Pay vs Performance Disclosure, Table

Pay Versus performance

The following table and supporting graphics below set out information regarding fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020 in satisfaction of Item 402(v) of Regulation S-K. The Company’s compensation programs have a history of aligning pay and performance. This is demonstrated in the Company selected measure listed below: Cumulative Cash from Operations, which focuses on the importance of cash generation from core operations and, on a cumulative basis, serves as a performance metric for the Performance Stock Unit Program—the largest component of executive officer compensation; together with the additional financial and non-financial measures which make up the components of our short-term and long-term incentive programs. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 55. In this section, PEO means “Principal Executive Officer,” SCT means “Summary Compensation Table,” and CAP means “compensation actually paid.”


									Value of Initial Fixed $100 Investment Based On:



Year	Summary Compensation Table Total for PEO ($)(1)		Compensation Actually Paid to PEO ($)(2)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)		Average Compensation Actually Paid to Non-PEO NEOs ($)(4)		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)(5)		Net Income ($)(6)		Cumulative Cash From Operations ($)(7)



(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)



2024		19,064,099		15,043,396		4,721,677		3,699,184		95		96		1,201		2,903


2023		20,829,446		22,499,971		6,430,289		6,571,425		123		112		660		5,164


2022		19,464,652		17,047,734		7,645,272		7,534,880		108		94		4,640		7,486


2021		24,858,892		19,205,009		6,097,704		5,644,356		115		149		6,405		7,069


2020		22,211,255		21,259,321		6,211,458		6,087,802		108		118		1,294		6,252

Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar.

(1)

For 2020, 2021, 2022, 2023 and 2024, the PEO was Jim Fitterling. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Fitterling for each corresponding year in the “Total” column of the SCT.

(2)

The dollar amounts reported in column (c) represent the amount of CAP to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the CAP:

PEO SCT Total to CAP Reconciliation


Year	Reported Summary Compensation Table Total for PEO ($)		Minus: Reported Summary Compensation Table Value of Equity Awards ($)(i)		Plus: Equity Award Adjustments ($)(iii)		Minus: Reported Change in the Actuarial Present Value of Pension Benefits in Summary Compensation Table ($)(ii)		Plus: Pension Benefit Adjustments ($)(iii)		Compensation Actually Paid to PEO ($)



2024		19,064,099		15,420,779		11,628,709		228,634		0		15,043,396


2023		20,829,446		14,553,416		16,851,035		1,019,471		392,377		22,499,971


2022		19,464,652		14,097,926		10,881,618		68		799,459		17,047,734


2021		24,858,892		13,246,307		11,504,053		4,634,995		723,366		19,205,009


2020		22,211,255		12,008,723		16,179,447		5,447,988		325,329		21,259,321

(i)

The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” columns of the SCT for each applicable year. The value of dividends or other earnings paid on stock or option awards are reflected in the value of the award in the SCT for each applicable year.

(ii)

The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year.

(iii)

The equity award and pension benefit adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below.


	Equity Award Adjustments



Year	Year End Fair Value of Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Awards ($)			Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)			Total Equity Award Adjustments ($)



2024		10,616,382		(5,809,983	)		62,102		6,760,209			11,628,709


2023		12,830,767		2,389,171			60,134		1,570,964			16,851,035


2022		11,695,371		(1,220,439	)		59,513		347,173			10,881,618


2021		12,118,397		(1,093,085	)		61,289		417,453			11,504,053


2020		16,538,743		611,293			72,023		(1,042,613	)		16,179,447

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. For 2020, the Non-PEO NEOs were Howard Ungerleider, Peter Holicki, A. N. Sreeram and Amy E. Wilson. For 2021, the Non-PEO NEOs were Howard Ungerleider, John M. Sampson, A. N. Sreeram and Amy E. Wilson. For 2022, the Non-PEO NEOs were Howard Ungerleider, Karen S. Carter, A. N. Sreeram and Jane Palmieri. For 2023, the Non-PEO NEOs were Howard Ungerleider, Jeffrey L. Tate, John M. Sampson, A. N. Sreeram and Amy E. Wilson. For 2024, the Non-PEO NEOs are Jeffrey L. Tate, John M. Sampson, A. N. Sreeram, Amy E. Wilson and Mauro Gregorio.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid:

Average Non-PEO SCT Total to CAP Reconciliation


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Minus: Average Reported Summary Compensation Table Value of Equity Awards for Non-PEO NEOs ($)		Plus: Average Equity Award Adjustments ($)(i)		Minus: Average Reported Change in the Actuarial Present Value of Pension Benefits ($)		Plus: Average Pension Benefit Adjustments ($)(i)		Average Compensation Actually Paid to Non-PEO NEOs ($)



2024		4,721,677		3,035,054		2,027,104		14,543		0		3,699,184


2023		6,430,289		3,968,846		4,632,540		702,881		180,323		6,571,425


2022		7,645,272		5,618,665		5,131,639		0		376,633		7,534,880


2021		6,097,704		3,082,744		2,793,731		462,727		298,393		5,644,356


2020		6,211,458		2,877,505		3,802,873		1,405,525		356,501		6,087,802

(i)

The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below. Total Average Pension Benefit Adjustments are equal to the Average Pension Service Costs incurred during the relevant period. No Average Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period.


	Equity Award Adjustments



Year	Average Year End Fair Value of Awards Granted in the Year ($)		Year over Year Average Change in Fair Value of Outstanding and Unvested Awards ($)			Average Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)			Year over Year Average Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)			Total Average Equity Award Adjustments ($)



2024		2,021,723		(1,145,672	)			7,641		1,143,412			2,027,104


2023		3,738,343		554,330				9,372		330,495			4,632,540


2022		5,350,456		(324,174	)			3,166		102,192			5,131,639


2021		2,833,284		(139,374	)			2,053		97,768			2,793,731


2020		3,980,323		259,124			0			(436,574	)		3,802,873

(5)

For 2020 and 2021, the Company utilized the S&P 500 Chemicals Index. The dollar value in this column for 2020 and 2021 reflects the S&P 500 Chemicals Index TSR. In 2022, the Company selected a custom financial peer group for purposes of its TSR benchmarking for the pay versus performance disclosures and on a go forward basis (the “Peer Group”). The Peer Group TSR for 2020 and 2021 are $115 and $118, respectively. The constituents of the Peer Group are publicly traded companies that more closely correlate to Dow’s business at the enterprise level. The Peer Group is comprised of: Arkema SA, BASF Corporation, Covestro AG, Eastman Chemical Company, Huntsman Corporation, LyondellBasell Industries N.V., and Wacker Chemie AG. The cumulative TSR depicts a hypothetical $100 investment in Dow common stock on December 31, 2019, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. Source: S&P Capital IQ.

(6)

Presented in millions. Net income is as listed in the Company’s financial statements in accordance with GAAP.

Presented in millions. The dollar value in this column reflects cash from operations for that calendar year. Cumulative Cash from Operations under the Company’s Performance Stock Unit Program is calculated by aggregating cash from operations for each calendar year for a three year period for the relevant performance period as described in the section titled “Long-Term Incentive Compensation” in the CD&A.

Company Selected Measure Name

Cumulative Cash from Operations

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

PEO Total Compensation Amount

$ 19,064,099

$ 20,829,446

$ 19,464,652

$ 24,858,892

$ 22,211,255

PEO Actually Paid Compensation Amount

$ 15,043,396

22,499,971

17,047,734

19,205,009

21,259,321

Adjustment To PEO Compensation, Footnote

(2)

PEO SCT Total to CAP Reconciliation


Year	Reported Summary Compensation Table Total for PEO ($)		Minus: Reported Summary Compensation Table Value of Equity Awards ($)(i)		Plus: Equity Award Adjustments ($)(iii)		Minus: Reported Change in the Actuarial Present Value of Pension Benefits in Summary Compensation Table ($)(ii)		Plus: Pension Benefit Adjustments ($)(iii)		Compensation Actually Paid to PEO ($)



2024		19,064,099		15,420,779		11,628,709		228,634		0		15,043,396


2023		20,829,446		14,553,416		16,851,035		1,019,471		392,377		22,499,971


2022		19,464,652		14,097,926		10,881,618		68		799,459		17,047,734


2021		24,858,892		13,246,307		11,504,053		4,634,995		723,366		19,205,009


2020		22,211,255		12,008,723		16,179,447		5,447,988		325,329		21,259,321

(i)

(ii)

The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year.

(iii)


	Equity Award Adjustments



Year	Year End Fair Value of Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Awards ($)			Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)			Total Equity Award Adjustments ($)



2024		10,616,382		(5,809,983	)		62,102		6,760,209			11,628,709


2023		12,830,767		2,389,171			60,134		1,570,964			16,851,035


2022		11,695,371		(1,220,439	)		59,513		347,173			10,881,618


2021		12,118,397		(1,093,085	)		61,289		417,453			11,504,053


2020		16,538,743		611,293			72,023		(1,042,613	)		16,179,447

Non-PEO NEO Average Total Compensation Amount

$ 4,721,677

6,430,289

7,645,272

6,097,704

6,211,458

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,699,184

6,571,425

7,534,880

5,644,356

6,087,802

Adjustment to Non-PEO NEO Compensation Footnote

(4)

Average Non-PEO SCT Total to CAP Reconciliation


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Minus: Average Reported Summary Compensation Table Value of Equity Awards for Non-PEO NEOs ($)		Plus: Average Equity Award Adjustments ($)(i)		Minus: Average Reported Change in the Actuarial Present Value of Pension Benefits ($)		Plus: Average Pension Benefit Adjustments ($)(i)		Average Compensation Actually Paid to Non-PEO NEOs ($)



2024		4,721,677		3,035,054		2,027,104		14,543		0		3,699,184


2023		6,430,289		3,968,846		4,632,540		702,881		180,323		6,571,425


2022		7,645,272		5,618,665		5,131,639		0		376,633		7,534,880


2021		6,097,704		3,082,744		2,793,731		462,727		298,393		5,644,356


2020		6,211,458		2,877,505		3,802,873		1,405,525		356,501		6,087,802

(i)


	Equity Award Adjustments



Year	Average Year End Fair Value of Awards Granted in the Year ($)		Year over Year Average Change in Fair Value of Outstanding and Unvested Awards ($)			Average Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)			Year over Year Average Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)			Total Average Equity Award Adjustments ($)



2024		2,021,723		(1,145,672	)			7,641		1,143,412			2,027,104


2023		3,738,343		554,330				9,372		330,495			4,632,540


2022		5,350,456		(324,174	)			3,166		102,192			5,131,639


2021		2,833,284		(139,374	)			2,053		97,768			2,793,731


2020		3,980,323		259,124			0			(436,574	)		3,802,873

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Most Important Performance Measures

The seven items listed below represent the most important metrics used to link CAP to Company performance for the 2024 fiscal year as further described in the sections titled “Performance Award” and “Long-Term Incentive Compensation” of the CD&A.

         •Cumulative Cash from Operations

        

         •Free Cash Flow

        

         •Operating EBIT

        

         •Operating ROC

        

         •Relative TSR

        

         •Carbon Emissions Reduction

        

         •Ambition Metrics

        

Total Shareholder Return Amount

$ 95

123

108

115

108

Peer Group Total Shareholder Return Amount

112

149

118

Net Income (Loss)

$ 1,201,000,000

$ 660,000,000

$ 4,640,000,000

$ 6,405,000,000

$ 1,294,000,000

Company Selected Measure Amount

2,903,000,000

5,164,000,000

7,486,000,000

7,069,000,000

6,252,000,000

PEO Name

Jim Fitterling

Measure:: 1

Cumulative Cash from Operations

Measure:: 2

Free Cash Flow

Measure:: 3

Operating EBIT

Measure:: 4

Operating ROC

Measure:: 5

Relative TSR

Measure:: 6

Carbon Emissions Reduction

Measure:: 7

PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

Ambition Metrics

PEO | Aggregate Pension Adjustments Service Cost

$ (228,634)

$ (1,019,471)

$ (68)

$ (4,634,995)

$ (5,447,988)

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

392,377

799,459

723,366

325,329

PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

(15,420,779)

(14,553,416)

(14,097,926)

(13,246,307)

(12,008,723)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

11,628,709

16,851,035

10,881,618

11,504,053

16,179,447

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(5,809,983)

2,389,171

(1,220,439)

(1,093,085)

611,293

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

62,102

60,134

59,513

61,289

72,023

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

6,760,209

1,570,964

347,173

417,453

(1,042,613)

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

10,616,382

12,830,767

11,695,371

12,118,397

16,538,743

Non-PEO NEO | Aggregate Pension Adjustments Service Cost

(14,543)

(702,881)

(462,727)

(1,405,525)

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

180,323

376,633

298,393

356,501

Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

(3,035,054)

(3,968,846)

(5,618,665)

(3,082,744)

(2,877,505)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

2,027,104

4,632,540

5,131,639

2,793,731

3,802,873

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(1,145,672)

554,330

(324,174)

(139,374)

259,124

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

7,641

9,372

3,166

2,053

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

1,143,412

330,495

102,192

97,768

(436,574)