M&A

CEOs Could Get $80M After Dow-DuPont Merger

The two companies' CFOs would also get 'golden parachute' payments totaling $21.2 million.
Matthew HellerMarch 3, 2016
CEOs Could Get $80M After Dow-DuPont Merger

The chief executive officers of Dow Chemical and DuPont are in line for “golden parachute” payments totaling $80 million after the two companies merge and separate into three independent businesses.

Dow CEO Andrew Liveris would receive $52.8 million in cash, stock, and other payments — about $13 million more than what he would have been paid before the merger announcement — while DuPont CEO Edward Breen, who replaced Ellen Kullman in October, would collect $27.2 million, according to a regulatory filing.

The payment to Liveris would be one of the 15 largest in the United States to a chief executive leaving as a result of a change of control at a large company over the past decade, according to research firm Equilar.

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The two companies’ CFOs would get more modest golden parachutes — $12 million for Dow’s Howard Ungerleider and $9.2 million for DuPont’s Nicholas Fanandakis.

Golden parachutes provide top executives with substantial benefits if their company is taken over and their employment is terminated as a result. Liveris’s contract makes him eligible for payment if he leaves Dow “without cause” or resigns for a “good reason” within 24 months following a change in control.

Dow’s $130 billion merger with DuPont is expected to close in the second half of this year; Liveris, who has been with Dow for 40 years, has said he plans to retire by the second half of 2017. His package includes a cash severance payment of $15.3 million and shares worth $36.1 million.

Dow said that while it might seem high, the vast majority of Liveris’s payment was “just an acceleration of vested benefits already entitled to him given his years of service with Dow and retirement eligibility.”

Once the merger closes, Dow-DuPont plans to break up into three separate companies focused on agriculture, material sciences, and specialty products.

Featured image: Thinkstock