DowDuPont Announces New Members for Future Board of Directors of DuPont
WILMINGTON, Del., April 17, 2019 — DowDuPont (NYSE: DWDP) today announced three additional members to the future board of directors of DuPont, currently the Specialty Products Division of DowDuPont. The new directors include Frank K. Clyburn, chief commercial officer at Merck & Co., Inc., Terrence R. Curtin, CEO of TE Connectivity, and Frederick M. Lowery, senior vice president and president, Life Sciences Solutions and Laboratory Products at Thermo Fisher Scientific Inc. With these additions, DuPont expects to have 12 members on its board, effective June 1, 2019.
Ed Breen, executive chairman-elect of DuPont and current Chair and CEO of DowDuPont, said, “DuPont’s board of directors is composed of highly qualified leaders, with the right mix of skills and experience to position the independent company to drive sustainable growth. The new directors bring deep global expertise in electronics and pharmaceuticals, as well as manufacturing, further strengthening the overall board, which will work closely with the management team to oversee the successful execution of DuPont’s strategy and enhance value for shareholders.”
“We’re excited to welcome Frank Clyburn, Terrence Curtin, and Fred Lowery to the future DuPont board,” said Marc Doyle, CEO-elect of DuPont. “Their diverse perspectives and expertise will be invaluable as we leverage our proprietary technology and deep customer relationships to drive innovation in attractive high-growth markets.”
DowDuPont remains on track to separate the Agriculture Division (Corteva Agriscience™) and Specialty Products Division (DuPont) on June 1, 2019.
In addition to Mr. Clyburn, Mr. Curtin, and Mr. Lowery, DuPont’s future board of directors includes: Edward D. Breen, CEO of DowDuPont and executive chairman-elect of DuPont; Ruby R. Chandy, former president of Industrial Division of Pall Corp.; Alexander M. Cutler, lead independent director of DowDuPont and former chairman and chief executive officer of Eaton; Marc Doyle, COO of the Specialty Products Division of DowDuPont and CEO-elect of DuPont; Eleuthère I. du Pont, former president and chief financial officer of Wawa and president of The Longwood Foundation; Rajiv L. Gupta, chairman of APTIV PLC (formerly Delphi Automotive PLC) and former chairman and CEO of Rohm & Haas; Luther C. Kissam, IV, chairman, president and CEO of Albemarle Corporation; Raymond J. Milchovich, former chairman and CEO of Foster Wheeler AG; and Steven Sterin, former executive vice president, CFO of Andeavor and former president of Andeavor Logistics.
Biographies of New Directors
Frank K. Clyburn is Chief Commercial Officer at Merck, a publicly traded global pharmaceutical company. He became CCO in 2019 and is responsible for operations and P&L across Merck’s human health commercial portfolio globally. He previously held various senior leadership positions within the company, most recently serving as President of Global Oncology from 2013 to 2018. He joined Merck in 2008 following eight years as Vice President of various business units at Sanofi-Aventis S.A. (now Sanofi). Earlier in his career, Mr. Clyburn served in a wide range of commercial roles of increasing responsibility at Hoechst Marion Roussel Inc. (now part of Sanofi) from 1994 to 2000. He started his career at Marion Merrell Dow Inc. from1987 to 1994.
Terrence R. Curtin is the CEO of TE Connectivity, a publicly traded global leader in connectivity and sensor solutions. Prior to assuming the role of CEO in 2017, Mr. Curtin served as TE’s President, where he was responsible for all of the company’s businesses and mergers and acquisition activities. He joined TE Connectivity in 2001 and has held various senior positions within the company, including as Chief Financial Officer. Prior to TE Connectivity, Mr. Curtin had positions of increasing responsibility at Arthur Andersen LLP from 1990 to 2001. Mr. Curtin has served as a director of the board of TE Connectivity since 2016.
Frederick “Fred” M. Lowery is Senior Vice President and President, Life Sciences Solutions and Laboratory Products at Thermo Fisher Scientific Inc., a publicly traded provider of products and services for life sciences, healthcare and applied markets. In this role, he leads the BioProduction, Laboratory Products and Laboratory Chemicals businesses, as well as several functions within Life Sciences Solutions. Since joining Thermo Fisher in 2005, he has held a number of senior leadership positions across businesses. Prior to his time at Thermo Fisher, Mr. Lowery was with Maytag Corporation from 1999 to 2005. He began his career as an engineer at General Motors Company, where he worked from 1994 to 1999.
About DowDuPont Inc.
DowDuPont is a holding company with the intent to form strong, independent, publicly traded companies in agriculture and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. For more information, please visit us at www.dow-dupont.com.
About DuPont, Specialty Products Division of DowDuPont
DowDuPont Specialty Products, a division of DowDuPont (NYSE: DWDP), is a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, building and construction, health and wellness, food and worker safety. DowDuPont intends to separate the Specialty Products Division, which will be called DuPont, into an independent, publicly traded company. More information can be found at www.dow-dupont.com.
Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including statements about the Corteva Distribution. Forward-looking statements, including those related to DowDuPont’s ability to complete, or to make any filing or take any other action required to be taken to complete, the Corteva Distribution, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements also involve risks and uncertainties, many of which that are beyond DowDuPont’s control. Some of the important factors that could cause DowDuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) ability and costs to achieve all the expected benefits from the Corteva Distribution and the April 1, 2019 distribution by DowDuPont of all of the shares of common stock of Dow Inc. on a pro rata basis to the holders of DowDuPont common stock (the “Dow Distribution”); (ii) restrictions under intellectual property cross license agreements entered into or to be entered into in connection with the Corteva Distribution and the Dow Distribution; (iii) ability to receive third-party consents required under the Separation Agreement entered into in connection with the Corteva Distribution and the Dow Distribution; (iv) non-compete restrictions under the Separation Agreement entered into in connection with the Corteva Distribution and the Dow Distribution; (v) the incurrence of significant costs in connection with the Corteva Distribution and the Dow Distribution , including increased costs from supply, service and other arrangements that, prior to the Dow Distribution, were between entities under the common control of DowDuPont; (vi) risks outside the control of DowDuPont which could impact the decision of the DowDuPont Board of Directors to proceed with the Corteva Distribution, including, among others, global economic conditions, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile foreign currency exchange rates, tax considerations, other challenges that could affect the global economy, specific market conditions in one or more of the industries of the businesses proposed to be separated, and changes in the regulatory or legal environment and the requirement to redeem $12.7 billion of DowDuPont notes if the Corteva Distribution is abandoned or delayed beyond May 1, 2020; (vii) potential liability arising from fraudulent conveyance and similar laws in connection with the Corteva Distribution and/or the Dow Distribution; (viii) disruptions or business uncertainty, including from the Corteva Distribution, could adversely impact DowDuPont’s business or financial performance and its ability to retain and hire key personnel; (ix) uncertainty as to the long-term value of DowDuPont common stock; (x) potential inability to access the capital markets; and (xi) risks to DowDuPont’s business, operations and results of operations from: the availability of and fluctuations in the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for DowDuPont, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce DowDuPont’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks are and will be more fully discussed in DowDuPont’s current, quarterly and annual reports and other filings made with the U.S. Securities and Exchange Commission, in each case, as may be amended from time to time in future filings with the SEC. While the list of factors presented here 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 DowDuPont’s or Corteva, Inc.’s consolidated financial condition, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DowDuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. 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” (Part I, Item 1A) of DowDuPont’s 2018 Annual Report on Form 10-K.
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