Form 4: DuPont Executive's Equity Award Modified Post-Spin-Off

DuPont Senior VP Christopher Raia's performance share units were converted to restricted stock units following the Electronics business spin-off to preserve award value.

Summary

• Christopher Raia, Senior Vice President & CHRO of DuPont de Nemours, Inc. (DD), reported a change in beneficial ownership.
• On October 31, 2025, 19,232.5247 shares of Common Stock were acquired.
• This acquisition resulted from a modification of previously granted Performance Share Units (PSUs) into time-based Restricted Stock Units (RSUs).
• The modification was approved by the People and Compensation Committee of the Board of Directors in connection with DuPont's spin-off of its Electronics business.
• The primary purpose of the modification is to preserve the underlying value of the outstanding PSU awards.
• The number of Converted RSUs was determined based on performance achievement up to the completion of the Spin-Off, as assessed by the Committee.
• The Converted RSUs remain subject to the same time-based vesting conditions as the original PSU awards.
• Following this transaction, Christopher Raia beneficially owns 82,808.5419 shares of Common Stock.
• The reported amount includes dividend equivalent units associated with the Converted RSUs and shares acquired pursuant to dividend reinvestment.

Sentiment

Score: 6

Explanation: A neutral to slightly positive event, as it's a routine compensation adjustment designed to preserve executive value during a corporate restructuring. It doesn't indicate operational performance but rather good governance in managing executive incentives.

Positives

• The modification of PSUs to RSUs is intended to preserve the underlying value of the awards for the executive, ensuring continuity of incentives.
• The conversion was based on performance achievement up to the spin-off, indicating that past performance was considered in determining the number of converted units.

Future Outlook

The Converted RSUs remain subject to the same time-based vesting conditions as the original PSU awards, indicating future vesting events will occur.

Management Comments

• The People and Compensation Committee of the Board of Directors approved a modification of performance share unit awards to preserve their underlying value in connection with the Electronics business spin-off.

Industry Context

Spin-offs often necessitate adjustments to executive compensation to ensure fairness and retention, especially for long-term incentive awards like PSUs. This is a standard practice to maintain executive alignment post-restructuring and mitigate potential negative impacts on executive incentives due to the corporate separation.

Comparison to Industry Standards

• This type of equity award modification post-spin-off is a common practice in large corporations undergoing significant structural changes. Companies like General Electric, Siemens, and Johnson & Johnson have also adjusted executive equity awards during similar divestitures to ensure continuity and value preservation for executives.
• The conversion from performance-based to time-based awards, while maintaining original vesting conditions, is a typical approach to de-risk executive compensation during a period of significant corporate change, ensuring executives are not unfairly penalized by the spin-off's immediate impact on performance metrics.

Corporate Governance

Stakeholder Impact

• Shareholders: Ensures executive incentives remain aligned and fair during a spin-off, potentially aiding in executive retention and a smooth transition of the business.
• Employees (executives): Preserves the value of their long-term incentive awards, providing stability and certainty during a period of corporate change.

Next Steps

• The Converted RSUs will continue to vest according to their original time-based vesting schedules.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation adjustment following a corporate spin-off. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The modification of PSUs to RSUs is a standard practice to preserve executive incentive value during such transitions, indicating sound corporate governance in this specific area. Therefore, an investor would likely maintain their current position based solely on this filing.

Keywords

DuPont, DD, SEC filing, Form 4, beneficial ownership, executive compensation, stock awards, RSU, PSU, spin-off, Christopher Raia