| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Corteva, Inc. (the “Company”) announced that Charles Victor (“Chuck”) Magro, age 52, would succeed James C. Collins, Jr., as chief executive officer of Corteva, Inc. (the “Company”) and as a member of the Company’s board of directors (the “Board”) effective November 1, 2021. The Company previously announced Mr. Collins’ retirement as chief executive officer and director upon the appointment of his successor. Mr. Magro will fill the vacancy on the Board resulting from Mr. Collins retirement and will serve a term expiring at the Company’s next annual meeting of stockholders.
Mr. Magro served as president and chief executive officer of Nutrien Ltd. (“Nutrien”) from January 2018 until April 2021. Prior to that, for four years Mr. Magro served as President and Chief Executive Officer of Agrium Inc., which merged with Potash Corporation of Saskatchewan Inc. (PotashCorp) to create Nutrien. Before his appointment as chief executive officer of Agrium Inc. in 2014, Mr. Magro held a variety of other key leadership roles there, including chief operating officer, chief risk officer, executive vice president of corporate development, and vice president of manufacturing. He joined Agrium Inc. in 2009 following a productive career with NOVA Chemicals. Mr. Magro holds a bachelor of applied science (chemical engineering) from the University of Waterloo and a master of business administration from the University of Windsor.
In connection with his appointment, the Company entered into a letter agreement with Mr. Magro on October 25, 2021 (the “Letter Agreement”). Under the Letter Agreement, Mr. Magro’s annual base salary will be $1,300,000. His incentive opportunity under the Company’s annual Performance Reward Plan for the 2021 performance year is set at 150% of his base salary, and will be prorated based on his hire date.
Under the Letter Agreement, Mr. Magro will be eligible to receive annual grants of long-term incentive awards under the 2019 Corteva Omnibus Incentive Plan (the “OIP”) beginning in 2022 with a target grant date value of $9,000,000. Annual grants will be subject to the terms and conditions of the OIP and will be granted under award agreements generally consistent with the Company’s grants to other named executive officers. Mr. Magro will be eligible to participate in the Company’s Change in Control and Executive Severance Plan and will be subject to Company’s chief executive officer stock ownership guideline of six times base salary. Mr. Magro is also entitled to receive certain moving and relocation expenses under the Company’s relocation policy, not to exceed $750,000 in aggregate. Mr. Magro will be eligible to receive certain welfare and other benefits generally available to the Company’s executives.
The foregoing description of the Letter Agreement and Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement and Severance Plan, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and incorporated by reference herein.
In connection with the Company’s entry into the Letter Agreement with Mr. Magro, the Company and Nutrien have entered into an agreement to coordinate the application of Mr. Magro’s existing restrictive covenants owed to Nutrien with his services for the Company under the Letter Agreement, pursuant to which the Company has agreed to (A) pay to Nutrien a lump sum payment of $18,700,000 USD, (B) indemnify Nutrien for any breaches by Mr. Magro in connection with his employment with the Company of his surviving restrictive covenants owed to Nutrien, and (C) abide by certain customary restrictive covenants, which generally expire in 2023.
There are no other arrangements or understandings between Mr. Magro and any other person pursuant to which he was appointed, or that would otherwise be required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a news release on October 28, 2021, announcing the appointment of Mr. Magro. A copy of this news release is furnished as Exhibit 99.1. The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.”
Cautionary Statement About Forward-Looking Statements
This Current Report contains 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 the Company’s strategy for growth and financial results are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward- looking statements also involve risks and uncertainties, many of which are beyond the Company’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
