Dow Inc. management check
DOW · Materials · Commodity Chemicals · CEO Karen S Carter (since the last proxy; previously Jim Fitterling)
Filings as of
2 good · 3 to watch · 2 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $55, against $79 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.99 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Flag
What does the CEO cost owners?
Paid in a loss-making year$19.1m of reported pay in fiscal 2025, a year the company lost $2.4bn.
- Watch
Do they own the stock?
New CEO since the proxyKaren S Carter filed as Chief Executive Officer after the last proxy (which named Jim Fitterling) and holds 174,481 shares. Their pay will be in the next proxy. No open-market insider buying or selling in the last six months.
- Watch
Are owners being diluted?
Share count growingDiluted shares changed +0.2% a year over the last three fiscal years. Stock-based pay was 0.4% of revenue in the latest year.
- Watch
Is leadership stable?
New CEO: Karen S CarterKaren S Carter has filed as CEO since the last proxy. CEO in the pay table: Jim Fitterling. 6 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Materials.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 12 | 40 | |
| Pay for performance | 99 | 77 | |
| CEO cost | 0 | 40 | |
| Skin in the game | — | — | 38 |
| Dilution | 48 | 71 | |
| Stable leadership | 70 | 70 | |
| Clean books | 100 | 100 |
Closest peers
Nearest in rank in Materials, by management score. Dow Inc. is 17th of 24 in its sector.
- 326BALLBall Corporation59
- 368NEMNewmont57
- 386DOWDow Inc.55
- 409APDAir Products52
- 418LYBLyondellBasell51
- 423FCXFreeport-McMoRan50
Pay versus performance
From the proxy statement filed February 27, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Jim Fitterling | $19.1m | −$892k | $5.7m | $55 | $79 | −$2.4bn |
| 2024 | — | $19.1m | $15.0m | $4.7m | $88 | $82 | $1.2bn |
| 2023 | — | $20.8m | $22.5m | $6.4m | $114 | $97 | $660.0m |
| 2022 | — | $19.5m | $17.0m | $7.6m | $100 | $83 | $4.6bn |
| 2021 | — | $24.9m | $19.2m | $6.1m | $107 | $126 | $6.4bn |
The board says pay is tied most to Cumulative Cash from Operations. Its other key measures: Free Cash Flow, Operating EBIT, Operating ROC, Relative TSR, Carbon Emissions Reduction, Ambition Metric.
Insiders and the CEO's stake
Karen S Carter (Chief Executive Officer) held 174,481 shares directly after their latest Form 4 on Jul 1, 2026.
No open-market insider buying or selling in the last six months.
Leadership and governance on file
- Jul 6, 2026Leadership change8-K/A 5.02
- Apr 14, 2026Leadership change8-K 5.02
- Jan 5, 2026Leadership change8-K 5.02
- Dec 3, 2024Leadership change8-K 5.02
- Dec 18, 2023Leadership change8-K 5.02
- Oct 25, 2023Leadership change8-K 5.02
- Apr 18, 2022Leadership change8-K 5.02
Latest shareholder vote results: Apr 14, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $14.0bn returned to owners in buybacks and dividends, and $1.0bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $55.0bn | $56.9bn | $44.6bn | $43.0bn | $40.0bn |
| Net income | — | — | — | — | — |
| Stock-based pay | $276.0m | $211.0m | $212.0m | $159.0m | $154.0m |
| Buybacks | $1.0bn | $2.3bn | $625.0m | $494.0m | $0 |
| Dividends | $2.1bn | $2.0bn | $2.0bn | $2.0bn | $1.5bn |
| Diluted shares | 749m | 726m | 709m | 705m | 712m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.