DEF 14A of Eastman Chemical Co, Mar 21, 2024

DEF 14A of Eastman Chemical Co

Filed Mar 21, 2024 · FY20230000915389-24-000103

Open on EDGAR

  1. Director nominees

    Director nominees

  2. Director nominees

    | | Humberto P. Alfonso Retired Executive Vice President & Chief Financial Officer, Information Services Group | | | | Director: Since January 2011 Age: 66 Committees: •Audit (Chair) •Environmental, Safety and Sustainability •Finance | | | | | Experience and skills: International / Emerging Markets | Accounting / Financial Reporting | ERM / Risk Management | Logistics / Global Supply Chain | Mergers & Acquisitions / Capital Markets | | Skills and expertise: Mr. Alfonso’s experience includes various senior financial positions held during his career that provide a solid platform for his service to lead the Audit Committee’s oversight of the Company’s financial reporting process and its internal and disclosure controls and of the work of the independent registered public accounting firm. In addition, Mr. Alfonso’s substantial senior level management experience brings significant operational insight to the Board. Background: •Information Services Group, a global technology research and advisory firm ◦2021 – 2023 (retired): Executive Vice President and Chief Financial Officer •Yowie Group Ltd., a confectionary company ◦2017 – 2018: Director ◦2016 – 2018: Chief Executive Officer, Global •The Hershey Company, a chocolate and cocoa products company ◦2013 – 2015 (retired): President, International | | ◦2011 - 2013: Executive Vice President, Chief Financial Officer, and Chief Administrative Officer ◦2007 - 2011: Senior Vice President and Chief Financial Officer ◦2006 - 2007: Vice President, Finance and Planning, North American Commercial Group ◦2006 (joined Hershey) - 2006: Vice President, Finance and Planning, U.S. Commercial Group •Cadbury Schweppes, a multi-national confectionary company ◦held a variety of finance positions ◦2005 - 2006: Executive Vice President Finance and Chief Financial Officer of Cadbury Schweppes Americas Beverages ◦2003 - 2005: Vice President Finance, Global Supply Chain •Pfizer, Inc., a biopharmaceutical company ◦held a number of senior financial positions Other Current Public Company Directorships •The Kraft Heinz Company |

  3. Director nominees

    | | Brett D. Begemann Retired Chief Operating Officer of Crop Science Division of Bayer AG | | | | Director: Since February 2011 Lead Director: Since May 2023 Age: 63 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance | | | | | Experience and skills: International / Emerging Markets | ERM / Risk Management | Logistics / Global Supply Chain | Chemicals Industry | Manufacturing / Operations Safety | Government / Regulatory | | Skills and expertise: Mr. Begemann’s substantial and varied experience as an executive of an international public company brings to the Board a significant depth of knowledge in global biotechnology and chemicals businesses. His wide-ranging experience and knowledge allow him to contribute to the Board and its Committees significant insight into a number of functional areas critical to Eastman. Background: •Bayer AG, a German global life sciences company ◦2018 - 2021 (retired): Chief Operating Officer for the Crop Science Division, with core competencies in the areas of health care and agriculture | | •Monsanto Company, an agrochemical company ◦2013 - 2018 (acquired by Bayer AG): President and Chief Operating Officer, responsible for worldwide sales and operations, corporate affairs, and global business organization ◦2012 - 2013: President and Chief Commercial Officer ◦2009 - 2012: Executive Vice President and Chief Commercial Officer ◦2007 - 2009: Executive Vice President, Global Commercial ◦1983 - 2007: served in the company’s sales and marketing organization |

  4. Director nominees

    | 22 | 2024 Proxy Statement | |

  5. Director nominees

    | | Eric L. Butler Retired Executive Vice President and Chief Administrative Officer of Union Pacific Corporation | | | | Director: Since August 2022 Age: 63 Committees: •Audit •Environmental, Safety and Sustainability •Finance | | | | | Experience and skills: International / Emerging Markets | Accounting / Financial Reporting | ERM / Risk Management | Human Capital / Talent Management | Logistics / Global Supply Chain | Manufacturing / Operations Safety | Mergers & Acquisitions / Capital Markets | | Skills and expertise: Mr. Butler’s substantial senior level management experience, including his previous position as a chief administrative officer, and his background in sales and marketing, supply chain logistics, procurement and purchasing and industrial engineering enable him to bring significant operational insight to the Board. In addition, he also has experience leading human resources, labor relations, and corporate governance functions. Mr. Butler’s extensive experience in the freight transportation industry allows him to provide the Board with unique perspectives on developing a safety-first business culture, customer service, and risk management. Background: •Aswani-Butler Investment Associates, a private equity investment firm ◦Founder and CEO •Union Pacific Corporation (“Union Pacific”), one of the largest freight rail providers in North America | | ◦during his 32-year career, he led a wide variety of company functions and initiatives, including marketing and sales, purchasing and supply chain, financial planning and analysis, strategic planning, human resources, industrial engineering and transportation research ◦2016 - 2018 (retired): Executive Vice President and Chief Administrative Officer ◦2012 - 2016: Executive Vice President, Sales and Marketing and Chief Marketing Officer •Federal Reserve Bank of Kansas City, Omaha Branch ◦2013 – 2019: Board appointee ◦2018 – 2020: Chair of the Board Other Current Public Company Directorships •NiSource, Inc. •West Fraser Timber Co. Ltd Certifications / Continuing Director Education •Deloitte Audit Committee symposium |

  6. Director nominees

    | | Mark J. Costa Chief Executive Officer and Board of Directors Chair of Eastman Chemical Company | | | | Director: Since May 2013 Age: 58 Committees: •None | | | | | Experience and skills: International / Emerging Markets | ERM / Risk Management | Human Capital / Talent Management | Logistics / Global Supply Chain | Chemicals Industry | R&D / Innovation | Manufacturing / Operations Safety | Government / Regulatory | Mergers & Acquisitions / Capital Markets | Sustainability / Environment | | Skills and expertise: Since he joined the Company, Mr. Costa has led a variety of business, marketing, functional, and strategic areas and initiatives. Mr. Costa has senior management, corporate transformation and portfolio management, and business and marketing capability experience and expertise from both his years with the Company and previously as a consultant. We believe the perspective of the Chief Executive Officer of the Company is critical for the Board in order to effectively oversee the affairs of the Company and its strategy for growth. Mr. Costa’s unique knowledge of the opportunities and challenges associated with our business and familiarity with the Company, as well as of the chemical industry and various market participants, make him uniquely qualified to lead and advise the Board as Chair. | | Background: •Eastman Chemical Company ◦2014 – Present: Chief Executive Officer ◦2014 – Present: Board of Directors Chair ◦2013 –2014: President ◦2009 - 2012: Executive Vice President, Specialty Polymers, Coatings and Adhesives, and Chief Marketing Officer ◦2008 - 2009: Executive Vice President, Polymers Business Group and Chief Marketing Officer ◦2006 – 2008: Senior Vice President, Corporate Strategy and Marketing •Monitor Group, a global management consulting firm ◦1988 – 2006: Senior Partner; played a crucial role in developing Monitor’s techniques in corporate transformations and portfolio management and designing client business and marketing capability building programs Other Current Public Company Directorships • International Flavors & Fragrances Inc. |

  7. Director nominees

    | | 2024 Proxy Statement | 23 |

  8. Director nominees

    | | Linnie M. Haynesworth Retired Sector Vice President and General Manager of Northrup Grumman Corporation | | | | Director: Since February 2023 Age: 66 Committees: •Audit •Environmental, Safety and Sustainability •Finance | | | | | Experience and skills: International / Emerging Markets | Information Technology / Cybersecurity | ERM / Risk Management | Logistics / Global Supply Chain | Government / Regulatory | | Skills and expertise: Ms. Haynesworth provides the Eastman Board expertise in technology integration, cybersecurity governance, enterprise strategy, risk management, large complex system development and disruptive technology integration. She formerly served on the board of directors of the Intelligence and National Security Alliance and the Northern Virginia Technology Council. Background: •Northrop Grumman Corporation (“NGC”), and aerospace and defense technology company ◦2016 – 2019 (retired): Mission Systems Sector Vice President and General Manager of the Cyber and Intelligence Mission Solutions Division; had executive responsibility for the overall growth and program activities for the division’s business portfolio, including full spectrum cyber, multi-enterprise data management and integration, as well as mission enabling intelligence, surveillance and reconnaissance (ISR) solutions supporting domestic and international customers | | ◦2013 - 2016: Sector Vice President and General Manager of the ISR Division within the former Information Systems sector; led NGC’s Federal and Defense Technologies Division •United States Department of Defense ◦2021 - Present: Member of the Defense Business Board Other Current Public Company Directorships •Automatic Data Processing, Inc. •Micron Technology, Inc. •Truist Financial Corporation Certifications / Continuing Director Education •Certificate in Cybersecurity Oversight |

  9. Director nominees

    | | Julie F. Holder Retired Senior Vice President of The Dow Chemical Company | | | | Director: Since November 2011 Age: 71 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance (Chair) | | | | | Experience and skills: International / Emerging Markets | ERM / Risk Management |Human Capital / Talent Management | Chemicals Industry | Government / Regulatory | Sustainability / Environment | | Skills and expertise: Ms. Holder brings to the Board substantial corporate management experience as well as expertise in international sales and marketing and the chemicals industry through her various senior management positions at The Dow Chemical Company (“Dow”). Ms. Holder’s long history at Dow provides her substantial chemical industry experience across a broad range of functional areas and allows her to offer management and operational insight to the Board with an in-depth understanding of the opportunities and challenges associated with our business. Background: •JFH Insights LLC, a consulting firm (primarily dedicated to leadership coaching for high potential women executives) ◦2009 – Present: Chief Executive Officer; develops and teaches executive education courses designed to help women be more successful in their careers and help senior leadership build a more inclusive corporate culture | | •The Dow Chemical Company, a diversified, worldwide manufacturer and supplier of products used primarily as raw materials in the manufacture of customer products and services ◦2007 – 2009 (retired): Senior Vice President, Chief Marketing, Sales and Reputation Officer, U.S. Area Executive Oversight ◦2006 – 2007: Vice President, Human Resources, Public Affairs and Diversity and Inclusion, Latin America Executive Oversight ◦1975 - 2006: various positions with increasing seniority •W. R. Grace & Co., a global supplier of catalysts and engineered materials ◦2016 – 2021 (acquired by Standard Industries Holdings Inc. and no longer publicly-traded): Board of Directors member Certifications / Continuing Director Education •Diligent Climate Leadership Certification |

  10. Director nominees

    | 24 | 2024 Proxy Statement | |

  11. Director nominees

    | | Renée J. Hornbaker Retired Executive Vice President and Chief Financial Officer of Stream Energy | | | | Director: Since September 2003 Age: 71 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance (Chair) •Nominating and Corporate Governance | | | | | Experience and skills: International / Emerging Markets | Accounting / Financial Reporting | Information Technology / Cybersecurity | ERM / Risk Management | Manufacturing / Operations Safety | Mergers & Acquisitions / Capital Markets | | Skills and expertise: Ms. Hornbaker’s expertise in a variety of financial and accounting roles, experience in business development, strategy and technology, and service with large global businesses make her a valuable member of the Board. Ms. Hornbaker’s previous service as a chief financial officer and as a senior manager at an accounting firm provide a solid platform for her to advise and consult with the Board on financial and audit-related matters. Background: •Storey & Gates LLC, a consulting firm providing business advisory services including executive coaching and board governance training for boards ◦2018 – Present: Chief Executive Officer •Stream Energy, a retail energy, wireless, and protective services provider ◦2017 – 2019 (sold): Board of Directors member, Board Chair and Compensation Committee Chair ◦2015 – 2017: Chief Financial Officer •Shared Technologies, Inc., a provider of converged voice and data networking solutions ◦2006 – 2011: Chief Financial Officer | | •CompuCom Systems, Inc., an information technology services provider ◦2005 – 2006: Consultant to the Chief Executive Officer •Flowserve Corporation, a global provider of industrial flow management products and services ◦1997 - 2004: Vice President and Chief Financial Officer ◦1997 – 1998: Vice President, Chief Information and Development Officer Other Current Public Company Directorships •Berry Corporation Certifications / Continuing Director Education •Certified Public Accountant •NACD Director Certified •NACD Board Leadership Fellow •NACD Cybersecurity Oversight •NACD Climate Oversight •KPMG Board Leadership Conference |

  12. Director nominees

    | | Kim Ann Mink Retired President and Chief Executive Officer of Innophos Holdings, Inc. | | | | Director: Since July 2018 Age: 64 Committees: •Audit •Environmental, Safety and Sustainability (Chair) •Finance | | | | | Experience and skills: International / Emerging Markets | Accounting / Financial Reporting | ERM / Risk Management | Chemicals Industry | R&D / Innovation | Government / Regulatory | Mergers & Acquisitions / Capital Markets | | Skills and expertise: Dr. Mink provides valuable guidance to the Board with her extensive background and past experience as an executive in the specialty chemical industry and as a chief executive officer overseeing business and developing growth initiatives. Dr. Mink brings specialty materials experience and technical expertise to the Board. Dr. Mink’s proven leadership and deep understanding of key end markets enhance the Board’s innovation-driven growth strategy. Background: •Innophos Holdings, Inc., a leading international producer of performance-critical and nutritional functional ingredients, with applications in food, health, nutrition and industrial specialties markets ◦2015 - 2020 (sold to a private equity firm): President and Chief Executive Officer ◦2016 - 2020: Director ◦2017 - February 2020: Chair of the Board | | •The Dow Chemical Company ◦2012 - 2015: Business President, Elastomers, Electrical and Telecommunications ◦2009 – 2012: Global General Manager, Performance Materials; President and Chief Executive Officer of ANGUS Chemical Co. (then a subsidiary of Dow) •Rohm and Haas Company, a chemical manufacturing company (acquired by Dow) ◦1988 - 2009: held roles of increasing responsibility for more than 20 years, including corporate vice president and general manager for the Ion Exchange Resins business Other Current Public Company Directorships •Avient Corporation •Air Liquide |

  13. Director nominees

    | | 2024 Proxy Statement | 25 |

  14. Director nominees

    | | James J. O’Brien Retired Chairman of the Board and Chief Executive Officer of Ashland Inc. | | | | Director: Since February 2016 Age: 69 Committees: •Compensation and Management Development (Chair) •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance | | | | | Experience and skills: International / Emerging Markets | Accounting / Financial Reporting | ERM / Risk Management | Chemicals Industry | Manufacturing / Operations Safety | Government / Regulatory | Mergers & Acquisitions / Capital Markets | | Skills and expertise: Mr. O’Brien brings to the Board extensive knowledge of the chemical industry and substantial experience as a former executive of an international public company that allows him to offer management insight and understanding of industry challenges to the Board. Under his leadership, Ashland was transformed to a global specialty chemical company. His significant experience serving on other public company boards provides valuable insight. | | Background: •Ashland Inc., a leading global specialty chemical company ◦2002 - 2014: Chairman of the Board and Chief Executive Officer ◦2001 - 2002: President and Chief Operating Officer; Senior Vice President and Group Operating Officer ◦1976 (joined Ashland) - 2000: served in various positions with increasing responsibility and seniority •Humana Inc., a health insurance company ◦2006 – 2023: Board of Directors member Other Current Public Company Directorships •Albemarle Corporation |

  15. Director nominees

    | | David W. Raisbeck Retired Vice Chairman of Cargill, Incorporated | | | | Director: Since December 2000 Age: 74 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance | | | | | Experience and skills: International / Emerging Markets | ERM / Risk Management | Human Capital / Talent Management | Logistics / Global Supply Chain | Chemicals Industry | Manufacturing / Operations Safety | Mergers & Acquisitions / Capital Markets | | Skills and expertise: Mr. Raisbeck’s depth of experience in the areas of trading and risks related to commodities and raw materials is valuable to our Board and its Finance Committee. Given his professional experience, Mr. Raisbeck has unique capabilities and insight with respect to the managing of risk exposure and execution of financing transactions. His substantial experience serving on the boards of directors of other companies and his varied corporate management experience allows us to leverage his expertise with respect to appropriate oversight and related actions utilized in the Board environment. Background: •Cargill, Incorporated, an agricultural trading and processing company ◦1999 – 2008 (retired): Vice Chairman | | ◦1994 – 2009: Director ◦2005 – 2009: Director of CarVal, a distressed asset management company owned by Cargill, and of Black River Asset Management, a hedge fund owned by Cargill ◦1996 - 1999 Executive Supervisor, Human Resources ◦1995 - 1999: Executive Vice President and President, Trading Sector ◦1993 – 1995: President of Cargill’s Trading Sector ◦1988 – 1993: President of Financial Markets Division ◦1971 (joined) – 1987: held a variety of merchandising and management positions focused primarily in the commodity and financial trading businesses |

  16. Director nominees

    | 26 | 2024 Proxy Statement | |

  17. Board of directors

    Board of directors At the highest level, the Board provides oversight to our growth strategy, which is founded in a model of innovating for a sustainable future. Chaired by Dr. Kim Ann Mink, the Environmental, Safety and Sustainability Committee is a Board Committee of all the independent directors that oversees our sustainability strategy, initiatives, and performance. Eastman’s Chief Sustainability Officer meets regularly with the Environmental, Safety and Sustainability Committee to review sustainability initiatives and progress.

  18. Board of directors

    | 36 | 2024 Proxy Statement | |

  19. 2023 Director Compensation

    2023 Director Compensation

  20. 2023 Director Compensation

    | Cash Retainer | | | Cash fees for 2023 were paid according to the following schedule: | | | Non-Employee Director Annual Retainer | $120,000 | | Lead Director Retainer | $40,000 | | Chair Retainer — Audit Committee | $25,000 | | Chair Retainer — Compensation and Management Development Committee | $20,000 | | Chair Retainer — Nominating and Corporate Governance Committee | $15,000 | | Chair Retainer — Finance Committee | | | Chair Retainer — Environmental, Safety and Sustainability Committee | | | “Event” Fee (Per Event)* | $1,500 | | Restricted Stock Awards | | | Non-Employee Director Annual Award | $110,000 | | Director (one-time award upon initial election to the Board) | $10,000 |

  21. 2023 Director Compensation

    •Event fees are paid in connection with significant time spent outside Board or Committee meetings for director training, interviewing director candidates, meeting with Company management, meeting with external auditors, meeting with investors and management, or other meetings or activities as directed by the Board or one of its Committees.

  22. 2023 Director Compensation

    | | 2024 Proxy Statement | 41 |

  23. 2023 Director Compensation

    Each non-employee director receives an annual award of restricted shares of common stock having a fair market value equal to $110,000 (with the number of restricted shares awarded rounded up in the case of fractional shares) made on the date of the Annual Meeting of Stockholders, which vests if the director is still serving as a director immediately prior to the election of directors at the next annual meeting of stockholders. In addition, upon initial election to the Board, a director receives a one-time award of restricted shares having a fair value equal to $10,000 (with the number of restricted shares awarded rounded up in the case of fractional shares). Such awards are made under the Director Stock Compensation Subplan (the “DSCS”) of the 2021 Omnibus Stock Compensation Plan (the “Omnibus Plan”). The restricted shares are not transferable (except by will or the laws of descent and distribution or as described below) and are subject to forfeiture until the earliest of: (i)the next Annual Meeting of Stockholders in the case of the annual awards or the one-year anniversary of the one-time awards (provided the grantee is still a director); (ii)death, disability, or resignation due to attaining retirement age or another approved reason during the restricted period; or (iii)departure from the Board at the end of the term of service to which elected (in the case of the annual awards) or failure to be re-elected as a director during the one-year term after the grant (in the case of the one-time awards). During the restricted period, the director has all of the rights of a stockholder with respect to the restricted shares (other than the right to transfer the shares), including voting and dividend rights. The DSCS contains provisions regarding the treatment of restricted shares in the event of a “change in control” (as defined in the DSCS, generally circumstances in which the Company is acquired by another entity or its controlling ownership is changed). In such an event, all outstanding restricted shares would immediately vest and become transferable, and would be valued and cashed out on the basis of the change in control price as soon as practicable, but in no event more than 90 days after the change in control. However, the Nominating and Corporate Governance Committee has the discretion to determine that any such immediate vesting of restricted shares under the DSCS should not occur for a change in control event, in which case the restricted shares will not become fully vested when that event occurs.

  24. 2024 Director Compensation

    2024 Director Compensation In late 2023, as a result of its annual review of non-employee director compensation, the Board increased the annual director retainer, the annual Lead Director retainer, and the value of the annual restricted stock award effective January 1, 2024, to more closely align with the competitive peer company data. In 2024, the annual director retainer fee will increase to $125,000, the annual Lead Director retainer fee will increase to $45,000, and the value of the annual restricted stock award will increase to $120,000.

  25. Director Compensation Table

    Director Compensation Table The following table provides information concerning compensation paid to the Company’s non-employee directors for 2023. The only director who is an employee of the Company (Mr. Costa, our CEO) received no additional compensation for his service on the Board.

  26. Director Compensation Table

    | Name | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | | Humberto P. Alfonso Audit Committee Chair | $145,000 | $110,061 | $60,000 | $315,061 | | | Brett D. Begemann Lead Independent Director | $156,667 | $110,061 | $60,000 | $326,728 | | | Eric L. Butler | $123,000 | $110,061 | $60,000 | $293,061 | | | Edward L. Doheny II | $120,000 | $110,061 | $60,000 | $290,061 | | | Linnie M. Haynesworth | $111,729 | $120,073 | $54,365 | $286,167 | | | Julie F. Holder Nominating and Corporate Governance Committee Chair | $146,500 | $110,061 | $60,000 | $316,561 | | | Renée J. Hornbaker Finance Committee Chair | $141,000 | $110,061 | $60,000 | $311,061 | | | Kim A. Mink Environmental, Safety and Sustainability Committee Chair | $131,500 | $110,061 | $60,000 | $301,561 | | | James J. O’Brien Compensation and Management Development Committee Chair | $140,834 | $110,061 | $60,000 | $310,895 | | | David W. Raisbeck | $140,000 | $110,061 | $60,000 | $310,061 | | | Charles K. Stevens III | $120,000 | $110,061 | $60,000 | $290,061 |

  27. Director Compensation Table

    (1)Compensation in this column consists of director retainer fees and, where applicable, Lead Director or Committee Chair retainer fees, as well as event fees paid in 2023 to Mr. Butler ($3,000), Ms. Haynesworth ($3,000), Ms. Holder ($9,000), Ms. Hornbaker ($6,000), and Dr. Mink ($1,500).

  28. Director Compensation Table

    | | 2024 Proxy Statement | 43 |

  29. Director Compensation Table

    (2)Represents the grant date fair value, computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (Stock Compensation). See note 18 to the Company’s consolidated financial statements in the Annual Report to Stockholders for 2023, mailed and delivered electronically with this proxy statement, for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718. Messrs. Alfonso, Begemann, and Doheny and Ms. Hornbaker, and Dr. Mink each elected to receive the annual restricted stock award as deferred phantom stock units pursuant to the DDCP. Ms. Haynesworth held 1,507 restricted shares, and Messrs. Butler, O’Brien, Raisbeck and Stevens and Ms. Holder each held 1,396 restricted shares as of December 31, 2023. Ms. Hornbaker, Dr. Mink and Messrs. Alfonso, Begemann, and Doheny, each held 1,396 unvested phantom stock units received in lieu of the annual restricted stock award. (3)Amount of annual retainer not included in the “Fees Earned or Paid in Cash” column that was automatically deferred into the director’s Eastman phantom stock investment account of the DDCP. The value of non-employee director perquisites and personal benefits that have an incremental cost to the Company (personal liability insurance and Company-provided insurance for non-employee director travel) are not reported for 2023 since the total amount per individual was less than $10,000.

  30. Director Compensation Table

    | 44 | 2024 Proxy Statement | |

  31. Director Compensation Table

    | ITEM 2 Ratification of Appointment of Independent Registered Public Accounting Firm | | | The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024. In making this appointment, the Audit Committee has determined that the retention of PwC continues to be in the best interests of Eastman and its stockholders. PwC has served as the Company’s independent auditor since 1993. The Audit Committee believes PwC’s tenure as the Company’s independent registered public accounting firm has provided the firm with a deep understanding of the Company's business. PwC's tenure and knowledge of the Company's business has served to enhance the audit processes and overall audit quality, which are aided by: •Robust auditor independence controls; •Deep Company and industry knowledge; and •Annual evaluation of independence, performance, and qualifications. The stockholders are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. If the stockholders fail to ratify this appointment, the Audit Committee may, but is not required to, reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. A representative of PwC is expected to attend the Annual Meeting and will have the opportunity to make a statement on behalf of the firm if he desires to do so. The representative is also expected to be available to respond to appropriate questions from stockholders. | | | | The Board of Directors recommends that you vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Eastman’s independent registered public accounting firm for the year ending December 31, 2024. |

  32. Director Compensation Table

    | | 2024 Proxy Statement | 45 |

  33. Table of Contents

    | Elements of our Executive Compensation Program | 59 | | 2023 NEO compensation | 59 | | Base Salary | 62 | | Annual Incentive Pay | 62 | | Long-term incentive compensation | 66 | | Executive perquisites and personal benefits | 70 | | Executive termination and change-in-control agreements | 71 | | Compensation recoupment “clawback” policy | 71 | | Analysis of executive compensation risk | 71 |

  34. 2023 CEO Earned or Accrued Compensation

    | | Salary | | Non-Equity Incentive Award | | Performance Shares | | | Options | | Change in Pension value | | All Other Compensation |

  35. Compensation mix

    * Target cash payment for 2023 corporate and individual performance. ** Grant date fair value of stock options granted in 2023. See Note 1 to the Summary Compensation Table below. *** Grant date accounting valuation of shares of Eastman common stock underlying performance shares awarded for the 2023-2025 performance period. See Note 1 to the Summary Compensation Table below. How Total Compensation Pay Levels Are Determined. For executive officers, targeted total cash compensation and long-term incentive compensation are intended to be competitive with comparable pay levels for similar positions when target levels of corporate, business, and functional organization, and individual performance are achieved. The targeted levels of total compensation take into account information provided by Aon's Human Capital Solutions Practice, a division of Aon plc (“Aon”), as independent compensation consultant, and from publicly available information. For 2023, a significant portion of each executive officer’s total target compensation was variable, as shown above. Depending upon Company, business, functional unit, and individual performance, executive officers could receive more or less than their target amount. As requested by the Compensation Committee, Aon provided benchmarking analyses of the total cash compensation for executives with similar positions at the comparable companies. Aon also advised the Compensation Committee of general market cash compensation practices and trends. In determining each executive officer’s targeted total cash compensation, the Compensation Committee considered this benchmarking data and applied its judgment in considering the competitive market for executive talent, comparative pay levels of other executive officers, relative cash compensation of other jobs in the Company, and differences between the Company’s executive positions and those of the comparator companies, but did not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. For 2023, the Compensation Committee set the targeted cash pay for executives taking into account not only competitive market data, but also factors such as Company, business, and individual performance, scope of responsibilities, critical needs and skill sets, leadership potential, and succession planning.

  36. Peer Group

    Peer Group The Compensation Committee believes that performance should be the primary basis on which compensation decisions are made. In December 2022, the Compensation Committee reviewed its compensation benchmarking peer group with assistance from Aon, and made no changes for 2023. The Compensation Committee used the following criteria in considering the compensation peer group (the “Peer Group”): •size, including revenue, operating income, total assets, market capitalization, and enterprise value; •global manufacturing focus; •similar innovation-driven strategies; •companies with which we compete for executive talent; and •companies with a similar global workforce.

  37. Peer Group

    | | 2024 Proxy Statement | 57 |

  38. Peer Group

    For 2023, the Compensation Committee compared total annual cash compensation opportunity (base salary and target incentive pay opportunity) design, terms, and levels and the design, terms, value, and mix of long-term stock-based incentive pay opportunity levels for the Company’s executive officers with previous year compensation of those of the following companies:

  39. Peer Group

    | •Air Products and Chemicals, Inc. •Ashland Global Holdings Inc. •Ball Corporation •Celanese Corporation •Danaher Corporation •Dover Corporation | •DuPont de Nemours •Eaton Corporation Plc •Ecolab Inc. •FMC Corporation •The Goodyear Tire and Rubber Company •Mosaic Company | •Parker-Hannifin Corporation •PPG Industries Inc. •Sealed Air Corporation •Rockwell Automation, Inc. •The Sherwin-Williams Company •Trane Technologies Plc |

  40. Peer Group

    In October 2023, the Compensation Committee updated the compensation peer group to: (i) add Albemarle Corporation, Axalta Coatings Systems Ltd., Corteva, Inc., International Flavors and Fragrances Inc., and RPM International Inc.; and (ii) remove Danaher Corporation, The Goodyear Tire and Rubber Company, Mosaic Company, and Rockwell Automation, Inc. The Compensation Committee used the updated Peer Group for compensation decisions for 2024.

  41. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has directly engaged Aon as its independent compensation consultant. Aon reports to, and receives its direction from, the Compensation Committee, and a representative of Aon attends each meeting of the Compensation Committee as its advisor. Aon provides the Compensation Committee with third-party survey information used in setting short- and long-term compensation levels, perspective on emerging compensation issues and trends, and expertise in incentive compensation structure, terms, and design. Aon also provides such services to the NCG Committee for its recommendations to the Board regarding non-employee director compensation. Any other services provided by Aon and its affiliates to Eastman are approved by the Compensation Committee. Company management also uses the services of several other outside firms for compensation analysis, third-party surveys, and management pay research and analysis. None of these other firms provide any consulting services to the Compensation Committee or to the NCG Committee. In reviewing Aon’s performance in 2023 and considering its continued engagement for 2024, the Compensation Committee evaluated Aon’s independence from Company management and any conflicts of interest in accordance with applicable New York Stock Exchange listing requirements. The Compensation Committee considered Aon’s provision of other services to the Company, the fees paid by the Company to Aon as a percentage of the firm’s total revenue, Aon’s policies and procedures to prevent conflicts of interest, and the confirmation by Aon that it and its representatives have no business or personal relationships with any member of the Compensation Committee, do not own any stock of the Company, and have no business or personal relationships with any executive officer of the Company. The Compensation Committee concluded that Aon is independent of the Compensation Committee and of Company management and has no conflicts of interest in its performance of services to the Compensation Committee.

  42. Role of the Compensation Consultant

    | 58 | 2024 Proxy Statement | |

  43. Primary components of our executive compensation program

    | | Component | Vesting or Performance Period | How Pay is Determined | Why We Pay Each Component | | | Annual Base Salary | Ongoing | Comparable pay for similar jobs at comparator companies Scope of responsibilities Work experience Comparable pay of other Eastman executives and for other Eastman jobs Individual performance | Recognize job responsibilities and contributions Attract and retain executive talent | | | Annual Incentive Compensation Opportunity | 1 year | Target awards are set as a percent of salary based on competitive data for similar jobs Payouts based on business and individual performance compared to pre-set expectations and targets | Motivate attainment of short-term business objectives and individual performance commitments consistent with long-term strategic plans | | | Long-Term Incentive Compensation Opportunity | 3 years (performance shares and restricted stock units performance period and option vesting period) and 10 years (option exercise period) | Target awards are a targeted dollar value based on competitive data; individual awards based on business and individual performance, contribution, and long-term potential Payouts and appreciation based on long-term capital returns and stock price appreciation | Motivate attainment of long-term corporate performance resulting in stock price appreciation Encourage ownership mindset by aligning interests with stockholders Attract and retain executive talent |

  44. Annual incentive pay

    Annual incentive pay For executives, the annual incentive plan is known as the Unit Performance Plan (“UPP”). Under the UPP, the Compensation Committee sets a cash payout pool target amount at the beginning of each year, with the total available payout ranging from 0% to 200% of the target amount depending on the Company’s financial performance. Although the payout pool calculated is based on actual corporate financial performance against the pre-set target measures, the Compensation Committee reserves discretion to adjust the total payout pool amount to reflect overall corporate performance, business and financial conditions, and other corporate objectives. The Committee did not make any adjustments to the total payout pool for 2023. The total UPP award pool is determined after the end of the performance year as the aggregate of the UPP payouts for each participant if the individual’s organizational and individual performance were at target levels, multiplied by a “performance factor” determined by calculated actual corporate performance compared to the pre-set performance goals, subject to adjustment for overall corporate performance and business and financial conditions.

  45. How the UPP works

    | At the start of the year | • | Throughout the year | • | After year end | | Compensation Committee establishes corporate performance measures and targets and individual executive performance goals | | Compensation Committee tracks corporate and individual performance; considers appropriate adjustments to GAAP corporate performance measures | | Compensation Committee determines corporate performance and any adjustments to calculated payout pool amount; Compensation Committee and management evaluate individual performance, and payout pool funded and individual awards distributed |

  46. Percentage of UPP target executive payouts 2019-2023

    Percentage of UPP target executive payouts 2019-2023

  47. Percentage of UPP target executive payouts 2019-2023

    | 64 | 2024 Proxy Statement | |

  48. Percentage of UPP target executive payouts 2019-2023

    As part of the Compensation Committee payout process, it also reviewed and evaluated the individual performance commitments and achievements for the CEO and other NEOs for 2023. The individual achievements versus commitment could result in UPP payouts above or below the overall payout pool percentage for the NEOs. Below is a summary of the achievements against the individual performance goals, the UPP payout percentage, the target, and actual payouts for each NEO for 2023.

  49. Percentage of UPP target executive payouts 2019-2023

    | NEO | Accomplishments | UPP Payout | | Mark J. Costa | •Provided critical leadership in driving the Company’s initiatives to improve overall safety performance and building a culture with employee safety as a foundation of the Company’s operational strategy, which efforts resulted in significant year-over-year safety performance improvements in 2023. •Maintained the Company's strategic focus on innovation, which resulted in more than $600 million of new multi-year business wins from market development and innovations. •Managed challenges related to weak demand and aggressive customer de-stocking in 2023, and placed a strategic emphasis on cash flow generation, which efforts contributed to the Company delivering operating cash flow of approximately $1.4 billion for 2023. | UPP Payout as Percent of Target: 78% Target Payout: $2,047,500 Actual Payout: $1,597,050 | | William T. McLain, Jr. | •Helped lead organizational efforts across the Finance organization to generate strong operating cash flow of approximately $1.4 billion, which was approximately $400 million higher than 2022. •Provided key leadership in the successful and efficient divestiture of the Company’s Texas City, Texas operations for approximately $490 million, while maintaining operational flexibility. •Demonstrated strong cost management leadership across teams that helped achieve an overall cost savings of approximately $200 million. | UPP Payout as Percent of Target: 86% Target Payout: $800,000 Actual Payout: $686,400 | | Brad A. Lich | •Demonstrated the strength of the Eastman innovation driven growth model by delivering $765 million in earnings in Advanced Materials and Fibers segments while navigating a challenging demand environment in certain end markets in 2023. •Provided essential leadership in delivering margin improvements in key end markets that helped offset demand weakness. •Effectively led inventory management efforts that helped the Company achieve its operating cash flow goal for 2023 | UPP Payout as Percent of Target: 78% Target Payout: $830,000 Actual Payout: $647,400 | | Stephen G. Crawford | •Provided leadership and set expectations for an operations team that delivered significant improvements in safety performance in 2023, with best-ever performance in the personal and process safety metrics. •Despite project-related challenges, led the completion of construction, commissioning and start-up activities for the Company’s new molecular recycling facility in Kingsport, Tennessee. •Led an operations’ team that significantly improved global manufacturing facility reliability. | UPP Payout as Percent of Target: 78% Target Payout: $578,000 Actual Payout: $450,840 | | B. Travis Smith | •Led an Additives & Functional Products (“AFP”) segment team that continued to progress top growth programs in milestone realization and customer engagement despite the difficult external environment. •Delivered on full year cost management commitments and led AFP segment team that delivered significant contributions to cash in 2023, exceeding internal targets, through aggressive inventory reductions. •Provided essential leadership to drive disciplined price management to help offset weak demand and deliver on cost reduction commitments. | UPP Payout as Percent of Target: 78% Target Payout: $527,000 Actual Payout: $411,060 |

  50. Percentage of UPP target executive payouts 2019-2023

    | | 2024 Proxy Statement | 65 |

  51. 2024 Unit Performance Plan

    2024 Unit Performance Plan In early 2024, the Compensation Committee evaluated the alignment of the current design of our UPP short-term incentive pay program. Following this evaluation, the Compensation Committee approved our annual cash incentive pay structure so that 2024 corporate performance and the corresponding payout pool will be measured by adjusted EBIT (40%), OCF (40%) and strategic measures (20%) comprised of new business generation, safety, and inclusion goals.

  52. Long-term incentive compensation

    Long-term incentive compensation The Committee utilizes equity-based compensation as a key component of the Company’s overall executive compensation program to link executive pay to the Company’s long-term performance and align their interests with those of other stockholders. Important elements of the executive equity-based compensation program include:

  53. Long-term incentive compensation

    | Stock Options | Granted under the Company’s Omnibus Plan, stock options create a direct link between compensation of key Company managers and long-term performance of the Company through appreciation of stock price. | | Performance Shares | Awarded under the Omnibus Plan to provide an incentive for key managers to earn stock awards by meeting specified multi-year business or individual performance goals. | | Other Stock-Based Incentive Pay | Under the Omnibus Plan, the Compensation Committee may also award additional stock-based compensation (with or without restrictions), including restricted stock units, performance units, stock appreciation rights, and additional stock options with performance-based or other conditions to vesting. | | Stock Ownership Expectations | Established for executive officers to encourage long-term stock ownership and the holding of shares awarded under the Omnibus Plan or acquired upon exercise of options. Over a five-year period, executive officers are expected to accumulate stock with a value of two and one-half times their annual base salary (five times base salary for the Chief Executive Officer) in Company stock and stock equivalents. See “Information about Stock Ownership.” All executive officers have met or are on schedule to meet their ownership expectations. |

  54. Long-term incentive compensation

    Under the Company’s long-term incentive compensation program, executive officers receive stock option grants and performance share awards to directly link future compensation to stockholder and capital returns and as a retention incentive. For 2023, the Compensation Committee approved a long-term incentive compensation program under which the payouts are 100% at-risk. For 2023, the program is comprised of 75% performance shares and 25% stock options. How Stock-Based Incentive Pay Levels Are Determined. The Compensation Committee establishes the annual value and mix of total stock-based incentive pay opportunities by considering recommendations based on long-term compensation survey data for the comparator companies listed under “Review of 2023 Executive Compensation.” As requested by the Compensation Committee, Aon, the Committee's independent compensation consultant, provides benchmarking analysis of total target compensation and long-term stock-based compensation information, and also advises the Compensation Committee of general market stock-based incentive compensation practices and trends. The Compensation Committee also regularly reviews with Aon the potential realizable value of each NEO’s outstanding unvested, unexercised, and unrealized stock-based awards compared to similar pay of executives at the comparable companies in determining stock-based incentive pay opportunity levels. For 2023, stock options and performance shares were awarded at a target opportunity level intended to align total stock-based compensation with the mid-range of comparable stock-based compensation of the Peer Group. The grant date values of these awards that are reported in the “Summary Compensation Table” and “2023 Grants of Plan-Based Awards” table are accounting valuations that are calculated as of the effective grant date. Actual payouts for performance shares are determined by actual performance at the end of the three-year performance period.

  55. Long-term incentive compensation

    | 66 | 2024 Proxy Statement | |

  56. Long-term incentive compensation

    Stock Options. In February 2023, the Compensation Committee approved stock options for each of the NEOs comprising approximately 25% of the value of their respective long-term incentive compensation awards. The Compensation Committee grants time-vested stock options with an exercise price equal to the market price of the underlying stock on the grant date. In determining the size and terms of option awards, the Compensation Committee used the services of Aon to derive values of options using a variation of the Black-Scholes option-pricing model. In addition, Aon advises the Compensation Committee on the design of retention features of option grants. The computation of the value of option awards is determined based on FASB ASC Topic 718 and reported in the “2023 Grants of Plan-Based Awards” table below. Long-Term Performance Shares. In February 2023, the Compensation Committee approved the grant of performance shares for each of the NEOs, which comprised approximately 75% of the value of their respective long-term incentive compensation awards. Performance shares are paid out in the form of Eastman common stock based on the Company’s multi-year performance on the following two measures: •a return on capital target established at the beginning of the three-year performance period; and •the Company’s TSR (change in stock price plus dividends declared during the performance period, assuming reinvestment of dividends) relative to a peer group of industrial companies as measured over a three-year period. If earned, awards are paid after the end of the performance period in unrestricted shares of Eastman common stock. Consistent with recent and ongoing changes to the Company’s business, products, and strategy for growth, the Compensation Committee designed the 2023 performance shares with greater weight on relative TSR and less weight on return on capital. With respect to the TSR metric, the comparison companies for the 2023 - 2025 performance share awards include the group of companies within the S&P 500 “Materials Sector” that are classified by Standard & Poor’s as chemical companies, excluding the Chemours Company and Rayonier Advanced Materials and including Celanese Corporation, Westlake Chemical Corporation, and Huntsman Corporation (the “Comparison Companies”). The S&P “Materials Sector” index is an index of industrial companies selected from the S&P “Super Composite 1500” Index. In addition to the return on capital and relative TSR metrics for the 2023 - 2025 performance share awards, the Compensation Committee approved a performance modifier (“Modifier”) based on the attainment of certain ESG and I&D Goals. The Compensation Committee will determine the achievement of the ESG and I&D Goals, the relative weighting of the goals, and the resulting performance modifier.

  57. Long-term incentive compensation

    | | 2024 Proxy Statement | 67 |

  58. Long-term compensation targets

    Long-term compensation targets For the 2023 - 2025 performance period, the Compensation Committee approved a target for return on capital of 8.76%, which was driven by the same factors that impacted the Company’s EBIT, as described above. The return on capital target is established considering corporate and strategic business plans and expectations for the performance period. Performance relative to the TSR target is determined by the Company’s quintile placement relative to the peer group of industrial companies at the end of the three-year performance period. The Modifier impacts the performance outcomes for the Company’s performance shares based on improvements in certain diversity metrics and in reduction of GHG over the 2023 – 2025 performance period, and is assessed by the following 4 measures:

  59. Long-term compensation targets

    | ESG Goals | Target | | Climate Change — Decrease Actual GHG Emissions | Reduce by 17.1% to 25.2% or better from 2017 baseline target | | Circularity — Millions of Pounds of Waste Plastic Recycled | 215 — 250 million pounds or better in the aggregate by 2025 | | I&D Goals | | | U.S. Diversity Representation Total Professional (Business and Technical & Leadership) Population Goals | 21% — 25% or better (People of Color) | | Gender Representation Total Professional (Business and Technical & Leadership) Population | 41% — 42% or better (Female) | | The Compensation Committee will use its judgement in determining the Modifier to be applied to the 2023-2025 Performance Share Award, using the following guidelines: •Target or better performance in all 4 measures = +10% •Target or better performance in 3 of the 4 measures = +7.5% •Target or better performance in 2 of the 4 measures = +5% •Target or better performance in 1 of the 4 measures = +2.5% •If all measures are below targeted performance, then the award will be reduced by (-5.0%). | |

  60. 2023-2025 performance share awards

    2023-2025 performance share awards The targeted number of 2023 - 2025 performance shares awarded to our NEOs is provided below in the “2023 Grants of Plan-Based Awards” table. The actual payout for each performance share award will be determined following the end of the three-year performance period based on the following matrix used to establish an award multiplier for the performance share target awards:

  61. 2023-2025 performance share awards

    | Eastman TSR Relative to Comparison Companies | | Weighted Return on Capital | | | | | | | ≥ 7.26 to 8.00% | 8.01 to 8.75% | 8.76 to 9.50% | 9.51 to 10.25% | 10.26 to 11.50% | > 11.01% | | 0-19% (5th quintile) | — | — | — | 0.20 | 0.30 | 0.40 | | 20-39% (4th quintile) | — | 0.20 | 0.40 | 0.60 | 0.80 | 0.90 | | 40-49% (3rd quintile) | 0.40 | 0.60 | 0.80 | 1.00 | 1.20 | 1.40 | | 50-59% (3rd quintile) | 0.60 | 0.80 | 1.00 | 1.30 | 1.50 | 1.70 | | 60-79% (2nd quintile) | 1.00 | 1.20 | 1.40 | 1.70 | 1.90 | 2.10 | | 80-99% (1st quintile) | 1.00 | 1.80 | 2.00 | 2.30 | 2.40 | 2.50 |

  62. 2023-2025 performance share awards

    Return on capital performance is determined based on the arithmetic average for each of the years during the performance period of our average return on capital. •“Return on capital” is our earnings from continuing operations, adjusted to exclude the same non-core or unusual items as are excluded from earnings in the Company’s non-GAAP financial measures, divided by the average capital employed, each as defined in the form of the 2023 - 2025 performance share award filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The resulting ratio is multiplied by 100 in order to convert it to a percentage.

  63. 2023-2025 performance share awards

    | 68 | 2024 Proxy Statement | |

  64. 2023-2025 performance share awards

    •TSR performance is determined based on our TSR during the performance period relative to the TSRs of the Comparison Companies during the performance period. Performance share TSR means total stockholder return as reflected by the sum of (i) change in stock price; plus (ii) dividends declared, assuming reinvestment of dividends, and expressed as a percentage return on a stockholder’s hypothetical investment. The change in stock price is measured as the difference between: (a) the average of the closing prices of a company’s common stock in the period beginning on the tenth trading day preceding the beginning of the performance period and ending on the tenth trading day of the performance period; and (b) the average of such closing prices for such stock in the period beginning on the tenth trading day preceding the end of the performance period and ending on the tenth trading day following the end of the performance period. Although the actual payout of the performance share awards in 2023 will not be determinable until after the end of the performance period in 2025, a grant date fair value of such awards (which is an accounting valuation that is calculated as of the award date) is reported in the 2023 “Stock Awards” column of the “Summary Compensation Table.” The range of possible share payouts is reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the “2023 Grants of Plan-Based Awards” table. These awards have challenging long-term targets for returns on capital. Actual possible payouts are aligned with our pay-for-performance philosophy. As required under GAAP, the accounting methodology for the valuation of performance shares in the compensation tables uses predictive financial models of Company performance, and results in a valuation that may be substantially different than the actual payouts.

  65. 2021-2023 Performance share payouts

    2021-2023 Performance share payouts In early 2024, the Compensation Committee reviewed performance results and approved a payout of shares to the executive officers under performance shares previously awarded for the 2021 - 2023 performance period. The payouts to the NEOs under the 2021 - 2023 performance shares are reported in the “Stock Awards” column of the “2023 Option Exercises and Stock Vested” table below. The following tables show the targets and the payout matrix for the 2021 - 2023 performance shares:

  66. 2021-2023 Performance share payouts

    | Performance Years | Target Return on Capital | Total Stockholder Return (“TSR”) Target Quintile | | 2021, 2022, and 2023 | 8.51% | 3rd Quintile 50 — 59% |

  67. 2021-2023 Performance share payouts

    | | Weighted Return on Capital | | | | | | | Eastman TSR Relative to Comparison Companies | ≥ 6.51 to 7.50% | 7.51 to 8.50% | 8.51 to 9.50% | 9.51 to 10.50% | 10.51 to 11.50% | > 11.51% | | 0-19% (5th quintile) | 0.00 | 0.00 | 0.00 | 0.20 | 0.30 | 0.40 | | 20-39% (4th quintile) | 0.00 | 0.20 | 0.40 | 0.60 | 0.80 | 0.90 | | 40-49% (3rd quintile) | 0.40 | 0.60 | 0.80 | 1.00 | 1.20 | 1.40 | | 50-59% (3rd quintile) | 0.60 | 0.80 | 1.00 | 1.30 | 1.50 | 1.70 | | 60-79% (2nd quintile) | 1.00 | 1.20 | 1.40 | 1.70 | 1.90 | 2.10 | | 80-99% (1st quintile) | 1.00 | 1.80 | 2.00 | 2.30 | 2.40 | 2.50 |

  68. 2021-2023 Performance share payouts

    For the 2021 - 2023 performance share awards, the Committee approved payouts for the NEOs at 80% of target award levels (of a possible 250% of the target award) based on the Company’s three year (2021 - 2023) total stockholder ranking in the 4th quintile (20-39%) of Comparison Companies and the Company attaining an average return of 10.53% (compared to a target return goal of 8.51%). Measurement of return on capital under the performance shares was based on non-GAAP earnings excluding the same items as excluded in the non-GAAP financial measures disclosed by the Company for 2021, 2022 and 2023 (net (gain)/loss on divested businesses and transaction costs, mark-to-market pension and other post-retirement benefit plans net (gain)/loss, asset impairments and restructuring charges and related accelerated depreciation costs, early debt extinguishment costs, environmental and other costs, adjustments to contingent considerations, net steam line incident (insurance proceeds) costs, and adjustments from tax law changes). These adjustments increased the calculated earnings from continuing operations by $356 million in 2021 and $191 million in 2022 and decreased the calculated earnings from continuing operations by $(131) million in 2023, for the calculated payout multiple from 40% to 80%, aligning the payout with performance compared to the long-term forecast measure on which the target performance was based. See Annex A of this proxy statement for reconciliation of financial measures under accounting principles generally accepted in the United States (“GAAP”) to non-GAAP financial measures, description of excluded items, and related information. The Compensation Committee’s exclusion of non-core and unusual items from its measure of return on capital for purposes of determining three-year performance share payouts is intended to motivate and reward accomplishment of strategic decisions and actions in execution of the strategy for long-term growth.

  69. 2021-2023 Performance share payouts

    | | 2024 Proxy Statement | 69 |

  70. 2021-2023 Performance share payouts

    The performance share values in the pay tables reflect the robust performance expectations underlying the targeted performance. Over the last three performance cycles the actual performance share payouts have been:

  71. 2021-2023 Performance share payouts

    | Performance Share Award Cycle | 2019-2021 | 2020-2022 | 2021-2023 | Average Payout | | Year of Payout | 2022 | 2023 | 2024 | | | Payout Percentage of Target | 100% | 100% | 80% | 93% |

  72. 2021-2023 Performance share payouts

    Other Compensation and Benefits. The Company’s executive officers also participate in benefits plans generally available to all other employees, including nonqualified supplemental retirement plans for U.S. employees with pay above Internal Revenue Code limits, and in a deferred compensation plan for management-level employees. These benefits are intended to keep us competitive in attracting and retaining executive and other management-level employees. See “Pension Benefits” and “2023 Nonqualified Deferred Compensation” in the “Compensation Tables” section below. We have also entered into limited change-in-control severance agreements with certain of our executive officers and provide a modest program of executive perquisites and personal benefits, which serve the specific purposes described in this CD&A and under “Compensation Tables — Summary Compensation Table,” “Executive perquisites and personal benefits,” and “Executive termination and change-in-control agreements” below.

  73. Executive termination and change-in-control agreements

    Executive termination and change-in-control agreements The Company recognizes that the occurrence, or potential occurrence, of a change-in-control transaction can create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. Accordingly, the Company believes that severance protections in the context of a change-in-control transaction can play a valuable role in attracting and retaining key executive officers. In order to encourage our executive officers to remain focused on maximizing stockholder value when their prospects for continued employment following a transaction are often uncertain, we provide certain of our executive officers with severance benefits if their employment is terminated by the Company without “cause” or by the executive for “good reason” in connection with a change-in-control. Detailed information regarding these agreements and the benefits they provide is included in the “Termination and Change-in-Control Arrangements” section of this proxy statement. The Compensation Committee evaluates the level of severance benefits payable to each executive officer, and considers these severance protections an important part of executives’ compensation and consistent with practices of peer companies. Consistent with recommendations from Aon and current market and peer company practices, the Compensation Committee has approved and the Company has entered into change-in-control severance agreements with the NEOs and certain other executive officers that provide for payments of no more than three-times base salary plus target annual variable cash pay opportunity for the Chief Executive Officer and two-times base salary plus target annual variable cash pay opportunity for other executive officers and which do not provide for any tax “gross up” payments to executives.

  74. Analysis of executive compensation risk

    Analysis of executive compensation risk The balance of short-term and long-term compensation as tools to drive individual behaviors and risk management is carefully considered in the design and administration of the Company’s overall employee compensation programs. While a significant portion of our executive compensation is performance-based, we do not believe that our philosophy or objectives encourage excessive risk-taking. The Compensation Committee has focused our management compensation program on aligning compensation with the long-term interests of Eastman and its stockholders, and has designed the elements of our executive compensation program to discourage management decisions that could pose inappropriate long-term risks to the Company and its stockholders. •The compensation of our executive officers is not overly-weighted toward short-term incentives. For instance, our CEO’s and the other NEOs’ target annual cash compensation opportunities for 2023, as a percentage of total annual target compensation, ranged from 20% for the CEO to an average of 31% for all other NEOs. Annual cash incentive pay awards are capped at 200% of an executive’s target award opportunity to protect against disproportionately large short-term incentives, and the Compensation Committee has broad discretion in determining the amount of the variable cash payout to each executive based upon individual performance and other factors, including whether an executive has caused Eastman to take excessive risk.

  75. Analysis of executive compensation risk

    •Our stock ownership expectations are for the CEO to hold Eastman stock and stock-equivalents having a value of at least five times base annual pay and for the other executive officers to hold Eastman stock and stock-equivalents having a value of at least two-and-one-half times their respective base annual pay. We also prohibit our executive officers from entering into arrangements designed to hedge their exposure to changes in the market price of Eastman stock or from pledging Eastman stock as security or collateral for loans or in margin brokerage accounts. See “Information about Stock Ownership — Stock Ownership of Directors and Executive Officers — Director and Executive Stock Ownership Expectations; No Hedging or Pledging of Company Stock.” These policies ensure that each executive will have a significant amount of personal wealth tied to the long-term performance of Eastman stock and that their interests will remain aligned with those of our stockholders. •The largest portion of total target executive pay is long-term, stock-based incentive compensation that vests, if earned, over a period of years. The stock payout opportunity combined with a multi-year vesting period encourages our executives to focus on maximizing Eastman’s long-term performance. These awards are made annually, so executives will continue to have unvested awards that will provide value only if our business continues to be appropriately managed and performing over the long term. •A significant portion of executives’ long-term incentive compensation opportunities consist of performance share awards. Performance share award payouts are tied to how Eastman performs on certain metrics identified by the Compensation Committee as appropriately driving long-term stockholder value over a three-year period. This approach focuses management on sustaining the Company’s long-term performance. These awards also have overlapping performance periods, thereby discouraging excessive risk-taking in the near-term because such behavior could jeopardize the potential long-term payouts under other awards. To further ensure that there is not an incentive for excessive risk-taking, the payout of these awards has been capped at 250% of target for each of the three-year performance periods. •The variety of corporate and individual performance metrics evaluated by the Compensation Committee to determine various forms of long-term and short-term incentive pay (including EBIT, cash flow, OCF, return on capital, employee safety, and TSR relative to peer companies) is designed to minimize the risk that executives will focus excessive attention on a single area of performance or performance measure. •Company policies and the plan under which our long-term stock-based incentive compensation awards are made require repayment of certain variable and incentive compensation amounts in the event of an accounting restatement due to material noncompliance by the Company with financial reporting requirements. See “Compensation Recoupment ‘Clawback’ Policy” above. We believe that this combination of factors and features encourages our executives to manage our businesses and execute our strategy for growth in a prudent manner. In 2023, Aon, the Compensation Committee’s independent compensation consultant, conducted a risk assessment of our compensation policies, programs, and practices, including executive compensation and broad-based compensation programs for all employees. Based on the results of Aon’s assessment, the Compensation Committee concluded that the Company’s compensation programs and practices are well aligned with corporate strategy, contain appropriate risk balancing and mitigation features, and are not structured in a way that should incent risk-taking that is reasonably likely to have a material adverse effect on the Company.

  76. Summary Compensation Table

    Summary Compensation Table

  77. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards1,2 | Option Awards1 | Non-Equity Incentive Plan Compensation3 | Change in Pension Value And Nonqualified Deferred Compensation Earnings4 | All Other Compensation5 | Total | | Mark J. Costa CEO | 2023 | $1,360,810 | $0 | $11,208,310 | $2,472,937 | $1,597,050 | $543,510 | $415,273 | $17,597,890 | | | 2022 | 1,331,575 | 0 | 11,996,462 | 2,825,667 | 0 | 305,653 | 608,774 | 17,068,131 | | | 2021 | 1,319,904 | 0 | 9,781,398 | 2,601,291 | 3,458,250 | 172,210 | 465,808 | 17,798,861 | | William T. McLain, Jr. EVP and CFO | 2023 | 795,266 | 0 | 2,773,258 | 611,874 | 686,400 | 250,610 | 88,267 | 5,205,675 | | | 2022 | 766,118 | 0 | 2,844,533 | 670,003 | 0 | 233,768 | 121,925 | 4,636,347 | | | 2021 | 715,370 | 0 | 2,053,574 | 546,142 | 1,278,900 | 519,732 | 77,488 | 5,191,206 | | Brad A. Lich EVP and CCO | 2023 | 827,160 | 0 | 3,293,234 | 726,595 | 647,400 | 294,210 | 63,256 | 5,851,855 | | | 2022 | 800,655 | 0 | 2,844,533 | 670,003 | 0 | 56,417 | 126,585 | 4,498,193 | | | 2021 | 765,322 | 0 | 4,486,011 | 661,119 | 1,271,000 | 60,547 | 99,138 | 7,343,137 | | Stephen G. Crawford EVP - Mfg. and Chief Sustainability Officer | 2023 | 677,756 | 0 | 2,542,144 | 560,885 | 450,840 | 412,118 | 51,335 | 4,695,078 | | | 2022 | 652,162 | 0 | 2,473,688 | 582,621 | 0 | 351,690 | 102,161 | 4,162,322 | | | 2021 | 613,398 | 0 | 1,837,447 | 488,653 | 1,001,300 | 78,338 | 66,675 | 4,085,811 | | B. Travis Smith SVP - Additives & Functional Products | 2023 | 615,689 | 0 | 1,848,839 | 407,916 | 411,060 | 171,295 | 44,353 | 3,499,152 |

  78. Summary Compensation Table

    (1)Grant date fair value of awards of performance shares (reported in the “Stock Awards” column) and options (reported in the “Option Awards” column) made in the year indicated, computed in accordance with FASB ASC Topic 718. The grant date fair values of performance share awards uses predictive financial models of the Company's relative stock price and financial performance, including assumptions of potential of achievement of relative TSR and return on capital targets underlying the awards, calculated in accordance with FASB ASC Topic 718 based on a multi-factor Monte Carlo simulation. See note 18 to the Company’s consolidated financial statements in the Annual Report to Stockholders for 2023 mailed and delivered electronically with this proxy statement for a description of the assumptions made in the valuation of 2023 stock awards under FASB ASC Topic 718. For more information about stock and option awards, see “2023 Grants of Plan-Based Awards” and “2023 Option Exercises and Stock Vested” tables. (2)Value of contingent stock awards (“performance shares” and “restricted stock units”) with future payment subject to satisfaction of continued employment for specified time periods and the achievement of specified performance-based conditions. Performance share awards were made for performance periods beginning January 1, 2021 and ending December 31, 2023, beginning January 1, 2022 and ending December 31, 2024, and beginning January 1, 2023 and ending December 31, 2025, respectively. The potential maximum grant date value of the performance share awards assuming the highest level of performance, computed in accordance with FASB ASC Topic 718, were: Mr. Costa (2021 — $12,727,966, 2022 — $13,879,095, 2023 — $13,120,888); Mr. McLain (2021 — $2,672,196, 2022 — $3,290,919, 2023 — $3,246,482); Mr. Lich (2021 — $3,234,856, 2022 — $3,290,919, 2023 — $3,855,231); Mr. Crawford ( 2021 — $2,390,964, 2022 — $2,861,794, 2023 — $2,975,861 ); and Mr. Smith (2023 — $2,164,321 ). (3)Cash payments made in the following year for performance in the year indicated under the UPP. As described in the “Compensation Discussion and Analysis” preceding these tables and in the “2023 Grants of Plan-Based Awards” table below, the UPP is the Company’s annual incentive pay program under which a portion of the total annual compensation of executive officers and other management-level employees is dependent upon corporate, organizational, and individual performance.

  79. Summary Compensation Table

    | | 2024 Proxy Statement | 73 |

  80. Summary Compensation Table

    (4)“Change in Pension Value” is the aggregate change in actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial retirement plans, which are the Company’s tax-qualified defined benefit pension plan (the Eastman Retirement Assistance Plan, or “ERAP”) and unfunded, nonqualified retirement plans supplemental to the ERAP that provide benefits in excess of those allowed under the ERAP (the Eastman Unfunded Retirement Income Plan, or “URIP”, and the Eastman Excess Retirement Income Plan, or “ERIP”). These changes in present value are not directly related to final payout potential, and can vary significantly year-over-year based on (i) promotions and corresponding changes in salary; (ii) other one-time adjustments to salary or other reasons; (iii) actual age versus predicted age at retirement; (iv) the interest (or “discount”) rate used to determine present value of benefit; and (v) other relevant factors. A decrease in the discount rate results in an increase in the present value of the accumulated benefit without any increase in the benefits payable to the NEOs at retirement and an increase in the discount rate has the opposite effect. The aggregate increase in actuarial value of the pension plans is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the Company’s financial statements for 2023, 2022, and 2021. The actuarial present value calculations are based on prescribed Internal Revenue Service (“IRS”) mortality tables and assume individual compensation and service through December 31, 2023, December 31, 2022, and December 31, 2021, respectively, with benefit commencement at the normal retirement age of 65. Benefits were discounted using a 5.22% discount rate for the ERAP and 5.21% for the ERIP/URIP for the 2023 calculation, a 5.58% discount rate for both the ERAP and the ERIP/URIP for the 2022 calculation, and a 2.91% discount rate for the ERAP and a 2.87% discount rate for the ERIP/URIP for the 2021 calculation. See the “Pension Benefits” table for additional information about the NEOs' participation in and benefits under the pension plans. “Nonqualified Deferred Compensation Earnings” refers to above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified, including such earnings on amounts in nonqualified defined contribution plans. The Company maintains the EDCP, an unfunded, nonqualified deferred compensation plan into which executive officers can defer compensation until retirement or termination from the Company. For 2023, 2022, and 2021, there were no preferential or above-market earnings on amounts in individual EDCP accounts (defined as appreciation in value and dividend equivalents earned at a rate higher than appreciation in value and dividends on common stock and interest on amounts deferred at a rate exceeding 120% of the federal long-term rate). See the “2023 Nonqualified Deferred Compensation” table for additional information about the NEOs’ EDCP accounts. (5)The items of “All Other Compensation” reported for the NEOs for 2023 are identified and quantified below: •Annual Company contributions to defined contribution plans. The amounts reported for 2023 are the total annual Company contributions to the accounts of Messrs. Costa ($67,711), McLain ($39,664), Lich ($41,164), Crawford ($33,731), and Smith ($30,731) in the Eastman Investment Plan, a 401(k) retirement plan, and in the EDCP. Contributions to the Eastman Investment Plan equaled $16,500 for each NEO, with the remaining Company contributions to their respective EDCP accounts. See the “2023 Nonqualified Deferred Compensation” table for additional information about Company contributions into the NEOs’ EDCP accounts. Annual Company contributions were based upon actual compensation paid during the calendar year. •Perquisites and other personal benefits. The amounts reported for 2023 are the aggregate values, based on the incremental cost to the Company, of perquisites and personal benefits to the NEOs (described in “Compensation Discussion and Analysis — Executive Perquisites and Personal Benefits”) as quantified in the following table:

  81. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  82. 2023 Grants of Plan-Based Awards

    | Name | Approval Date(1) | Grant Date(2) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Share)(6) | Grant Date Fair Value of Stock and Option Awards(7) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | M. J. Costa | | 1/1/2023 | 511,875 | 2,047,500 | 4,095,000 | | | | | | | | | 2/13/2023 | 1/1/2023 | | | | 19,258 | 89,868 | 222,532 | | | $11,208,310 | | | 2/13/2023 | 2/24/2023 | | | | | | | 114,118 | $83.84 | 2,472,937 | | W.T. McLain, Jr. | | 1/1/2023 | 200,000 | 800,000 | 1,600,000 | | | | | | | | | 2/13/2023 | 1/1/2023 | | | | 4,764 | 22,236 | 55,061 | | | 2,773,258 | | | 2/13/2023 | 2/24/2023 | | | | | | | 28,236 | 83.84 | 611,874 | | B. A. Lich | | 1/1/2023 | 207,500 | 830,000 | 1,660,000 | | | | | | | | | 2/13/2023 | 1/1/2023 | | | | 5,659 | 26,405 | 65,385 | | | 3,293,234 | | | 2/13/2023 | 2/24/2023 | | | | | | | 33,530 | 83.84 | 726,595 | | S. G. Crawford | | 1/1/2023 | 144,500 | 578,000 | 1,156,000 | | | | | | | | | 2/13/2023 | 1/1/2023 | | | | 4,367 | 20,383 | 50,471 | | | 2,542,144 | | | 2/13/2023 | 2/24/2023 | | | | | | | 25,883 | 83.84 | 560,885 | | B.T. Smith | | 1/1/2023 | 131,750 | 527,000 | 1,054,000 | | | | | | | | | 2/13/2023 | 1/1/2023 | | | | 3,177 | 14,824 | 36,707 | | | 1,848,839 | | | 2/13/2023 | 2/24/2023 | | | | | | | 18,824 | 83.84 | 407,916 |

  83. 2023 Grants of Plan-Based Awards

    (1)The Compensation Committee made stock option grants and performance share awards for the 2023 - 2025 performance period in February 2023. (2)Performance share awards for 2023 - 2025 were effective as of the beginning of the performance period on January 1, 2023. The UPP award opportunities relate to 2023 performance. (3)Estimated possible payouts for 2023 under the UPP are as follows: the “Threshold” column reflects the 25% payout level if performance is at minimum of 40% of target levels. The “Target” column reflects the 100% payout level if performance is at 100% of target levels. The “Maximum” column reflects the 200% payout level if performance is at or above 115% of target levels for specified above-goal performance. Based on the Company’s performance against pre-established financial measures for 2023, the Compensation Committee approved a cash payout pool of 78% for the 2023 UPP. See “Compensation Discussion and Analysis” for a description of the UPP. (4)Estimated future share payouts at threshold, target, and maximum levels for performance shares for the 2023 - 2025 performance period, assuming performance conditions are satisfied. See also “Compensation Discussion and Analysis” for a description of how performance share payouts are determined, “Outstanding Equity Awards at 2023 Year-End” table, and “Termination and Change-in-Control Arrangements.” (5)Nonqualified stock options granted during 2023. Options granted in 2023 have an exercise price equal to the closing price on the New York Stock Exchange of the underlying common stock on the date of grant. The stock options vest and become exercisable in one-third increments on each of the first three anniversaries of the grant date, with acceleration of vesting if, following a “change in control”, (i) the grantee’s employment is terminated other than due to death, disability, cause, resignation, or retirement or (ii) the award cannot be continued or replaced with an award for another public company stock because Eastman common stock (or the stock of the successor company) ceases to be publicly traded in a national securities market. For more information about these “change in control” provisions, see “Omnibus Stock Compensation Plans” under “Termination and Change-in-Control Arrangements.” Stock options generally expire ten years from the date of grant. Upon termination by reason of death, disability, or retirement, the stock options remain exercisable for the lesser of five years following the date of termination or the expiration date. If an employee resigns, the stock options remain exercisable for the lesser of 90 days or the expiration date. Stock options not previously exercised are canceled and forfeited upon termination for cause. See “Summary Compensation Table,” “Outstanding Equity Awards at 2023 Year-End” and “2023 Option Exercises and Stock Vested” tables, and “Termination and Change-in-Control Arrangements.” (6)Per-share exercise prices of the stock options granted in 2023. The exercise price is the closing price of common stock on the New York Stock Exchange on the grant date. (7)Grant date fair value of each stock-based award was computed in accordance with FASB ASC Topic 718.

  84. 2023 Grants of Plan-Based Awards

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  85. 2023 Grants of Plan-Based Awards

    The following table provides information regarding outstanding option grants and stock awards as of December 31, 2023, held by individuals named in the “Summary Compensation Table.”

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | M. J. Costa | 57,580 | | | $87.43 | 2/27/2024 | | | | | | | 102,390 | | | 74.46 | 2/26/2025 | | | | | | | 161,493 | | | 65.16 | 2/25/2026 | | | | | | | 167,959 | | | 80.25 | 2/27/2027 | | | | | | | 185,310 | | | 104.21 | 2/25/2028 | | | | | | | 201,343 | | | 82.69 | 2/27/2029 | | | | | | | 185,759 | | | 61.51 | 2/27/2030 | | | | | | | 87,541 | 43,771(4) | | 109.26 | 2/25/2031 | | | | | | | 33,555 | 67,110(5) | | 120.80 | 2/24/2032 | | | | | | | - | 114,118(6) | | 83.84 | 2/23/2033 | | | | | | | | | | | | | | 127,007 | $11,407,769 | | W. T. McLain, Jr. | 1,963 | | | 74.46 | 2/26/2025 | | | | | | | 3,013 | | | 65.16 | 2/25/2026 | | | | | | | 3,618 | | | 80.25 | 2/27/2027 | | | | | | | 11,850 | | | 80.25 | 2/27/2027 | | | | | | | 5,167 | | | 104.21 | 2/25/2028 | | | | | | | 5,513 | | | 82.69 | 2/27/2029 | | | | | | | 29,025 | | | 61.51 | 2/27/2030 | | | | | | | 18,379 | 9,190(4) | | 109.26 | 2/25/2031 | | | | | | | 7,956 | 15,913(5) | | 120.80 | 2/24/2032 | | | | | | | - | 28,236(6) | | 83.84 | 2/23/2033 | | | | | | | | | | | | | | 31,042 | 2,788,192 | | B.A. Lich | 9,423 | | | 87.43 | 2/27/2024 | | | | | | | 23,038 | | | 74.46 | 2/26/2025 | | | | | | | 36,377 | | | 65.16 | 2/25/2026 | | | | | | | 38,760 | | | 80.25 | 2/27/2027 | | | | | | | 44,924 | | | 104.21 | 2/25/2028 | | | | | | | 50,336 | | | 82.69 | 2/27/2029 | | | | | | | 46,440 | | | 61.51 | 2/27/2030 | | | | | | | 22,248 | 11,125(4) | | 109.26 | 2/25/2031 | 11,922(7) | 1,070,834 | | | | | 7,956 | 15,913(5) | | 120.80 | 2/24/2032 | | | | | | | - | 33,530(6) | | 83.84 | 2/23/2033 | | | 35,211 | 3,162,652 | | S. G. Crawford | 10,504 | | | 74.46 | 2/26/2025 | | | | | | | 9,695 | | | 65.16 | 2/25/2026 | | | | | | | 18,304 | | | 80.25 | 2/27/2027 | | | | | | | 22,462 | | | 104.21 | 2/25/2028 | | | | | | | 28,764 | | | 82.69 | 2/27/2029 | | | | | | | 28,058 | | | 61.51 | 2/27/2030 | | | | | | | 16,444 | 8,223(4) | | 109.26 | 2/25/2031 | | | | | | | 6,918 | 13,838(5) | | 120.80 | 2/24/2032 | | | | | | | - | 25,883(6) | | 83.84 | 2/23/2033 | | | | | | | | | | | | | | 28,041 | 2,518,643 | | B. T. Smith | 2,639 | | | 87.43 | 2/27/2024 | | | | | | | 7,520 | | | 104.21 | 2/25/2028 | | | | | | | 2,862 | | | 82.69 | 2/27/2029 | | | | | | | 10,289 | | | 72.92 | 10/14/2029 | | | | | | | 4,794 | | | 61.51 | 2/27/2030 | | | | | | | 3,738 | 1,870(4) | | 109.26 | 2/25/2031 | | | | | | | 1,726 | 3,452(5) | | 120.80 | 2/24/2032 | | | | | | | - | 18,824(6) | | 83.84 | 2/23/2033 | | | | | | | | | | | | | | 16,735 | 1,503,138 |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

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  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Market value of shares of common stock payable under restricted stock units, based on the per share closing price of the common stock on the New York Stock Exchange on December 29, 2023, the last trading day of 2023. (2)Number of shares of common stock to be paid under outstanding performance share awards, based upon the higher of threshold or actual performance through 2023, for 2022-2024 and 2023-2025 performance periods. See “Compensation Discussion and Analysis” for a description of how performance share payouts are determined. If earned, the awards will be paid after the end of the performance period in unrestricted shares of common stock (subject to proration if the executive’s employment is terminated during the performance period because of retirement, death, or disability, and to cancellation in the event of resignation or termination for cause). (3)Value of shares of common stock to be paid under outstanding performance share awards, based upon higher of threshold or actual performance through 2023, for 2022-2024 and 2023-2025 performance periods, assuming a market value equal to the closing price of the Company’s common stock on the New York Stock Exchange on December 29, 2023. Any payments under these performance share awards will be determined based on actual performance through 2024 and 2025, respectively, and not on any interim measure of performance. (4)Option became exercisable as to the remaining shares on February 26, 2024. (5)Option became exercisable as to one-half of the shares on February 25, 2024, and becomes exercisable for remaining shares on February 25, 2025. (6)Option became exercisable as to one-third of the shares on February 24, 2024, and becomes exercisable for remaining shares in equal amounts on February 24, 2025 and February 24, 2026. (7)Restricted stock units, representing the right to receive unrestricted shares of common stock on March 1, 2024, the third anniversary of the initial award date, subject to continued employment (other than termination by reason of death or disability) and, in the case of Mr. Lich, satisfactory performance, as determined in the sole discretion of the Compensation Committee based upon the evaluation and recommendation of the Chief Executive Officer, in leadership of (a) financial performance of business segments for which he has executive management responsibility; (b) effective implementation of ongoing changes of businesses and operations to improve cost structure, increase investment in growth, and strengthen execution capabilities, including specific initiatives to transform operations, work processes and systems and business structure alignment, scale, and integration; (c) achievement of Circular Economy initiatives milestones; and (d) senior management leadership development and succession planning for business segments for which he has executive management responsibility. An amount equal to cash dividends paid during the period that the restricted stock units are outstanding and unvested with respect to shares underlying restricted stock units which vest is payable in cash on the vesting date of the restricted stock units.

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

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  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    The following table summarizes aggregate values realized upon exercise of options by, and payouts of vested stock for 2023 to, the individuals named in the “Summary Compensation Table.”

  92. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  93. 2023 Option Exercises and Stock Vested

    | | Options | | Stock Awards(1) | | | Name | # of Shares Acquired on Exercise | $ Value Realized on Exercise | # of Shares Acquired on Vesting | $ Value Realized on Vesting | | M. J. Costa | 0 | $0 | 52,535 | $4,314,174 | | W. T. McLain, Jr. | 0 | 0 | 11,030 | 905,784 | | B. A. Lich | 0 | 0 | 13,352 | 1,096,466 | | S. G. Crawford | 0 | 0 | 9,869 | 810,442 | | B. T. Smith | 0 | 0 | 12,368 | 1,140,185 |

  94. 2023 Option Exercises and Stock Vested

    (1)Number of shares received by each NEO upon payout under 2021 - 2023 performance share award and by Mr. Lich upon vesting and payout of restricted stock units and the aggregate value of such shares of common stock (including dividend equivalents) based upon the per share closing price of the common stock on the New York Stock Exchange on the payout date. The following table summarizes the portion of post-employment benefits payable to the individuals named in the “Summary Compensation Table” from Company pension plans as of December 31, 2023.

  95. Pension Benefits

    Pension Benefits

  96. Pension Benefits

    | Name | Plan Name(1)(2) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(3) | Payments During Last Fiscal Year($) | | M. J. Costa | ERAP | 18 | $320,687 | $0 | | | ERIP/URIP | 18 | 3,919,362 | 0 | | W.T. McLain, Jr. | ERAP | 23 | 333,203 | 0 | | | ERIP/URIP | 23 | 1,512,230 | 0 | | B. A. Lich | ERAP | 22 | 399,521 | 0 | | | ERIP/URIP | 22 | 2,045,186 | 0 | | S.G. Crawford | ERAP | 40 | 809,171 | 0 | | | ERIP/URIP | 40 | 2,324,751 | 0 | | B. T. Smith | ERAP | 31 | 374,967 | 0 | | | ERIP/URIP | 31 | 544,365 | 0 |

  97. Pension Benefits

    (1)The ERAP is a tax-qualified, non-contributory defined benefit pension plan that generally covers employees who became employed on or before December 31, 2006. A participant’s total ERAP benefit consists of his or her “Pre-2000 Benefit” and “Pension Equity Benefit,” as described below: Pre-2000 Benefit. Prior to 2000, the ERAP used a traditional pension formula which gave each participant a life annuity commencing at age 65. A participant is eligible for an unreduced Pre-2000 Benefit when such participant’s aggregate age plus years of eligible service totals 85, or at age 65. At retirement, the actuarial present value of the future annual Pre-2000 Benefit payments may at the election of the participant be paid in a lump sum. Benefits earned during 1998 and 1999, upon the election of the participant, may be payable over five years. The Pre-2000 Benefits payable upon retirement are based upon the participant’s years of service with the Company and “average participating compensation,” which is the average of three years of those earnings described in the ERAP as “participating compensation.” “Participating compensation,” in the case of the NEOs, consists of salary, bonus, and non-equity incentive plan compensation, including an allowance in lieu of salary for authorized periods of absence, such as illness, vacation, and holidays. To the extent that any participant’s annual Pre-2000 Benefit exceeds the amount payable under the ERAP, such excess will be paid from one or more unfunded, supplementary plans.

  98. Pension Benefits

    | 78 | 2024 Proxy Statement | |

  99. Pension Benefits

    Pension Equity Benefit. Effective January 1, 2000, the Company redesigned the ERAP to use a pension equity formula. Under the pension equity formula, beginning January 1, 2000, a participant earns a certain percentage of final average earnings each year based upon age and total service with the Company. When a participant terminates employment, he or she is entitled to a pension amount, payable over five years. The amount may also be converted to various forms of annuities. To the extent that any participant’s Pension Equity Benefit exceeds the amount payable under the ERAP, such excess will be paid from one or more unfunded, supplementary plans. (2)The Company maintains two unfunded, nonqualified plans, the URIP and the ERIP. The ERIP and the URIP will restore to participants in the ERAP benefits that cannot be paid under the ERAP because of applicable tax law limits, and benefits that are not accrued under the ERAP because of a voluntary deferral by the participant of compensation that would otherwise be counted for benefit calculation under the ERAP. The Company has established a “Rabbi Trust” to provide a degree of financial security for the participants’ unfunded account balances under the ERIP and URIP. See “Termination and Change-in-Control Arrangements — Benefit Security Trust.” (3)Actuarial present value of the accumulated benefit, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the Company’s audited financial statements for 2023. The actuarial present value calculation is based on the prescribed IRS mortality tables, and assumes individual compensation and service through December 31, 2023, with benefit commencement at normal retirement age of 65. Benefits are discounted to present value using a 5.22% discount rate for the ERAP and 5.21% for the ERIP/URIP. The following table is a summary of participation by the individuals named in the “Summary Compensation Table” in the EDCP, an unfunded, nonqualified deferred compensation plan into which executive officers and other management-level employees can defer compensation until retirement or termination from the Company. Annual base salary and incentive cash compensation, stock and stock-based awards, which are payable in cash and allowed to be deferred, and special compensation payable in connection with the employee’s initial employment with the Company may be deferred into the EDCP. Compensation deferred into the EDCP is credited at the election of the employee to multiple hypothetical investment alternatives, including an Eastman stock fund. Amounts deferred into the Eastman stock account increase or decrease in value depending on the market price of Eastman common stock. When cash dividends are declared on Eastman common stock, each stock account receives a dividend equivalent, which is used to hypothetically “purchase” additional shares. Upon retirement or termination of employment, the value of a participant’s EDCP account is paid, in cash, in a single lump sum or in up to ten annual installments as elected in advance by the participant. The EDCP also provides for early withdrawal by a participant of amounts in his or her EDCP account in certain limited circumstances. All amounts in the following table have been previously earned by the NEOs and reported by the Company as compensation in this proxy statement or in annual meeting proxy statements for previous years, and are not new or additional compensation to the NEOs.

  100. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  101. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings (Loss) in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | M. J. Costa | $0 | $51,212 | $26,428 | $0 | $1,434,541 | | W.T. McLain, Jr. | 0 | 23,164 | 25,158 | 0 | 208,978 | | B. A. Lich | 0 | 24,664 | 310,622 | 0 | 2,266,173 | | S.G. Crawford | 0 | 17,231 | 48,234 | 0 | 1,517,248 | | B. T. Smith | 16,362 | 14,231 | 29,883 | 0 | 210,760 |

  102. 2023 Nonqualified Deferred Compensation

    (1)Annual Company contributions were made to the accounts of each NEO in the Eastman Investment Plan, a 401(k) retirement plan, and in the EDCP. Amounts shown are the amounts before provision for certain taxes contributed into the EDCP and represent amounts that could not be contributed into the 401(k) retirement plan of the individuals due to Internal Revenue Code restrictions. The total amount of the contributions for each NEO in the Eastman Investment Plan and the EDCP was 5% of their 2023 eligible compensation. In addition, for individuals who do not participate in the pension plan, a Company match of 50% of the amount of employee contribution up to 7% up to IRS limits is contributed. These contributions are included in the “Summary Compensation Table” in the “All Other Compensation” column.

  103. 2023 Nonqualified Deferred Compensation

    | | 2024 Proxy Statement | 79 |

  104. 2023 Nonqualified Deferred Compensation

    (2)Aggregate amounts credited to participant EDCP accounts during 2023. No earnings on deferred amounts are included in the “Summary Compensation Table” in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column because there were no preferential or above-market earnings on any of the hypothetical investments. Quarterly dividend equivalents of 79 cents per hypothetical share for the first, second, and third quarters and of 81 cents per hypothetical share for the fourth quarter were credited to amounts in individual Eastman stock accounts. (3)Balance in individual EDCP accounts as of December 31, 2023. The portions of the balances from annual Company contributions after provision for certain taxes ($1,281,176 for Mr. Costa, $183,521 for Mr. McLain, $464,650 for Mr. Lich, $280,713 for Mr. Crawford, and $98,555 for Mr. Smith) were reported as “All Other Compensation” in the “Summary Compensation Table” in this and applicable prior proxy statements; the portions of the balances from deferred salary ($609,665 for Mr. Crawford and $54,027 for Mr. Smith) were included in the amounts reported as “Salary” in the “Summary Compensation Table” in this and prior applicable proxy statements; the applicable portions of the balances from deferred annual incentive compensation and bonuses ($859,450 for Mr. Lich, $351,825 for Mr. Crawford, and $17,828 for Mr. Smith) were included in the amounts reported as “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” in this and applicable prior proxy statements; the portions of the balances from deferred stock-based awards are not reported in the “Summary Compensation Table” in this or certain prior proxy statements but were previously reported as “Long-Term Incentive Plan Payouts” in the “Summary Compensation Table” in certain prior proxy statements. The portions of the balances from earnings on deferred amounts were not reported in the “Summary Compensation Table” in this proxy statement or in the proxy statements for previous years because there were no preferential or above-market earnings on any individual EDCP hypothetical investments. Amounts in the “Company Contributions in Last Year” column were paid in February 2024, and are not included in the aggregate balance as of December 31, 2023.

  105. Pay Ratio

    Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of the CEO to the median of the annual total compensation of our employees (other than the Chief Executive Officer (the “CEO”)). For 2023, the annual total compensation of the CEO was $17,597,890 and the median of the annual total compensation of all employees (other than the CEO) was $78,643; accordingly, the CEO’s annual total compensation was approximately 224 times that of the median of the annual total compensation of all employees. This calculated “pay ratio” is a reasonable estimate determined in a manner consistent with SEC pay ratio disclosure requirements. We refer to the employee who received the median of the annual total compensation of all employees as the “median employee.” We used the following methodology to make the determinations for calculating the pay ratio: •As of October 31, 2023, our employee population consisted of approximately 14,611 individuals (13,864 full-time and 747 other employees) working at our parent Company and consolidated subsidiaries, with 74% of these individuals located in the United States, 14% located in Europe (primarily Belgium, the Netherlands, and Germany), 8% located in Asia (primarily China, Malaysia, and Singapore) and 4% located in Latin America (primarily Mexico and Brazil). •We selected October 31, 2023, as the date upon which we would identify the median employee to allow sufficient time to identify the median employee given the global scope of our operations. •To identify the median employee from our employee population, we conducted an analysis of our population of employees. •Given the distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees including participation in several annual cash short-term incentive plans. For purposes of measuring the compensation of all employees to determine the median employee, we selected total cash compensation (base salary for salaried employees and wages for hourly employees plus the most recent actual cash incentive payment for both hourly and salaried employees) as a consistently applied compensation measure that reasonably reflects the annual compensation of our employees. •In making this determination, we annualized the compensation of all permanent employees who were hired in 2023. •Using this methodology, we determined that the median employee was a full-time, hourly, manufacturing operations employee with total compensation for 2023 consisting of wages, overtime pay, cash incentive payment, and annual Company contribution to defined contribution retirement plan determined and calculated in the same manner as compensation of the executive officers in the “Summary Compensation Table” earlier in this proxy statement. •The annual total compensation of the CEO is the amount reported for 2023 in the “Total” column of the “Summary Compensation Table.” The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  106. Pay Ratio

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  107. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our Non-PEO named executive officers (“Other NEOs”) and Company performance for the fiscal years listed below. The following tables and related disclosures provide information about: (i) the “total compensation” of our PEO and our Other NEOs as presented in the “Summary Compensation Table” on page 73, (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of the compensation actually paid to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. The Compensation Committee did not consider this pay versus performance disclosure below in making its pay decisions for any of the years shown. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review the CD&A beginning on page 50.

  108. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO (b)1 | Compensation Actually Paid to PEO (c)1, 2 | | Average Summary Compensation Table Total for Other NEOs (d)1 | Average Compensation Actually Paid to Other NEOs (e)1,2 | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g)3 | Net Income ($ millions) (h) | Adjusted EBIT ($ millions) (i)4 | | 2023 | $17,597,890 | | $16,978,885 | $4,812,940 | | $4,655,315 | $130 | $146 | $896 | $1,097 | | 2022 | 17,068,131 | | (12,049,295) | 4,384,699 | | (1,407,170) | 113 | 132 | 796 | 1,339 | | 2021 | 17,798,861 | | 33,704,535 | 5,398,736 | | 8,450,911 | 163 | 149 | 867 | 1,635 | | 2020 | 13,561,990 | | 30,582,035 | 3,791,700 | | 6,235,050 | 131 | 118 | 489 | 1,216 |

  109. Pay Versus Performance

    (1)Mark J. Costa was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below.

  110. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | | Curtis E. Espeland | William T. McLain, Jr. | William T. McLain, Jr. | William T. McLain, Jr. | | Brad A. Lich | Brad A. Lich | Brad A. Lich | Brad A. Lich | | Lucian Boldea | Lucian Boldea | Stephen G. Crawford | Stephen G. Crawford | | William T. McLain, Jr. | Stephen G. Crawford | Perry Stuckey III | B. Travis Smith | | Kellye L. Walker | | | |

  111. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the “Summary Compensation Table” Total with exclusions and inclusions of certain amounts for the PEO and the Other NEOs as prescribed by SEC rules and as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the “Summary Compensation Table.” Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the “Summary Compensation Table.” Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  112. Pay Versus Performance

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  113. Pay Versus Performance

    The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the “Summary Compensation Table” amounts.

  114. Pay Versus Performance

    | Year | Summary Compensation Table Total for Mark J. Costa ($) | Exclusion of Change in Pension Value for Mark J. Costa ($) | Exclusion of Stock Awards and Option Awards for Mark J. Costa ($) | Inclusion of Pension Service Cost for Mark J. Costa ($) | Inclusion of Equity Values for Mark J. Costa ($) | Compensation Actually Paid to Mark J. Costa ($) | | 2023 | $17,597,890 | $543,510 | $13,681,247 | $244,054 | $13,361,698 | $16,978,885 |

  115. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Other NEOs ($) | Average Exclusion of Change in Pension Value for Other NEOs ($) | Average Exclusion of Stock Awards and Options Awards for Other NEOs ($) | | Average Inclusion of Pension Service Cost for Other NEOs ($) | Average Inclusion of Equity Values for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($) | | 2023 | $4,812,940 | $282,058 | | $3,191,187 | $131,337 | $3,184,283 | $4,655,315 |

  116. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  117. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Unvested as of Last Day of Covered Fiscal Year for Mark J. Costa ($) | | Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Covered Fiscal Year of Unvested Equity Awards Granted in Any Prior Fiscal Year for Mark J. Costa ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mark J. Costa ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested During Covered Fiscal Year for Mark J. Costa ($) | | Fair Value at Last Day of Prior Fiscal Year of Equity Awards Forfeited During Covered Fiscal Year for Mark J. Costa ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards During the Covered Fiscal Year Prior to the Vesting Date Not Otherwise Included for Mark J. Costa ($) | Total - Inclusion of Equity Values for Mark J. Costa ($) | | 2023 | | $14,043,473 | ($358,143) | $0 | | ($323,632) | $0 | $0 | $13,361,698 |

  118. Pay Versus Performance

    | Year | Average Year- End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Unvested as of Last Day of Covered Fiscal Year for Other NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Covered Fiscal Year of Unvested Equity Awards Granted in Any Prior Fiscal Year for Other NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Other NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested During Covered Fiscal Year for Other NEOs ($) | Average Fair Value at Last Day of Prior Fiscal Year of Equity Awards Forfeited During Covered Fiscal Year for Other NEOs ($) | | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards During the Covered Fiscal Year Prior to the Vesting Date Not Otherwise Included for Other NEOs ($) | Total - Average Inclusion of Equity Values for Other NEOs ($) | | 2023 | $3,275,676 | ($41,433) | $0 | ($49,960) | | $0 | $0 | $3,184,283 |

  119. Pay Versus Performance

    (3)The Peer Group TSR set forth in this table utilizes the Company’s peer group, the S&P 1500 Chemicals Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 1500 Chemicals Industry Index. Historical stock performance is not necessarily indicative of future stock performance. (4)We determined Adjusted EBIT, a Non-GAAP measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Other NEOs in 2022 and 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBIT is defined as set forth above under “Compensation Discussion and Analysis — Elements of Our Executive Compensation.” See Annex A of this proxy statement for a reconciliation of financial measures under accounting principles generally accepted in the United States (“GAAP”) to Adjusted EBIT, a description of excluded items, and related information.

  120. Pay Versus Performance

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  121. Description of relationship between PEO and other NEOs compensation actually paid and Company TSR

    Description of relationship between PEO and other NEOs compensation actually paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  122. Description of relationship between PEO and other NEOs compensation actually paid and Company TSR

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  123. Description of relationship between PEO and other NEO compensation actually paid and net income

    Description of relationship between PEO and other NEO compensation actually paid and net income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Net Income during the four most recently completed fiscal years.

  124. Description of relationship between PEO and other NEO compensation actually paid and Eastman chemical Company adjusted EBIT

    Description of relationship between PEO and other NEO compensation actually paid and Eastman chemical Company adjusted EBIT The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and Eastman Chemical Adjusted EBIT during the four most recently completed fiscal years.

  125. Description of relationship between PEO and other NEO compensation actually paid and Eastman chemical Company adjusted EBIT

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