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Management Side
Dow, DuPont CEOs could earn $80 million after merger

DELAWARE (From the News-Journal) -- The chief executive officers of DuPont and Dow Chemical Co. will receive a combined $80 million in "golden parachute" payments after the companies merge and then split into three, according to a regulatory filing.

In December, the two companies agreed to a $130 billion merger and the split into three separate companies. Two of the three yet unnamed spinoffs - to specialize in agriculture and specialty products - will be headquartered in Delaware. A third business, focused on material sciences, will be based in Dow's hometown of Midland, Michigan.

Current DuPont CEO Ed Breen could earn $27 million in cash, stock and tax reimbursement payments in 2017 after the newly combined entity, dubbed DowDuPont, is broken up. Breen will serve as CEO of the newly merged entity, but his role after the split has not been announced.

The payment is described in the Securities & Exchange Commission filing as "a golden parachute," meaning it is given to top executives in case a takeover or other event causes their termination. All compensation detailed in the filing is an estimate based on multiple factors that may not occur.

"Golden parachute payments are contractual," said Charles Elson, a professor of corporate governance at the University of Delaware. "These things are typically negotiated when the CEO gets in. They were probably already in place before the merger was negotiated."

Breen's predecessor, Ellen Kullman, received $2.8 million when she left in October, which was her expected severance package. She did not receive a golden parachute because she retired rather than let go. However, Kullman did sell $37.5 million of stock in September 2014.

Other DuPont executives are also set to make millions if they depart after the merger. Executive Vice President for DuPont's Agriculture division, James C. Collins' "golden parachute" could total as much as $16.5 million and C. Marc Doyle, executive vice president of several DuPont business lines, could earn as much as $13.7 million if he leaves.

Meanwhile, Dow CEO Andrew Liveris would receive nearly $53 million in severance compensation after the merger. Liveris will serve as executive chairman of DowDuPont, but plans to step down after the merger is completed. Liveris, who spent 40 years working for Dow, will be replaced by 32-year Dow veteran Jim Fitterling.

After 10 years of running Dow, Liveris would eventually have collected $40 million of that $53 million, even without the merger, according to the SEC filing.

Breen and Liveris can receive their parachutes only if their termination meets certain requirements and occurs within two years of the merger's closing.

"The argument for these golden parachutes is that the CEO is taking a risk by coming to a company and if there is a takeover and they don't have a chance to realize the gains they were going to produce, they will be protected," Elson said.

The filing also revealed Kullman had initiated merger talks with Dow in late 2014, just before she became embattled in a proxy war with activist investor Nelson Peltz and his Trian Fund Management. Although Kullman successfully kept Peltz and his three other candidates off DuPont's board of directors, she was ousted in October. Breen accelerated talks with Dow upon taking the reigns from Kullman.

In a separate move, DuPont announced it hired former U.S. Deputy Agriculture Secretary Krysta Harden as vice president of public policy and chief sustainability officer. Harden, 57, will have responsibility for the company's public policy and government affairs strategies, as well as its sustainability, philanthropy, product stewardship and global regulatory activities. She will be based in Washington, D.C.

Harden replaces Linda Fisher, who held the job since 2004.


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