8-KLeadership Changes

EIDP, Inc. 8-K Report, Executive Changes (Feb 2, 2010)

Filed February 2, 2010For Securities:CTA-PBCTA-PA

Summary

E. I. du Pont de Nemours and Company (DuPont) filed a Form 8-K on February 2, 2010, detailing changes to the compensation of its Chair of the Board and Chief Executive Officer, Ellen J. Kullman, effective January 27, 2010. The report highlights an 8.3% increase in Ms. Kullman's annual salary to $1.3 million and a short-term incentive payment of $1.5 million for 2009. Notably, Ms. Kullman voluntarily requested a 12% reduction in her 2009 incentive payment, acknowledging the challenging business environment. The filing also outlines future compensation, including a target short-term incentive award of $1.99 million for 2010 and a significant long-term incentive award valued at $6.5 million, effective February 3, 2010. This long-term award will be delivered as a mix of stock options, time-vested restricted stock units, and performance-based restricted stock units, consistent with previously filed terms.

Key Highlights

  • 1Ellen J. Kullman, CEO and Chair, received an 8.3% salary increase, bringing her annual base salary to $1.3 million.
  • 2Ms. Kullman was awarded a 2009 short-term incentive payment of $1.5 million.
  • 3Ms. Kullman voluntarily reduced her 2009 incentive payment by 12% due to challenging company conditions.
  • 4A target short-term incentive award for 2010 has been set at $1.99 million for Ms. Kullman.
  • 5A long-term incentive award (LTI) valued at $6.5 million was approved for Ms. Kullman, effective February 3, 2010.
  • 6The LTI award will consist of an equal mix of stock options, time-vested restricted stock units, and performance-based restricted stock units.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose material changes in the compensation of E. I. du Pont de Nemours and Company's CEO and Chair, Ellen J. Kullman, including salary increases, incentive payments, and long-term equity awards.

Ms. Kullman's annual salary was increased by 8.3%, from $1.2 million to $1.3 million. This new salary is stated to be just below market median.

While she was eligible for approximately $1.698 million based on corporate results, Ms. Kullman requested a 12% reduction in this payment, resulting in a $1.5 million payout, in recognition of challenging conditions faced by the company and its stakeholders.

The long-term incentive award, valued at $6.5 million, will be delivered as an equal mix (by fair value on the grant date) of stock options, time-vested restricted stock units, and performance-based restricted stock units.