: All members of the EHS&T Committee are independent Directors consistent with governance best practices.   Number of Meetings in 2021: 5						ENVIRONMENT, HEALTH, SAFETY & TECHNOLOGY (EHS&T) COMMITTEE   Key Responsibilities: •  Assesses current aspects of the Company’s environment, health and safety policies and performance and makes recommendations to the Board and the management of the Company with regard to promoting and maintaining superior standards of performance, including processes to ensure compliance with applicable laws and regulations. •  Oversee risk management associated with environment, health and safety policies and operations, emerging regulatory developments, reporting and compliance. •  Oversees and advises the Board on ESG matters and on matters impacting corporate social responsibility. •  Oversees and advises the Board on the Company’s corporate citizenship, including public policy and corporate reputation. •  Oversees and advises the Board on the Company’s sustainability commitments and progress including efforts to protect the climate, reduce carbon emissions, eliminate plastic waste and deliver circular economy solutions. •  Regularly review the Company’s science and technology capabilities in relation to its strategies and plans and makes recommendations to the Board and the management of the Company with the goal of continually enhancing the Company’s science and technology capabilities and protecting its intellectual property. •  Oversees the Company’s policies relating to, and reviews an annual report on, political contributions and lobbying expenses. •  In coordination with other Committees of the Board, reviews and, as applicable, approves topics in its areas of responsibility for inclusion in the Company’s annual INtersections ESG report.

 

2022   |  Dow Proxy Statement		32

 

BOARD’S ROLE IN THE OVERSIGHT OF STRATEGY AND ESG PRIORITIES

The Board is responsible for overseeing the Company’s strategy development and planning process including annual review of the corporate and business plan. The Board is also responsible for overseeing the ESG priorities of the Company, ensuring transparency and accountability. Each Committee is responsible for oversight of specific strategic and ESG areas relevant to their respective Charters. Throughout the year and at every Board meeting, the Board receives information and updates from management and actively engages with senior leaders with respect to management’s execution of the corporate and business plans as well as progress on ESG priorities including sustainability targets and ID&E initiatives. The Board and management review the Company’s short and long-term strategic priorities throughout the year, and dedicate time at each Board meeting for appropriate discussion.

 

Committee		Area(s) of Strategic and ESG Responsibility
Audit Committee		External reporting, risk management, internal controls, compliance with legal and regulatory requirements and ESG reporting frameworks
Compensation and Leadership Development Committee		ID&E, work environment and culture, remuneration and incentives to drive accountability and progress on the Company’s financial and ESG performance
Corporate Governance Committee		Corporate governance framework, board composition and performance, governance best practices, compliance with legal and regulatory requirements and ESG reporting frameworks
Environment, Health, Safety & Technology Committee		Environmental performance, health, safety, community, corporate citizenship, social responsibility, public policy, sustainability, climate, science and technology

Although each Committee is responsible for overseeing the management of certain responsibilities as described above, the full Board is regularly updated by the Committees, management and senior leaders. This enables the Board and the Committees to coordinate oversight and the relationships among the various priorities of the Company.

BOARD’S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board is responsible for overseeing overall risk management for the Company, including review and approval of the enterprise risk management approach and process implemented by management to identify, assess, manage and mitigate risk. Each Committee is responsible for oversight of specific risk areas relevant to their respective Charters. Risk management is considered a strategic priority within the Company, and responsibility for managing risk rests with executive management while the Committees and the Board as a whole provides oversight. The risk management approach and process is reviewed at least annually with key risks regularly evaluated at meetings of the Committees and Board, including risks with economic, environmental and social impacts. The process also includes an assessment of cyber threats, mitigation strategies and the ongoing review of the Company’s comprehensive cybersecurity program and information security policies and procedures.

 

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