REPORTING & DISCLOSURE TRACKING OUR PROGRESS DOW | REPORTING & DISCLOSURE | 101 Dow Disclosures – GRI Content Index 102-34 Nature and total number of critical concerns In 2021, no matters of critical concern to the enterprise were communicated to the Board or disclosed in securities filings. In the event of a critical concern to the enterprise and in addition to discussions with management and senior leaders to address and resolve such critical concerns, directors may discuss any matters of critical concern to the enterprise during executive session. The independent directors meet in executive session in connection with each regularly scheduled meeting of the Board, and at other times as they may determine appropriate; the Committees regularly meet in executive session in connection with every Committee meeting. 102-35 Remuneration policies A detailed review of Dow’s remuneration policies and the process for determining remuneration can be found in the Compensation Discussion and Analysis section starting on page 57 of the 2022 Proxy Statement filed with the SEC on March 4, 2022. Key executive compensation practices can be found in GRI 102-37 Stakeholders’ involvement in remuneration . 102-36 Process for determining remuneration See disclosure GRI 102-35 Remunerations policies . 102-37 Stakeholders’ involvement in remuneration Annually, the company asks stockholders for an advisory vote on compensation for management. At the 2021 Annual Meeting of Stockholders, 94% of the votes cast by stockholders supported Dow’s executive compensation programs. In the 2022 Annual Meeting of Stockholders, 91% of the votes cast by stockholders supported Dow’s executive compensation programs. The Board and management team carefully consider the advisory vote, as well as engagement with stakeholders throughout the year, when reviewing business, corporate governance and executive compensation profiles. For example as a result of stakeholder engagement, we made the decision to enhance the link between ESG metrics and executive compensation by including performance metrics related to Dow’s sustainability targets, including climate and carbon goals, in our Performance Share Unit program design. For additional information, see Key Executive Compensation Practices (Page 66) in the 2022 Proxy Statement filed with the SEC on March 4, 2022. 102-38 Annual total compensation ratio Based upon the calculation of compensation for both the CEO and the median employee, the ratio of CEO pay to median employee pay for 2021 was approximately 260:1. OMISSION 102-38 Annual total compensation ratio Confidentiality constraints. In the interest of confidentiality and competitiveness, Dow does not report ratios based on individual compensation at the country level. 102-39 Percentage increase in annual total compensation ratio The target total direct compensation of Mr. Fitterling increased 5.9% over 2020 total direct compensation. Relative to 2020, Mr. Fitterling received a 2.9% increase to his short- term incentive target and an increase of 5.8% to his long-term incentive target, based upon the Compensation and Leadership Development Committee’s review of comparable positions within the Compensation Peer Group. See Base Salary Year over Year change (Page 69) in the 2022 Proxy Statement filed with the SEC on March 4, 2022.
