UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:

CORTEVA, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

974 Centre Road

Wilmington, DE 19805

March 26, 2021

LETTER FROM CHAIRMAN

AND CHIEF EXECUTIVE OFFICER

Dear Investor:

On behalf of the Board of Directors (the “Board”), we invite you to attend the Annual Stockholder Meeting of Corteva, Inc. (“Annual Meeting”), which will be held on May 7, 2021 at 10:00 a.m. Eastern Daylight Time. Please see instructions below regarding how to attend and vote your shares.

Our Plan Is Working

Since Corteva was launched as a leading global agriculture company in June 2019, our strategy has focused on delivering value to our stockholders by generating advanced innovations for growers through our industry-leading pipeline, leveraging our unparalleled route-to-market, enhancing our product mix, advancing cost and productivity actions, and maintaining a balanced approach to capital allocation. Our strong results for the fourth quarter and the full year 2020 demonstrate that our plan is working. We know we have more work to do and 2021 is the year we expect our top line and cost initiatives will accelerate their impact on earnings, and put us fully on-track to achieve mid-term targets.

Sustainability is Our Foundation

As an agriculture company, our innovation on behalf of customers and our commitment to help them do more with less is the foundation of our ability to deliver long-term value for our stockholders and help sustain the planet. We are proud to contribute concretely to the many communities where we operate and to dedicate our scientific resources to generating a safe, secure food supply now and for the future.

These commitments were uniquely challenged in 2020 by the impact of the COVID-19 pandemic. Our team rapidly implemented comprehensive plans to keep our people, customers, and communities safe and healthy and our supply chains running smoothly. Our full year results demonstrate the success of these efforts.

Active Engagement

We believe it is essential to engage with all our stakeholders to assure that a mix of perspectives helps guide our value creation strategy. In 2020, members of our management team as well as members of our Board engaged in constructive dialogue with stockholders representing 49% of the Company’s outstanding common stock to hear their perspectives on the Company’s business strategy, corporate governance policies, sustainability initiatives, human capital management, and compensation practices.

Your Highly Qualified Board of Directors

Your Board is recommending for election at this year’s Annual Meeting a slate of highly, qualified directors. Each of these individuals has been carefully vetted to assure the right mix of expertise, experience, and perspective to provide the best possible oversight and guidance for the strategic direction of the Company. With this Annual Meeting, Dr. Robert Brown, Lois Juliber, and Lee M. Thomas will each retire and not stand for re-election. We will miss their insight, experience, and their extraordinary dedication to our Board and stockholders’ interests. As we continue to refresh our Board, we expect our director nominees to likewise continue their legacy of extraordinary dedication to your interests.

Instructions

Consistent with our core value to “Live Safely”, we intend to hold our Annual Meeting virtually to do our part to reduce the spread of COVID-19 and maximize your ability to participate in these challenging circumstances. Our virtual meeting will have provisions for a question and answer period to assure the opportunity for stockholders to be heard. We continue to monitor developments with respect to COVID-19, and remain committed to our stockholders, customers, and above all the safety and health of our employees during these unprecedented circumstances.

For those who cannot attend the Annual Meeting, we plan to continue our stockholder engagement efforts throughout the year and continue to make available on the Investor Relations section of our website a variety of information for investors. This will allow those who cannot attend the meeting to continue to hear Corteva executives discuss our results, plans, and responses to significant events.

On behalf of the Board and management, we thank you for your continued investment in Corteva and we look forward to continuing to serve your best interests.

Sincerely,

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

At the 2021 Annual Meeting of Stockholders (the “2021 Meeting”), stockholders will vote on the following matters either by proxy or in person:

How to Vote

Your vote is important. Whether or not you plan on attending the 2021 Meeting, please vote your shares as soon as possible by internet, telephone or mail.

		BY INTERNET   Follow the instructions on your enclosed proxy card				BY PHONE   Follow the instructions on your enclosed proxy card				BY MAIL   Use the postage-paid envelope provided

The Board of Directors of Corteva, Inc. (the “Board”) has set the close of business on March 16, 2021, as the record date for determining stockholders who are entitled to receive notice of the 2021 Meeting and to vote.

Proof of stock ownership is necessary to attend the 2021 Meeting. The 2021 Meeting will be a completely virtual meeting with no physical meeting location. Please see page 3 of the Proxy Statement for more information on attending virtually.

As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, proxy materials were made available via the internet. Notice regarding the availability of proxy material and instructions on how to access those materials were mailed to certain stockholders of record on or about March 26, 2021 (the “Notice”). These instructions include how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company the opportunity to deliver proxy materials to stockholders in a lower cost, more environmentally sound manner.

Thank you for your continued support and your interest in Corteva, Inc.

Cornel B. Fuerer

Senior Vice President, General Counsel and Secretary

March 26, 2021

Cautionary Statement About Forward-Looking Statements

This proxy statement contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “guidance”, “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s strategy for growth, sustainability targets, strategies, and initiatives, product development, regulatory approvals, market position, liquidity, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results, as well as expected benefits from, the separation of Corteva from DowDuPont, Inc., are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (ii) failure to successfully develop and commercialize Corteva’s pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in Corteva’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (viii) effect of climate change and unpredictable seasonal and weather factors; (ix) risks related to oil and commodity markets; (x) a competitor’s establishment of an intermediary platform for distribution of Corteva’s products; (xi) impact of Corteva’s dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiii) effect of volatility in Corteva’s input costs; (xiv) failure to realize the anticipated benefits of the internal reorganizations taken by DowDuPont Inc. in connection with the spin-off of Corteva and other cost savings initiatives; (xv) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xvi) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xvii) increases in pension and other post-employment benefit plan funding obligations; (xviii) risks related to the indemnification obligations of legacy EID liabilities in connection with the separation of Corteva; (xix) effect of compliance with laws and requirements and adverse judgments on litigation; (xx) risks related to Corteva’s global operations; (xxi) failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions; (xxii) risks related to COVID-19; (xxiii) risks related to activist stockholders; (xxiv) failure to enforce Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxv) effect of counterfeit products; (xxvi) Corteva’s dependence on intellectual property cross-license agreements; and (xxvii) other risks related to the separation from DowDuPont, Inc.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, 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 Corteva’s 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. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in Part I, Item 1A of Corteva’s Annual Report on Form 10-K, as may be modified by subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K.

Our Website

No portion of the Company’s website, or the materials contained on it, have been made part of this proxy statement or our Annual Report on Form 10-K. Nor are any such portion of the Company’s website, or materials contained on it incorporated herein by reference, unless such incorporation is specifically mentioned herein.

2021 Annual Meeting of Stockholders

Corteva, Inc.

TABLE OF CONTENTS

Corteva 2021 Proxy Statement  |  1

PROXY STATEMENT SUMMARY

Annual Meeting of Stockholders

Meeting Agenda and Voting Recommendations

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.

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PROXY STATEMENT SUMMARY

Corteva’s Background

Corteva is a U.S. based, pure-play agriculture company that provides farmers around the world the most complete portfolio in the industry — leveraging its global scale and comprehensive routes to market to deliver innovative agriculture solutions to its farmer customers and contribute to a sustainable global agricultural system. The Company is ideally equipped to solve farmers’ productivity challenges through its balanced and diverse portfolio of seed, crop protection, and digital offerings. Corteva leverages the power of its multi-channel, multi-brand distribution, superior product pipeline, and unmatched customer relationships to deliver above-market organic sales growth, while taking actions across the organization to drive margin expansion and increase operating efficiency. At the same time, the Company maintains a disciplined approach to capital allocation, balancing its investment in ongoing growth initiatives with enhancing the return of capital to stockholders.

During 2020, which was Corteva’s first full year operating as a standalone entity following its separation from DowDuPont, Inc. in June 2019, our Total Shareholder Return (“TSR”)¹ was 33.5%, outperforming the S&P 500 over the same period by approximately fifteen percentage points. Corteva’s agriculture solutions are available in approximately 140 countries around the world. Total worldwide employment at December 31, 2020 was about 21,000 people.

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PROXY STATEMENT SUMMARY

Director Nominees

You are being asked to vote on the election of 13 directors: Lamberto Andreotti; James C. Collins, Jr.; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; Marcos M. Lutz; Nayaki Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. All directors are elected annually. Detailed information about the Board nominees’ background, skills, diversity, and expertise can be found in Agenda Item 1: Election of Directors.

C = Chair

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PROXY STATEMENT SUMMARY

The table below sets forth key metrics regarding our director nominee slate and the results of our Board’s ongoing refreshment priorities.

Corporate Governance Best Practices

As part of Corteva’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized below, are described in more detail beginning on page 4 of the Proxy Statement and on the Company’s website at www.investors.corteva.com/corporate-governance.

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PROXY STATEMENT SUMMARY

The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:

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VOTING AND ATTENDANCE PROCEDURES

In this Proxy Statement and the accompanying proxy material, including a proxy card, you will find information on the Board, the Board’s nominees for election to the Board, and two other agenda items to be voted upon at the 2021 Meeting and any adjournment or postponement of the 2021 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 and the accompanying proxy card and other materials are first being distributed to stockholders on or about March 26, 2021.

Vote Your Shares in Advance

You may vote your shares by internet, telephone, or signing and returning the enclosed proxy or other voting instruction form. Your shares will be voted only if the proxy or voting instruction form is properly executed and received before the polls are closed at the 2021 Meeting. Except as provided below with respect to shares held in employee savings plans, if no specific instructions are given by you when you execute your voting instruction form, as explained on the form, your shares will be voted as recommended by the Board.

Changing Your Vote

You may change or revoke your proxy or voting instructions at any time before their use at the 2021 Meeting by (a) submitting another proxy or voting form on a later date, or (b) attending the 2021 Meeting and voting in person. Your attendance at the 2021 Meeting will not automatically revoke your proxy unless you vote again at the 2021 Meeting. Be sure to submit votes for each separate account in which you hold Corteva common stock.

Recommendations of the Board

The Board recommends that you vote your shares on your proxy card or voting instruction form as follows:

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 other limited circumstances. Our policy further provides that employees may confidentially vote their shares of Company stock held by employee savings plans, and we have appointed an independent tabulator and Inspectors of Election for the 2021 Meeting.

Dividend Reinvestment Plan Shares and Employee Savings Plan Shares

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

Participants in various employee savings plans will receive a voting instruction form. Your executed form will provide voting instructions to the respective plan trustee. If no instructions are provided, the plan trustees and/or administrators for the relevant employee savings plan will vote the shares according to the provisions of the relevant employee savings plan. To allow sufficient time for voting, your voting instructions must be received by 11:59 p.m. Eastern Daylight Time (“EDT”) on April 29, 2021. You may not vote your shares held in an employee savings plan in person at the 2021 Meeting.

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VOTING AND ATTENDANCE PROCEDURES

Shares Outstanding and Quorum

At the close of business on the record date, March 16, 2021, there were 740,638,091 shares of Corteva, Inc. common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50% 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 2021 Meeting.

Votes Required

For Agenda Item 1: Election of Directors, each nominee must receive the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that each nominee must receive more FOR votes than AGAINST votes in order to be elected. For all other Agenda Items to be presented for a vote at the 2021 Meeting (2 and 3), each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions will be included in determining the presence of a quorum at the 2021 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

A broker non-vote occurs when brokers, banks, or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank, or other nominee with specific instructions on how to vote any “non-routine” matters brought to a vote at the stockholders meeting.

Under the rules of the New York Stock Exchange, brokers, banks, and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is Agenda Item 3, the proposal for the ratification of the appointment of PwC as Corteva’s independent registered public accountants for fiscal year 2021. A broker, bank, or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include the election of directors and the approval, on a non-binding advisory basis, of the compensation paid to Corteva’s named executive officers.

Consequently, if you receive proxy materials only from Corteva and you do not submit any voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee may exercise its discretion to vote your shares on the proposal to ratify the appointment of PwC. If your shares are voted on this proposal as directed by your broker, bank, or other nominee, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes cast with respect to such proposals.

A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 2021 Meeting for ten days before the 2021 Meeting, during normal business hours, at the Office of the Corporate Secretary.

How Votes Are Counted

If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to a particular proposal, then your shares will be voted in line with the Board’s recommendations with respect to any such proposal, i.e., (i) FOR the election of the Board’s 13 director nominees; (ii) FOR the non-binding advisory resolution approving the compensation paid to Corteva’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; and (iii) FOR the ratification of the appointment of PwC as Corteva’s independent public accounting firm for fiscal year 2021. If you submit a proxy card marked “abstain” on any item, your shares will not be voted on that item so marked and your vote will not be included in determining the number of votes cast on that matter.

If your shares are held of record by a bank, broker, or other nominee, Corteva urges you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting at the 2021 Meeting.

As of the date of this proxy statement, the Board knows of no business other than that set forth above to be transacted at the 2021 Meeting, but if other matters requiring a vote do arise, it is the intention of the persons named in the proxy card to whom you are granting your proxy to vote in accordance with their good faith business judgment as to what is in the best interests of Corteva on such matters.

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VOTING AND ATTENDANCE PROCEDURES

Proxy Solicitation on Behalf of the Board

Corteva is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2021 Meeting or an adjournment or postponement thereof. Directors, officers and employees may solicit proxies on behalf of the Company’s Board in person, 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. Corteva will reimburse brokers and other nominees for their expenses in forwarding proxy solicitation materials to holders.

Attending the 2021 Meeting

Our 2021 Meeting will be a completely virtual meeting with no physical meeting location. The meeting will only be conducted via live webcast. We believe this format will allow for greater participation of our stockholders generally and, in light of the coronavirus outbreak (“COVID-19”), is consistent with the Company’s core values to live safely. Conducting a virtual meeting will also allow stockholders whose travel may be restricted due to COVID-19 to partake in the meeting.

Attendance at the 2021 Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the record date and invited guests of the Company. To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/CTVA2021 and enter the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the voting instructions that accompanied your proxy materials.

You may begin to log into the meeting platform beginning at 9:30 a.m EDT on May 7, 2021. The meeting will begin promptly at 10:00 a.m. EDT on May 7, 2021.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

We are committed to ensuring our stockholders have the same rights and opportunities to participate in the 2021 Meeting as if it been held in a physical location. If you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/CTVA2021, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the meeting, subject to reasonable time constraints. Questions regarding personal matters, including those related to employment or product or service issues, are not pertinent to meeting matters and therefore will not be answered. Questions answered at the 2021 Meeting will be posted to the Company’s investor relations website, www.investors.corteva.com, following the conclusion of the 2021 Meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page. Technical support will be available starting at 9:30 a.m. EDT on May 7, 2021 and through the conclusion of the meeting.

Other Matters

The Board does not intend to present any business at the 2021 Meeting that is not described in this Proxy Statement. The enclosed proxy or other 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 is not aware of any other matter that may properly be presented for action at the 2021 Meeting.

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CORPORATE GOVERNANCE

Strong corporate governance supports our core values, and, as a result, Corteva is committed to applying sound corporate governance practices, which align with the interests of our stockholders and ensure the highest levels of integrity in the operation of our Board. Within this section, you will find information about our Board and corporate governance policies and practices.

BOARD OF DIRECTORS

Nomination Process. All candidates for Board membership are evaluated by the Nomination and Governance Committee. In evaluating candidates, including existing Board members, the Nomination and Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, the diversity of the then-current Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. The Nomination and Governance Committee may also consider recommendations from leading, global third-party search firms, whose function is to assist in identifying qualified candidates and to validate the background and reputation of any potential candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Nomination and Governance Committee considers each potential nominee’s:

Stockholder Nomination Process. Stockholders who wish to submit names to be considered by the Nomination and Governance Committee for nomination for election to the Board of Directors may do so by contacting us through the Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805 and should submit the following information:

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CORPORATE GOVERNANCE

Stockholders wishing to nominate a director should follow the specific procedures set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”).

CORPORATE GOVERNANCE POLICIES

Director Independence. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Collins, are independent according to the applicable rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, People and Compensation, and Nomination and Governance Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Corporate Governance” section of the Company’s website at www.investors.corteva.com or upon written request to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805, Attention: Corporate Secretary Office. Changes to any committee charter or the Corporate Governance Guidelines will be reflected on the Company’s website.

Board Leadership Structure. Mr. Page is an independent director and currently serves as Chair of the Board of Directors. Our Corporate Governance Guidelines require the appointment of an independent Lead Director if our Chair is not independent. The term of any such Lead Director would be expected to be at least one year. We believe having an independent chair or independent Lead Director, in an independent chair’s absence, best positions our CEO to focus on strategic execution.

Risk Oversight. Risk is inherent in every material business activity that we undertake. Our business exposes us to strategic, regulatory, market, financial compliance, operational, and reputational risks. To support our corporate goals and objectives, risk appetite, and business and risk strategies, we maintain a governance structure that delineates the responsibilities for risk management activities, and the governance and oversight of those activities, between management and our Board.

The Board is committed to strong, independent oversight of management and risk through a governance structure that includes other Board committees. Under our structure, it is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to the Company. The Board has oversight responsibility for the process established to report and monitor the most significant risks applicable to the Company. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board divides its risk oversight responsibilities between itself and its committees by having each review or assess key issues or areas of responsibility as follows:

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CORPORATE GOVERNANCE

Meetings. During 2020, the Board met ten times. The Board’s standing committees met the number of times shown below:

Our Corporate Governance Guidelines provide an expectation that the members of our Board of Directors attend all meetings of the Board and committees of which they are a member, along with attending our annual meeting of stockholders. In 2020, no director attended fewer than 75% of the aggregate of the total number of Board meetings and meetings of the Committees on which the director served. All directors attended the Company’s 2020 Annual Meeting of Stockholders.

Limits on Other Directorships. Pursuant to our Corporate Governance Guidelines, directors who are employed as executive officer of another public company may only serve on a total of two public company boards, including the board of the company with which he or she is employed. Additionally, directors, who are not current executive officers of a public company, may serve on a maximum of three public company boards, including our Board. Our current directors who are not also executive officers of a public company, may serve on a maximum of five public company boards, including our Board until December 31, 2021 at which time any such director must resign or reduce his or her service to three public company boards. Therefore, any director candidate nominated by the Company who, upon election to the Board, would serve on more than three public company boards has represented to the Company that such director intends to resign from one or more of his or her other public company boards on or before December 31, 2021.

Board Refreshment. As part of the Company’s Board refreshment process, our Certificate of Incorporation provides that all directors stand for election at each annual meeting of stockholders. Our Corporate Governance Guidelines provide that effective beginning at the 2021 Meeting, no director may stand for reelection to the Board after reaching age 75. The Board may in unusual circumstances and for a limited period of time ask a director to stand for reelection after the prescribed retirement date. In connection with the Annual Meeting, Lee M. Thomas, age 76, will not stand for re-election.

Board Annual Performance Reviews. Under the Company’s Corporate Governance Guidelines, the Board annually conducts a self-evaluation of the Board’s performance as a whole. In addition, the Board will annually evaluate individual director performance and effectiveness, with at least one-third of the directors being evaluated each year on a staggered basis. The performance and effectiveness of each standing committee of the Board is also evaluated on an annual basis in accordance with their respective written charter. At least every three years, an evaluation of the Board’s performance and effectiveness will be conducted by an independent, third party overseen by the Nomination and Governance Committee. This may be conducted in substitute of, or separate from, an internally administered annual self-evaluation of the Board’s performance.

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CORPORATE GOVERNANCE

Stock Ownership Policy for Non-Employee Directors. The Company’s Corporate Governance Guidelines provide stock ownership guidelines, which require non-employee directors to own within five years from their respective appointment date, five (5) times their annual cash retainer in equity of the Company. Each non-employee director is also required to hold all equity-based compensation until his or her retirement from the Board of Directors. For more information about the stock ownership policy for executive officers, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.

Executive Sessions. Pursuant to our Corporate Governance Guidelines, the independent directors meet in regularly scheduled executive sessions. The Chair presides over these meetings.

Code of Conduct. We have adopted a written Code of Conduct for directors as well as a Code of Conduct applicable to all officers and employees. Additionally, we maintain a written Code of Financial Ethics, applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, and all employees performing similar functions. These policies are designed to maintain the integrity of our business, as well as the accuracy of our financial reporting. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications, and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website at www.investors.corteva.com or otherwise upon written request addressed to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805, Attention: Investor Relations.

Director Continuing Education. Pursuant to the Corporate Governance Guidelines, the Company provides new directors with an orientation to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values, including ethics, compliance programs, corporate governance practices, and other key policies and practices, through a review of background materials, meetings with senior executives, and visits to Company facilities. When orientations are held, all directors are invited to take part. The Nomination and Governance Committee regularly evaluates and identifies opportunities to provide directors with ongoing education. Additionally, the Company provided all directors with a subscription to the National Association of Corporate Directors’ publications and encourages directors to periodically attend these workshops and seminars regarding corporate governance and other topics. In addition to direct education, management provides regular business updates and other ad hoc communications to our Board to keep them abreast of matters relevant to our business and industry.

Communications with the Board. Stockholders and other interested parties may communicate directly with the Board, the non-management directors or the independent directors as a group, or specified individual directors by writing to such individual or group c/o Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805. The Corporate Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board. The Board has instructed our Corporate Secretary to review the correspondence prior to forwarding it, and in his discretion, not to forward certain items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In these cases, the Corporate Secretary may forward some of the correspondence elsewhere in the Company for review and possible response.

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CORPORATE GOVERNANCE

BOARD COMMITTEES

Committees perform many important functions on behalf of the Board. The responsibilities of each Committee are stated in their respective Committee charters, which are available on the Company’s website, www.investors.corteva.com under “Corporate Governance”.

The Board, upon the recommendation of the Nomination and 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 standing committees: (i) Audit Committee; (ii) Nomination and Governance Committee; (iii) People and Compensation Committee; and (iv) Sustainability, Safety, and Innovation Committee. All members of the Committees are independent under the Board’s Corporate Governance Guidelines and applicable New York Stock Exchange Rules. The Board has determined that Messrs. Engel, Lutz, Page, and Ward, along with Ms. Grimes are each “audit committee financial experts” within the meanings of the applicable Securities and Exchange Commission Rules.

A brief description of the current composition and responsibilities of the Committees are as follows:

Committees

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CORPORATE GOVERNANCE

2020 Committee Membership

Because all of our standing committees consist entirely of independent directors, Mr. Collins is not a member of any of our standing Committees. A list of the independent directors and their respective Committee memberships in 2020 is below:

C = Chair

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OUR POLICIES

The Board adopted written policies and procedures relating to the approval or ratification of each “Related Person Transaction.” Under the policies and procedures, the Nomination and Governance Committee (or any other committee comprised of independent directors designated by the Board) reviews the relevant facts of all proposed Related Person Transactions and either approves, disapproves, or ratifies the entry into a particular Related Person Transaction, by taking into account, among other factors it deems appropriate:

No Director may participate in any discussion or approval of a Related Person Transaction for which he/she or any of his/her immediate family members is the Related Person. Related Person Transactions are approved or ratified only if they are determined to be in the best interests of Corteva and its stockholders.

If a Related Person Transaction that has not been previously approved or previously ratified is discovered, the Related Person Transaction will be presented to the Nomination and Governance Committee for ratification. If the Nomination and Corporate Committee does not ratify the Related Person Transaction, then the Company either ensures all appropriate disclosures regarding the transaction are made or, if appropriate, takes all reasonable actions to attempt to terminate the Company’s participation in the transaction.

Under Corteva’s policies and procedures, a “Related Person Transaction” is generally any financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships in which:

A “Related Person” is generally any person who is, or at any time since the beginning of Corteva’s last fiscal year was:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 1, 2019, Corteva became an independent, publicly traded company through the previously announced separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.) (“DuPont” or “DowDuPont”). DowDuPont was formed on December 9, 2015 to affect an all-stock, merger of equals strategic combination between the Dow Chemical Company (“Historical Dow”) and E. I. du Pont de Nemours and Company (“Historical DuPont” or “EID”). On August 31, 2017, Historical Dow and Historical DuPont each merged with wholly owned subsidiaries of DowDuPont and, as a result of the mergers, Historical Dow and Historical DuPont became subsidiaries of DowDuPont (collectively, the “Merger”).

Subsequent to the Merger, Historical Dow and EID engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science, and specialty products through a series of

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tax-efficient transactions. Prior to March 31, 2019, Corteva, Inc. had engaged in no business operations and had no assets or liabilities of any kind, other than those incident to its formation.

The Separation of Corteva was effectuated through a pro rata distribution of all of the then-issued and outstanding shares of common stock, par value $0.01 per share, of Corteva, Inc., which was then a wholly owned subsidiary of DowDuPont, to holders of record of DowDuPont common stock as of the close of business on May 24, 2019 (the “Distribution”). On May 31, 2019, EID was contributed to Corteva and, as a result, Corteva, Inc. owns 100% of the outstanding common stock of EID. On June 1, 2019, DowDuPont completed the Separation, and Corteva’s common stock began trading on the New York Stock Exchange under the ticker symbol “CTVA” on June 3, 2019, the first business day after June 1, 2019.

DowDuPont Inc. changed its name to DuPont de Nemours, Inc. in connection with the Separation. With respect to this proxy statement, EID is referred to as Historical DuPont with respect to events occurring prior to the Internal Reorganization.

In connection with the Corteva Separation and Distribution, Corteva entered into certain agreements to effectuate the Separation, to provide for the allocation of assets, employees, liabilities, and obligations (including its investments, property, and employee benefits and tax-related assets and liabilities) among the DuPont, Dow, and Corteva (together, the “Parties” and each a “Party”); and to provide a framework for business dealings between the parties following the Separation and Distribution. Descriptions of these agreements are incorporated by reference from “Our Relationship with New DuPont and Dow Following the Distribution” in Exhibit 99.1 to the Company’s Registration Statement on Form 10, dated May 6, 2019 and Item 1.01 of the Company’s Current Report on Form 8-K, dated June 3, 2019. All descriptions therein and below are qualified in their entirety by reference to the full text of such final, executed agreements filed therewith.

Separation and Distribution Agreement. Effective April 1, 2019, the Parties entered into an agreement that sets forth, among other things, the agreements among the Parties regarding the principal transactions necessary to affect the Distributions. It also sets forth other agreements that govern certain aspects of the Parties’ ongoing relationships after the completion of the Distributions (the “Corteva Separation Agreement”), including the liabilities assumed and the release of claims and indemnification obligations between the Parties. For more information regarding the current liabilities and indemnification obligations under this agreement, see “Note 18 — Commitments and Contingent Liabilities, to the Consolidated Financial Statements” contained in our Annual Report.

Tax Matters Agreement. The Parties entered into an agreement effective as of April 1, 2019, as amended on June 1, 2019, that governs their respective rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes.

Employee Matters Agreement. The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments would occur.

Intellectual Property Cross-License Agreements. Effective as of April 1, 2019 Corteva and Dow, and effective June 1, 2019 Corteva and DuPont, entered into Intellectual Property Cross-License Agreements. The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the Distributions, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Corteva Separation Agreement.

Letter Agreement. DuPont and Corteva entered into a Letter Agreement on June 1, 2019. The Letter Agreement sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions. For more information regarding this agreement, see “Note 18 — Commitments and Contingent Liabilities, to the Consolidated Financial Statements” contained in our Annual Report.

Memorandum of Understanding. On January 22, 2021, Corteva, DuPont, The Chemours Company (“Chemours”), and EID entered into a memorandum of understanding containing a settlement to resolve certain legal disputes originating

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from the spin-off of Chemours from EID, including in respect of litigation and environmental liabilities allocated to and assumed by Chemours in connection with the spin-off. The memorandum of understanding establishes a cost sharing arrangement between Corteva, DuPont, and Chemours regarding, and an escrow account to be used to support and manage, potential future legacy per- and polyfluoroalkyl substances liabilities arising out of pre-July 1, 2015 conduct. The cost sharing arrangements established as between Corteva and DuPont are subject to their existing Letter Agreement. For more information regarding the memorandum of understanding and the cost sharing arrangement, see “Note 18 — Commitments and Contingent Liabilities, to the Consolidated Financial Statements” contained in our Annual Report.

Other Agreements. The Parties entered into several other licensing, services, support, software, supply, and lease agreements in connection with the Separation. The descriptions of these agreements are also incorporated by reference from the description provided in “Our Relationship with New DuPont and Dow Following the Distribution” in Exhibit 99.1 to the Company’s Registration Statement on Form 10, dated May 6, 2019.

Edward Breen, who was the chief executive officer of DowDuPont through the Separation, served as director on the Board through April 2020. Since the Separation, Mr. Breen has also been the executive chairman of DuPont. Mr. Breen became the chief executive officer of DuPont in February 2020.

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DELINQUENT SECTION 16(a) REPORTS

Based solely upon a review of SEC filings furnished to the Company and the written representations of our directors and executive officers that no other reports were required, the Company believes that all of its executive officers and officers filed any reports for the year ended December 31, 2020 and reported all transactions on a timely basis except: Lee M. Thomas and Neal Gutterson, the Company’s former Senior Vice President and Chief Technology Officer.

Mr. Thomas had one late reported transaction for shares acquired on his behalf by his investment manager in a managed account without his knowledge or approval. Mr. Gutterson had three late reported transactions related to cashless stock option exercises after his broker failed to report the transactions back to the Company as instructed for the submission of his Section 16(a) reports.

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SUSTAINABILITY VALUES AND INITIATIVES

OVERVIEW

Corteva is focused on continuing to drive sustainable innovation that brings progress and prosperity for future generations through sustainable food production. For us this means more than expanding the food supply. It also encompasses social, economic, and ecological considerations, such as infrastructure, storage, waste reduction, and improving and preserving water quality — all of which are critical to achieving global food security. It includes producing sustainable nutrition alternatives by boosting the nutritional benefits of soy, encouraging sustainable planting methods by developing corn hybrids resistant to insects, diseases and herbicides, and developing sustainable pest control methods.

Corteva believes that companies contribute to sustainable growth efforts by engaging in regular, open dialogue with stakeholders about community and company issues and working together to solve problems. This includes our stockholders. In 2020, our directors and members of management continued our engagement efforts by offering to meet with stockholders representing over 54% of our common stock, and ultimately meeting with stockholders representing approximately 49% of our common stock, in each case, outstanding as of December 31, 2020, including over 57% of the common stock held by our 50 largest stockholders. While some stockholders declined to engage with us at that time, Corteva’s management and, in some circumstances, members of its Board, attended meetings to discuss the Company’s sustainability initiatives, human capital management, corporate governance policies, and business strategy.

Corteva plans to continue productive dialogue with its stockholders going forward on these topics. In 2021, Corteva intends to add to its level of sustainability transparency through the publication of its first sustainability report, which will be aligned with the Global Reporting Initiative (GRI) standards.

Sustainability initiatives are overseen by our Board and its Committees. Our Sustainability, Safety and Innovation Committee regularly monitors the Company’s sustainability measures and efforts, and provides oversight of the risks related to the Company’s innovation pipeline, while our Nomination and Governance Committee retains oversight of our ethics and compliance programs, which reinforce our values. Our People and Compensation Committee oversees the Company’s human capital management and inclusion, diversity, and equity strategy. Sustainability, ethics, and diversity, inclusion, and equity matters are supported by senior management committees that make recommendations to our Board and Committees, and also implement the Company’s sustainability initiatives.

Values

In order to fulfill the Company’s sustainability initiatives and foster innovation, Corteva is focused on promoting a culture and managing its business in a manner that reflects its core values.

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SUSTAINABILITY VALUES AND INITIATIVES

Sustainability Goals

Sustainability is strongly linked to Corteva’s business strategy, which relies on sustainable food production for years to come. In 2020 Corteva published fourteen sustainability goals for 2030 that will increase the resilience of the global food system and align with the U.N. Sustainable Development Goals. These goals, along with more information regarding the Company’s materiality assessment that informed their development can be found at: www.corteva.com/sustainability.html. Our 2030 sustainability goals cover four commitment areas outlined below.

Ethical and Secure Supply Chains

The COVID-19 pandemic crisis resulted in high levels of supply chain disruption for many in the agricultural sector. Despite these disruptions, Corteva’s largely multi-sourced supply chains remained open to service its customers and communities. This resiliency reflects the high expectations Corteva sets for its suppliers. Corteva expects its suppliers to act consistently with Corteva’s values and to abide by our Supplier Code of Conduct, which establishes our policies with respect to fair wages, discrimination, human rights, ethical procurement practices, record-keeping, and compliance with applicable laws. Corteva will not tolerate the use of child or forced labor in any of its global operations and facilities. We, likewise, expect our suppliers and contractors to uphold our principles with respect to child and forced labor. Our Supplier Code of Conduct and Child and Forced Labor Statement may be found under the “Supplier Center” section of our website: supplier-center.corteva.com.

Political Activities

Corteva is committed to participating constructively in the political process with the ultimate goals of advancing and protecting the best interests of the Company, our stockholders, and employees. The political process significantly impacts Corteva through government policies, legislation, and regulatory decisions. We are fully committed to conducting our political activities ethically and in compliance with our policies and all applicable campaign finance laws and reporting requirements. In 2020, Corteva was named one of the top decile of companies in Wharton’s Zicklin Center for Political Accountability’s “CPA-Zicklin Index” earning trendsetter status for its high level of transparency. More information related to Corteva’s policies and its political spending can be found at: www.corteva.com/who-we-are/political-disclosures.html.

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SUSTAINABILITY VALUES AND INITIATIVES

Human Capital Management

We believe that attracting, retaining, and developing members of our workforce is key to the sustainability of our business and developing our pipeline for leadership. Our leadership is focused on fostering an environment in which every employee is contributing fully and able to win for themselves, for Corteva and for our customers and stockholders. Corteva aims to attract the best employees, to retain those employees through offering career development and training opportunities while also prioritizing their safety and wellness in an inclusive and productive work environment. In order to promote this environment, Corteva prioritizes professional development and inclusion, diversity, and equity initiatives, and then monitors their effectiveness by measuring employee engagement surveys, employee representation, and pay equity, along with reviews of its leadership succession pipelines.

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AGENDA ITEM 1:

ELECTION OF DIRECTORS

BOARD COMPOSITION

Our Board is elected annually and currently consists of sixteen members, with Mr. Page serving as its Chair.

Our Board believes in maintaining a diverse and well-rounded membership, complete with qualifications, skills, and experience that support not only the Company’s business needs, but that also provide a current, holistic approach to the Company’s business model as a whole. Our Board has developed a deep and varied skill set, with a membership that reflects a comprehensive spectrum of both professional and personal experiences. The Board is committed to diversity and inclusion at the Board level and throughout the Company and has taken steps to identify diverse candidates with respect to gender, ethnicity, race, nationality, age, skills, and experience in the context of the needs of the Board in the pool of potential candidates under consideration, while balancing the need to identify candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board.

The Nomination and Governance Committee, along with our Board, believe that our stockholders benefit from a Board drawing upon a broad array of experiences and backgrounds. With Mr. Thomas not standing for re-election due to reaching the standard retirement age under the Company’s Corporate Governance Guidelines, the Nomination and Governance Committee prioritized its Board refreshment and succession planning, work with third party search firms, and the identification of diverse candidates with financial expertise and other skills and qualifications valuable from an investor perspective.

On March 19, 2021, the Company entered into an agreement (the “Agreement”) with Starboard Value LP and certain of its affiliates (collectively, “Starboard”) in connection with Starboard’s notice of its intention to nominate certain individuals for election as directors at the 2021 Meeting. Pursuant to the Agreement, the Company agreed to increase its Board size to 16 directors and immediately appoint three new individuals, David C. Everitt, Janet P. Giesselman, and Kerry J. Preete, to the Board. The Company also confirmed that three incumbent directors would not stand for re-election to the Board at the 2021 Meeting. Starboard has agreed to certain customary standstill provisions and other covenants, including, among others, withdrawing its proposed director candidates for election at the 2021 Meeting and to vote in favor of the Company’s proposed slate of directors at the 2021 Meeting. The terms of the Agreement are more fully set forth in Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 19, 2021.

In addition to the three directors appointed pursuant to the Agreement, the Company appointed Karen H. Grimes to the Board. In addition to Mr. Thomas not standing for re-election as described above, effective as of March 19, 2021, the Company accepted the decisions of Robert A. Brown and Lois D. Juliber to not stand for re-election at the 2021 Meeting.

Consistent with our priorities, the Board has nominated a diverse slate of candidates consisting of: Lamberto Andreotti; James C. Collins, Jr.; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; Marcos M. Lutz; Nayaki Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. The table below sets forth key metrics regarding our director nominee slate and the results of our ongoing refreshment priorities.

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The Nomination and Governance Committee and the Board carefully considered the qualifications, skills, and experience of each nominee when concluding that this year’s nominees should serve on the Board. The chart below highlights certain of the diverse sets of skills, knowledge, background, and experience that are represented on our Board:

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AGENDA ITEM 1: ELECTION OF DIRECTORS

RECOMMENDATIONS AND NOMINATIONS FOR DIRECTOR

In accordance with the recommendation of the Nomination and Governance Committee, the Board has nominated each of its 13 director nominees to serve for a one-year term that expires at the Company’s 2022 Annual Meeting of Stockholders (the “2022 Meeting”), or until their successors are elected and qualified. Each of the director nominees has expressed his or her willingness to serve. In accordance with the Company’s Corporate Governance Guidelines, the nominees not currently serving as an executive officer of a company and serving on three or more public company boards, including the Company’s Board, will reduce their total public company boards to three by December 31, 2021.

The Board unanimously recommends a vote FOR the election of ALL of these nominees as Directors of the Board.

The Company benefits from an experienced, engaged, diverse, and independent board of directors with directors that have a deep knowledge of the Company’s business. After the 2021 Meeting, and assuming each of the Board’s nominees is elected, our Board will consist of thirteen highly qualified directors, twelve of whom will be independent. Collectively, the Board reflects the diversity of operational expertise and experience necessary to oversee the Company’s strategic direction, operational execution and performance enhancements, and efforts to drive long-term stockholder value.

As provided by Article 2.7 of the Company’s Bylaws, directors will be elected by a vote of a majority of the votes cast. A majority of the votes cast means that the number of votes FOR a nominee must exceed the number of votes AGAINST that nominee. In an uncontested election, abstentions and broker non-votes will not be counted as votes cast either for or against the nominees and therefore will have no effect on the election of the nominees.

Under the Corporate Governance Guidelines, if a nominee who already serves as a director is not elected, that nominee shall offer to tender his or her resignation to the Board. The Nomination and Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting information, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided.

The NYSE rules do not permit brokers with discretionary authority to vote in the election of directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will abstain from voting on your behalf and your shares will not be voted in the election of directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker.

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DIRECTOR NOMINEES

Information in the biographies summarizes key qualifications and diversity attributes as they apply to the individual director nominees to support the conclusion that these individuals are highly qualified to serve on the Board. The information is current as of the date of this Proxy Statement. Each nominee has consented to serve if elected.

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DIRECTOR COMPENSATION

Corteva compares its non-employee director compensation programs, designs, and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion and Analysis. Corteva targets the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to Corteva’s non-employee directors in 2020.

Non-Employee Directors’ Fees

The 2020 directors’ fees as stated below are paid only to directors who are not employees of Corteva. An overview of the 2020 Compensation Elements is provided below. Equity retainers or fees are issued as restricted stock unit (“RSUs”) that may not be transferred or sold until the director’s retirement from the Board.

Director Compensation for 2020

The directors’ annual cash retainers, chair fees and equity retainers for 2020 are prorated by length of appointment.

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Non-Employee Directors Stock Grant

In April 2020, each non-employee director serving on the Board, except for Ms. Nayyar and Mr. Page, received a grant of 6,500 RSUs, with provisions limiting transfer until retirement from service on the Board. Ms. Nayyar joined the Board in February 2020, and in addition to the grant of 6,500 RSUs, received an additional grant of 1,080 RSUs on the same date, on identical vesting terms, to reflect her service on the Board prior to the annual award grant date. Mr. Page received a grant of 9,930 RSUs, which reflects the equity portion of his non-executive chair fee in addition to the equity portion of his non-employee director retainer.

Non-Employee Directors Stock Ownership Guidelines

The Company’s stock ownership guidelines require non-employee directors to own within five years from their respective appointment date, five (5) times their annual cash retainer in equity of the Company. Equity is a key component of director compensation in order to align their interests with those of the Company’s stockholders. In order to ensure the non-employee directors meet the guidelines, the Company’s stock ownership guidelines also require the director to hold all equity compensation until his or her retirement from the Board. The equity retainer award will not vest until the non-employee director retires from the Board. As of December 31, 2020, the non-employee directors were in compliance with the stock ownership guidelines, or are anticipated to reach their guideline within the prescribed timeframe.

Non-Employee Directors Deferred Compensation Plan

Non-employee directors may choose, prior to the beginning of each year, to have all or part of their fees credited or deferred to a Stock Accumulation and Deferred Compensation Plan for non-employee directors. Under the plan, a director may defer all or part of the Board retainer and Committee Chair fees in cash or stock units until retirement as a director or until a specified year after retirement. Interest accrues on deferred cash payments and dividend equivalents accrue on deferred stock units. As part of the retention requirements, equity grants will be held until retirement. However, a director may defer payments beyond retirement.

Business Travel Accident Insurance for Non-Employee Directors

The Company maintains business travel accident insurance policies covering each non-employee director, which will cover accidental death and dismemberment if the director is traveling on Corteva business.

Historical DuPont Directors’ Retirement Income Plan

In 1998, Historical DuPont discontinued its legacy retirement income plan for non-employee directors. Non-employee directors who began their service on the Historical DuPont Board prior to the plan’s discontinuation continue to be eligible to receive benefits under the plan. Upon retirement, annual benefits payable under the plan equal one-half of the annual board retainer (up to $85,000 and exclusive of any Committee compensation and stock, RSU, or stock option grants) in effect at the director’s retirement. Benefits are payable for the lesser of life or ten years. Ms. Juliber is the only non-executive director eligible to participate in this plan.

Historical DuPont Directors’ Charitable Gift Plan

In October 2008, Historical DuPont discontinued its legacy Historical DuPont charitable gift plan with respect to future directors. Under this plan after the death of the director, DuPont donated five consecutive annual installments of up to $200,000 each to tax-exempt educational institutions or charitable organizations recommended by the director and approved by Historical DuPont.

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A director was fully vested in the plan after five years of service as a director or upon death or disability. The plan is unfunded. Historical DuPont does not purchase insurance policies to satisfy its obligations under the plan. The directors do not receive any personal financial or tax benefit from this program because any charitable, tax-deductible donations accrue solely to the benefit of EID. Employee directors were able to participate in the plan if they made a required annual contribution. Dr. Brown and Ms. Juliber are the only non-executive directors eligible to participate in this plan.

EQUITY COMPENSATION PLAN INFORMATION

The table below shows the Equity Compensation Plan Information as of December 31, 2020 for Corteva, Inc.

BENEFICIAL OWNERSHIP OF COMPANY STOCK

The following table presents the beneficial ownership of Corteva’s common stock as of February 16, 2021, except as noted, for (i) each Director of the Company, (ii) each nominee for director, (iii) each of our named executive officers listed in the Summary Compensation Table, (iv) all directors and executive officers as a group, and (v) each person beneficially owning more than 5% of the outstanding shares of Corteva’s common stock.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Corteva’s compensation philosophy is to provide pay for performance in support of our long-term business objectives, as well as the achievement of annual targets. Since establishing itself as an independent company after its Separation from DowDuPont, which occurred in June 2019, Corteva has been focused on growing its business as a pure-play agricultural company leveraging differentiated, world-leading innovation capabilities to provide best-in-class germplasm and traits in its seed segment, creating many new products from an innovative pipeline such as Brevant^TM, Rinskor^TM, Arylex^TM and the Enlist^TM soybean trait which could be carried by 30% of the soybean units in North America, and increasing our emphasis on higher-margin patented & differentiated products in our crop protection segment.

The COVID-19 pandemic made 2020 a year of profound societal and economic disruption globally. Despite these challenges, our team rapidly implemented comprehensive plans to keep our people, customers, and communities safe, our employees healthy, and our supply chains running smoothly. Underpinning Corteva’s progress was strong organic revenue growth for 2020, with gains across both its business segments and across all regions. Corteva also demonstrated its commitment to cost reductions in 2020 by managing spending and delivering on its productivity programs. These long-term savings were mostly offset in 2020 by headwinds from higher input costs and investments to support growth, in addition to unfavorable currency fluctuations that were exacerbated by the impact of the COVID-19 pandemic.

Nevertheless, Corteva delivered more than $660 million to stockholders via dividends and share repurchases, and its strong capital allocation has accelerated its plans to complete its $1 billion share repurchase program. During 2020, our Total Shareholder Return (TSR)² was 33.5%, outperforming the TSR of the S&P 500 over the same period by approximately 15 percentage points.

Last year, our say-on-pay proposal received the support of 91.7% of votes cast — a significant indication that our stockholders support our compensation program. While we were encouraged by the significant level of support, we have continued our robust stockholder outreach efforts. In 2020, our directors and members of management continued our engagement efforts by offering to meet with stockholders holding over 54% of our common shares and ultimately meeting with stockholders representing approximately half of our common shares, in each case, outstanding as of December 31, 2020, including over 57% of the common shares held by our 50 largest stockholders. In meetings with our directors, stockholders also had the opportunity to speak to independent directors without members of management present. These meetings included institutional investor executives, governance leads, and portfolio managers, among others. We solicited feedback from stockholders regarding their views as to our business strategy, corporate governance policies, sustainability initiatives, and human capital management and compensation practices. Stockholders expressed support for the structure of our ongoing compensation program. The Board welcomed these opportunities to discuss our compensation program with stockholders and took that feedback into consideration as we continued to evolve our compensation program and other governance policies.

For 2020 we continued to take action with respect to our compensation program to further align our executive management’s compensation with our stockholders’ interests, including, among others, the following:

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COMPENSATION DISCUSSION AND ANALYSIS

The contributions of Corteva’s executive leadership through the COVID-19 pandemic and other disruptions over the last year were a key component to the strength and durability of its strategy. While acknowledging Corteva’s success in weathering such challenges and the immense contributions from our executive leadership team during the COVID-19 pandemic, our Committee determined that our NEOs should remain subject to the performance goals established prior to the COVID-19 pandemic.

For further information regarding how we use and calculate Operating EBITDA and Organic Revenue Growth, see the table and accompanying footnotes under 2020 PRP PERFORMANCE AND PAYOUT FACTOR below.

OUR EXECUTIVE COMPENSATION PHILOSOPHY

Corteva’s executive compensation programs are designed to attract, engage, reward, and retain the high-quality executives necessary to lead the Company and execute our business strategy in alignment with the best interests of stockholders. Corteva provides compensation through an appropriate mix of fixed and variable compensation, short-term and long-term incentives, and cash-based and equity-based pay. Its executive compensation programs target the market median for each of the key compensation components.

Corteva compensation programs are designed and administered to follow these core principles:

This section summarizes the objectives and elements of Corteva’s executive compensation program and discusses and analyzes the 2020 compensation decisions by the Committee regarding our Named Executive Officers (“NEOs”). For 2020, Corteva’s NEOs are:

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COMPENSATION DISCUSSION AND ANALYSIS

We regularly review best practices in governance and executive compensation to evaluate that our programs align with our core principles. Here are some of the compensation practices we follow:

2020 COMPENSATION PRACTICES AND POLICIES

Stockholder Feedback

The Committee believes stockholder advisory votes on executive pay (“say-on-pay”) are an important element of stockholder feedback and holds say-on-pay votes annually. As noted above, at our 2020 Annual Meeting of Stockholders, 91.7% of votes cast by stockholders were in favor of the Company’s say-on-pay proposal, reflecting continuing support for the Corteva’s compensation programs and practices. As discussed elsewhere in this proxy statement, we offer to engage with stockholders regarding the Company’s business strategy, corporate governance policies, sustainability initiatives, and human capital management and compensation practices. Based upon the feedback from these engagements, we believe our 2020 compensation program design to be well aligned with the practices expected by our stockholders.

Summary of Our 2020 Compensation Actions

Linking Pay with Performance

Pay actions for our NEOs in 2020 reflected both our Company performance, including significant organic revenue growth globally across its segments, and our executive compensation philosophy of aligning pay with performance. Despite the COVID-19 pandemic, the Committee decided to focus on the long-term and left in place the already established 2020 goals and metrics for our short- and long-term incentive programs. While acknowledging Corteva’s success in weathering the challenges presented by the COVID-19 pandemic and the immense contributions from our executive leadership team during the COVID-19 pandemic, our Committee determined that our NEOs should remain subject to the performance goals established prior to the COVID-19 pandemic.

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COMPENSATION DISCUSSION AND ANALYSIS

2020 SHORT-TERM PERFORMANCE AND INCENTIVE COMPENSATION

In 2020, we added Organic Revenue Growth as a performance metric under our short-term incentive program, the Corteva Performance Reward Plan (“PRP”), to further incentivize behaviors we believe will be the foundation for prudent long-term growth and strengthen the alignment of our executives’ compensation with our stockholders’ interests. The NEO average payout factor was 106.5% of target, which is based on performance against an Organic Revenue Growth target of 5.0% and Operating EBITDA target of $2.2 billion, as well as the impact of individual performance assessments. For further discussion, please see 2020 Compensation Decisions —Our Annual Compensation Program.

LONG-TERM PERFORMANCE AND INCENTIVE COMPENSATION

Performance-based restricted stock units (“PSUs”) were granted in the first quarter of 2020, with performance to be assessed over a period of three years. These PSU awards utilize Return on Invested Capital (“ROIC”) and Operating EPS Growth, equally weighted, to align with the Company’s strategic priorities. Stock options were also granted in the first quarter of 2020, vesting in equal installments, which enhances the link between our NEOs’ compensation and our stockholders’ returns on their investment.

2020 Long-Term Incentive Awards

In 2020, we eliminated the use of time-based RSUs for the annual LTI awards granted to our NEOs in order to better align with our philosophy of providing a significant portion of annual compensation in the form of at-risk, performance-based equity. As a result, our LTI program as applicable to our NEOs will consist solely of PSUs and stock options. For 2020, our LTI program for NEOs consisted of a mix of PSUs and stock options, split 60% and 40%, respectively.

HOW WE DETERMINE EXECUTIVE COMPENSATION

The Committee determines compensation for our NEOs and other executive officers and recommends CEO compensation to the independent Board members for their approval. The NEOs are the Company’s CEO, the Chief Financial Officer, and the three next most highly compensated executive officers.

In 2020, the Committee retained Frederic W. Cook & Co., Inc. (“Cook”) as its independent compensation consultant on executive compensation matters. Cook performs work at the direction and under the supervision of the Committee, and provides no services to Corteva other than those for the Committee.

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COMPENSATION DISCUSSION AND ANALYSIS

Oversight Responsibilities for Executive Compensation

The table below summarizes the distribution of oversight responsibilities related to executive compensation.

In addition to Company performance, the Committee considers a broad array of facts and circumstances in finalizing executive officer pay decisions, including competitive analysis, tally sheets, and stockholder feedback. Our compensation programs are dynamic, and the Committee actively updates such programs in response to changing circumstances to ensure that our executive officers’ compensation is aligned with our stockholders’ interests.

We Conduct a Competitive Analysis

Peer Group Analysis

To ensure a complete and robust picture of the overall compensation environment, and to provide consistent comparisons against which to benchmark compensation for the CEO and other NEOs, we utilize a select group of peer companies (“peer group”) to:

The peer group generally reflects the agricultural and chemical industries in which we operate, represents the multiple markets in which we compete — including markets for executive talent, customers and capital — and comprises large companies with a strong scientific focus and/or research intensity and a significant international presence.

To help guide the selection process in an objective manner, the Committee established the following criteria requiring peer group companies be:

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COMPENSATION DISCUSSION AND ANALYSIS

Based upon the criteria it established, the Committee, in consultation with Cook and with management, initially established the following peer group in connection with its Separation:

The Committee most recently reviewed Corteva’s Peer Group in July 2020, and no changes to its composition were determined to be appropriate.

Published Compensation Surveys

In addition to benchmarking our compensation programs against our peer group, the Committee utilizes data obtained from published compensation surveys. The data utilized from these surveys represents large companies with median revenue comparable to Corteva’s. Data obtained from these published surveys are used in conjunction with peer group data in assessing the compensation of our NEOs, and are used as a secondary source of data for assessing the compensation of our CEO.

Tally Sheets

For each NEO, the Committee annually reviews tally sheets that include all aspects of total compensation and the benefits associated with various termination scenarios. Tally sheets provide the Committee with information on all elements of actual and potential future compensation of the NEOs, as well as data on retention linkages. This helps the Committee confirm that there are no unintended consequences of its actions.

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

The components of Corteva’s executive compensation program align with its executive compensation philosophy.

DIRECT COMPENSATION COMPONENTS