Best-in-class governance begins with our board

Dow’s best-in-class governance begins with our highly skilled, diverse and independent Board of Directors. The strong connection between the results of companies with diverse boards and ESG performance is clear.

Dow continues to lead the way in this area, bringing not just a diverse Board to the table, but also one with a broad spectrum of expertise and experience.

Dow is highly intentional when identifying and nominating directors and continually refreshes the Board to ensure we benefit from a broad and new set of perspectives, which is critical to our long-term competitiveness.

Meet our newest directors

Four new Board members have joined since April 2020.

Gaurdie Banister Jr. is the former President and CEO of Aera Energy LLC, one of California's largest oil and gas producers. He brings significant global business and leadership expertise, and has a strong background in public company board service, engineering and the oil industry. He provides valuable perspective in strategic planning, risk management and operational excellence.

Director since August 2020

Debra L. Dial is the Senior Vice President and Controller of AT&T Inc. She has more than 25 years of experience in financial reporting, accounting policy and capital allocation with a Fortune 10 global telecommunications and media company. She has experience in driving merger integration, overseeing SEC reporting financial policy and governance, cost transformation and enterprise risk management.

Director since April 2021

Jill S. Wyant is the President and Chief Executive Officer of Madison Indoor Air Quality, a portfolio of brands and teams specializing in indoor air quality, and is the former executive Vice President of Ecolab Inc. She brings more than 25 years of experience leading Fortune 500 businesses in the industrial and health care sectors, and expertise in driving enterprise-wide digital transformations, global expansions and sustainability initiatives.

Director since April 2020

Luis Alberto Moreno serves as Managing Director at Allen & Co LLC, a private investment bank, and is former President and Chairman of the Board of Executive Directors of Inter-American Development Bank Group (IDB), the leading and principal source of long-term financing for Latin America and the Caribbean. He brings significant expertise in the areas of finance, public policy and social, economic and institutional development.

Director since April 2021

Ensuring governance best practices

As part of our commitment to the highest ethical standards, Dow applies sound governance practices and has adopted several policies in direct support of our Company’s values and that which protects the interests of our stakeholders. We are committed to Board independence, have a strong independent lead director with clearly defined responsibilities, and all our Board committees are composed of independent directors. Our Board is committed to Dow’s long-term success, and we require directors to hold company-granted shares until retirement. We are fully committed to best practices for stockholder rights, with no supermajority voting requirements, and allow eligible stockholders to nominate directors through proxy access. Dow regularly reviews our already strong governance practices to reflect the constantly evolving operating environment and to continuously improve.

Board independence

10 out of 11 directors are independent
All Board committees are composed of independent directors
Strong independent lead director with clearly identified role and responsibilities

Director elections

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

Board practices

Independent directors regularly hold executive sessions
Annual Board and committee evaluations
Director orientation and education programs

Stock ownership requirements

Directors are subject to stock ownership guidelines
Directors are required to hold company-granted equity awards until retirement
Hedging and pledging company stock is prohibited

Stockholder rights

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

New practices aligned to Dow’s commitment to governance improvement

Continued our focus on Board succession planning and refreshment, electing two new directors in 2020, two in 2021 and updating our Board qualifications and refreshment guidelines
Reinforced our commitment to continuous improvement of ESG reporting, progressing implementation of Task Force on Climate-Related Financial Disclosures (TCFD) recommendations by 2022 and expanding sustainability reporting to align with SASB.
Demonstrated our commitment to transparency with external publication of the U.S. EEO-1 Workforce Compliance Report
Further enhanced our reporting for ESG leadership and performance within the Proxy Statement
Expanded ESG accountability across the company by adding ESG metrics to our Executive Compensation and employee Performance Award programs
Joined the Board Diversity Action Alliance

Governance structure (GRI 102-18)

Dow is governed by its Board of Directors, which is responsible for broad corporate policy and overall performance of the company through oversight of management and stewardship. Among other duties, the Board appoints the company’s officers, assigns to them responsibility for management of the company’s operations, and reviews their performance.

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