Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment and Resignation of Directors Appointment and Resignation of Directors In connection with the Separation, Charles V. Magro resigned from his position as a member of the Company’s Board of Directors (the “Board”) effective as of the Effective Time.…
Filed Oct 7, 2026Accepted Oct 7, 2026, 5:09 PM EDTCIK 1755672Accession 0001193125-26-417064
Corteva, Inc. (NYSE: CTVA) is a global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world’s most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, the company is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. More information can be found at www.corteva.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment and Resignation of Directors
Appointment and Resignation of Directors
In connection with the Separation, Charles V. Magro resigned from his position as a member of the Company’s Board of Directors (the “Board”) effective as of the Effective Time. Additionally, each of Kerry J. Preete, Marcos M. Lutz and Karen H. Grimes resigned from their respective positions as members of the Board, as well as their respective positions as members of various Committees thereof, in each case, effective as of the Effective Time.
As of immediately prior to the Effective Time, Ms. Grimes and Messrs. Lutz and Preete served on the following Committees:
• Ms. Grimes served on the Audit Committee;
• Messrs. Lutz and Preete and Ms. Grimes served on the People and Compensation Committee; and
• Messrs. Lutz and Preete served on the Science and Innovation Committee.
Each of Messrs. Lutz’s, Magro’s and Preete’s and Ms. Grimes’ decision to resign from the Board is in connection with the Separation, and is not the result of any disagreement relating to the Company’s operations, policies or practices.
In connection with the Separation, the Board appointed Luther (“Luke”) Kissam as a director of the Company effective as of the Effective Time.
Effective as of the Effective Time, the Committees of the Board were comprised of the following members:
Committee Members
Audit Committee Patrick J. Ward (Chair)
Gregory R. Page
Nayaki R. Nayyar
Christopher J. Policinski
Governance and Compliance Committee Janet P. Giesselman (Chair)
Gregory R. Page
Klaus A. Engel, Ph. D.
Christopher J. Policinski
People and Compensation Committee David C. Everitt (Chair)
Jean-Marc Gilson
Nayaki R. Nayyar
Patrick J. Ward
Science and Innovation Committee Klaus A. Engel, Ph. D. (Chair)
David C. Everitt
Janet P. Giesselman
Jean-Marc Gilson
None of the foregoing directors is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between any of such directors and any other person or the Company pursuant to which such directors were appointed to serve in his or her respective role.
Appointment and Resignation of Officers
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2026 (the “April 8-K”), in connection with the Separation, each of Mr. Magro, David P. Johnson, Samuel R. Eathington, Ph. D. and Judd M. O’Connor resigned from their respective positions as officers of the Company, effective as of the Effective Time.
As previously disclosed in the April 8-K, in connection with the Separation, (i) Mr. Kissam was appointed as Chief Executive Officer of the Company, (ii) Jeff Rudolph was appointed as Chief Financial Officer of the Company, (iii) Brook Cunningham was appointed as Chief Commercial Officer of the Company and (iv) Ralph Ford was appointed as Chief Integrated Operations Officer of the Company, in each case, effective as of the Effective Time.
Biographical information for each of Mr. Kissam, Mr. Rudolph, Ms. Cunningham and Mr. Ford and a description of Mr. Kissam’s employment agreement were previously reported in the April 8-K and are incorporated herein by reference.
None of Messrs. Kissam, Rudolph and Ford or Ms. Cunningham has any family relationship with any director or executive officer of the Company, and none is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between any of them and any other person pursuant to which he or she was appointed.