DEF 14A of Eastman Chemical Co
Filed Mar 21, 2025 · FY20240000915389-25-000069
Board Overview
Board Overview
Board Overview
| Committees | | | A | Audit Committee | | C | Compensation and Management Development Committee | | E | Environmental, Safety and Sustainability Committee | | F | Finance Committee | | N | Nominating and Corporate Governance Committee | | * | Chair |
Board Overview
| Age: 67 Director Since: January 2011 Committees: A* E F | Humberto P. Alfonso Retired Executive Vice President and Chief Financial Officer, Information Services Group Brings 30+ years of experience in auditing, financial management and planning, and international finance that was developed from his leadership roles at a number of well-respected international companies. | | | | Other Public Boards •The Kraft Heinz Company | Skills & Expertise INTL ACCT ERM LOGI M&A LEAD | | Age: 64 Director Since: February 2011 Committees: C E F N | Brett D. Begemann Retired Chief Operating Officer of Crop Science Division of Bayer AG Brings global biotechnology and chemicals business operations insights, as well as extensive experience leading international and emerging markets growth and strategy. | | | | Other Public Boards •None | Skills & Expertise INTL ERM LOGI HCM M&A INDR MFG GOVT INNO LEAD |
Board Overview
| 12 | 2025 Proxy Statement | |
Board Overview
| Key Qualifications | | | INTL | International / Emerging Markets | | ACCT | Accounting / Financial Reporting | | IT | Information Technology/Cybersecurity | | ERM | Enterprise Risk Management | | HCM | Human Capital / Talent Management | | LOGI | Logistics / Global Supply Chain | | INDR | Chemicals Industry | | INNO | Research & Development / Innovation | | MFG | Manufacturing / Operations Safety | | GOVT | Government / Regulatory | | M&A | Mergers & Acquisitions / Capital Markets | | ENV | Sustainability / Environment | | LEAD | Executive Leadership |
Board Overview
| Age: 64 Director Since: August 2022 Committees: A E F | Eric L. Butler Retired Executive Vice President and Chief Administrative Officer of Union Pacific Corporation Provides knowledge and leadership experience in the areas of strategic and financial planning, marketing, sales, commercial, and supply chain, procurement and purchasing. | | | | Other Public Boards •NiSource, Inc. •West Fraser Timber Co. Ltd | Skills & Expertise INTL ACCT ERM HCM LOGI MFG M&A ENV LEAD | | Age: 59 Director Since: May 2013 Committees: None | Mark J. Costa Chief Executive Officer and Chair of the Board of Directors of Eastman Chemical Company Brings deep chemical industry, senior management, corporate transformation, portfolio management, and business and marketing capability experience as well as providing a valuable perspective as the CEO. | | | | Other Public Boards •International Flavors & Fragrances Inc. | Skills & Expertise INTL ERM HCM LOGI INDR INNO MFG GOVT M&A ENV LEAD | | Age: 67 Director Since: February 2023 Committees: A E F | Linnie M. Haynesworth Retired Sector Vice President and General Manager of Northrup Grumman Corporation Provides expertise in technology integration, cybersecurity governance, enterprise strategy, risk management and large complex system development and disruptive technology integration. | | | | Other Public Boards •Automatic Data Processing, Inc. •Micron Technology, Inc. •Truist Financial Corporation | Skills & Expertise INTL IT ERM LOGI GOVT LEAD | | Age: 72 Director Since: November 2011 Committees: C E F N* | Julie F. Holder Retired Senior Vice President of The Dow Chemical Company Provides valuable corporate management experience as well as expertise in human resources, international sales and marketing, and substantial chemical industry experience across a broad range of functional areas. | | | | Other Public Boards •None | Skills & Expertise INTL ERM HCM INDR GOVT ENV LEAD |
Board Overview
| | 2025 Proxy Statement | 13 |
Board Overview
| Age: 72 Director Since: September 2003 Committees: C E F* N | Renée J. Hornbaker Retired Executive Vice President and Chief Financial Officer of Stream Energy Brings deep expertise in corporate governance, business development, strategy, mergers and acquisitions, risk management, and financial and accounting reporting acumen. | | | | Other Public Boards •Berry Corporation | Skills & Expertise INTL ACCT IT ERM MFG M&A LEAD | | Age: 65 Director Since: July 2018 Committees: A E* F | Kim Ann Mink Retired President and Chief Executive Officer of Innophos Holdings, Inc. Provides significant chemical and advanced materials experience as a former executive in the specialty chemical industry and as a CEO overseeing business and developing growth initiatives. | | | | Other Public Boards •Avient Corporation •Air Liquide | Skills & Expertise INTL ACCT ERM INDR IT HCM LOGI INNO MFG GOVT M&A ENV LEAD | | Age: 70 Director Since: February 2016 Committees: C* E F N | James J. O’Brien Retired Chairman of the Board and Chief Executive Officer of Ashland Inc. Brings significant management experience and knowledge of the chemical industry and in areas of finance, accounting, international business operations, risk oversight, and corporate governance. | | | | Other Public Boards •Albemarle Corporation | Skills & Expertise INTL ACCT ERM INDR MFG GOVT M&A HCM LEAD | | Age: 63 Director Since: May 2024 Committees: A E F | Donald W. Slager Retired CEO of Republic Services, Inc. Provides general management experience and extensive experience in mergers and acquisitions, integration, and strategic development and analysis. | | | | Other Public Boards •Martin Marietta Materials Inc. | Skills & Expertise INTL ERM HCM LOGI MFG GOVT M&A ENV LEAD |
Board Overview
| 90% Independent | | 66.3 years Average Age | | 9.5 years Average Tenure | | 3 New Non-employee Directors Since 2020 | | 31 Board (6) and Committee (25) Meetings in 2024 | | 100% Director Nominees Average Attendance at Board and Committee Meetings in 2024 |
Board Overview
* Current director, David W. Raisbeck will serve through the Annual Meeting but is not standing for re-election.
Board Overview
| 14 | 2025 Proxy Statement | |
Board Overview
| ITEM 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | | | | | | | The board recommends a vote “FOR” this proposal. | | PAGE 41 |
Board Overview
In accordance with applicable rules on partner rotation, PricewaterhouseCoopers LLP's ("PwC") lead partner for our audit was changed in 2021, while PwC’s engagement quality review partner for our audit was most recently changed in 2022. The Audit Committee is involved in the selection of PwC’s primary engagement partner when there is a rotation, which typically occurs every five years. PwC served as the Company’s independent registered public accounting firm for the years ended December 31, 2023 and 2024, and has billed the Company the following amounts for fees and related expenses for professional services rendered during 2023 and 2024:
Board Overview
| ($ IN THOUSANDS) | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2024 | | Audit Fees and Expenses | 5,599 | 6,347 | | Audit-Related Fees and Expenses | 85 | 40 | | Tax Fees and Expenses | 2,231 | 1,161 | | All Other Fees and Expenses | 270 | 223 | | Total | 8,185 | 7,771 |
Board Overview
| | 2025 Proxy Statement | 15 |
Board Overview
| ITEM 3 | Advisory Approval of Executive Compensation | | | | | | | The board recommends a vote “FOR” this proposal. | | PAGE 45 |
Board Overview
Eastman is providing stockholders with the opportunity to vote on an advisory resolution, commonly known as “Say on Pay,” considering approval of the compensation of Eastman's Named Executive Officers. The Compensation and Management Development Committee of the Board believes that our philosophy and practices have resulted in executive compensation decisions that are aligned with company performance and are appropriate in value.
Board Overview
| Principles | Implementation | | Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives. | •Establish target total direct compensation (salary, short-term incentive and long-term incentive) at appropriate levels relative to our peer comparison group. •Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility. | | Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation. | •Foster a pay-for-performance culture with a significant portion of total direct compensation being performance-based and/or “at risk.” •Greater percentage of total compensation in the form of performance-based and/or “at risk” compensation for senior executives. | | Long-term incentive compensation should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value. | •Focus on ensuring that executive compensation includes a high proportion of long-term performance-based equity compensation. •Equity-based compensation encourages executives to focus on our long-term growth and incentivize executives to manage our company from the perspective of owners with a meaningful stake. |
Board Overview
| ITEM 4 | Advisory Vote on Stockholder Proposal Regarding an Independent Board Chair | | | | | | | The board recommends a vote “AGAINST” this proposal. | | PAGE 81 |
Board Overview
| 16 | 2025 Proxy Statement | |
Board Overview
| ITEM 1 Election of Directors | | | Stockholders are being asked to vote on the election of ten directors to serve until the 2026 Annual Meeting of Stockholders and their successors are duly elected and qualified. The terms of office of all current directors will expire at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and each of those directors, other than David W. Raisbeck who will serve through the Annual Meeting but is not standing for re-election, has been nominated for re-election for a one-year term. If any nominee is unable or unwilling to serve (which we do not anticipate), the persons designated as proxies will vote your shares for the remaining nominees and for another nominee proposed by the Board of Directors (the “Board”) or, as an alternative, the Board could reduce the number of directors to be elected at the Annual Meeting. Majority vote standard for Election of Directors. The Company’s amended and restated bylaws (the “Bylaws”) provide that directors are elected by a majority of votes cast by stockholders. If a nominee who is serving as a director is not re-elected by a majority of votes cast at a meeting, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under the director election provision of our Bylaws, any incumbent director who is a holdover director whose successor has not been elected by stockholders would be required to offer to resign from the Board. The Nominating and Corporate Governance Committee would then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified. The director who tenders his or her resignation would not participate in the Board’s decision. Under Delaware law, if a nominee who was not already serving as a director is not elected by a majority of votes cast by stockholders at an annual meeting, such nominee would not become a director. | | | | The nominees have been recommended to the Board by the Nominating and Corporate Governance Committee of the Board. The Board recommends that you vote “FOR” the election of each of the ten nominees as described under “Director Nominees.” |
Board Overview
| | 2025 Proxy Statement | 17 |
Director Nominees
Director Nominees
Director Nominees
| | Humberto P. Alfonso Retired Executive Vice President and Chief Financial Officer, Information Services Group | | | | | Director: Since January 2011 Age: 67 Committees: •Audit (Chair) •Environmental, Safety and Sustainability •Finance | | | | | | | Skills and Experience: INTL | ACCT | ERM | LOGI | M&A | LEAD | | 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 | |
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: 64 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance | | | | | | | Skills and Experience: INTL | ERM | HCM | LOGI | INDR | MFG | GOVT | M&A | LEAD | INNO | | 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 | |
Director Nominees
| | 2025 Proxy Statement | 21 |
Director Nominees
| | Eric L. Butler Retired Executive Vice President and Chief Administrative Officer of Union Pacific Corporation | | | | | Director: Since August 2022 Age: 64 Committees: •Audit •Environmental, Safety and Sustainability •Finance | | | | | | | Skills and Experience: INTL | ACCT | ERM | HCM | LOGI | MFG | M&A | ENV | LEAD | | 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, logistics, supply chain, 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 | |
Director Nominees
| | Mark J. Costa Chief Executive Officer and Chair of the Board of Directors of Eastman Chemical Company | | | | | Director: Since May 2013 Age: 59 Committees: •None | | | | | | | Skills and Experience: INTL | ERM | HCM | LOGI | INDR INNO | MFG | GOVT | M&A | ENV | LEAD | | 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, 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. | |
Director Nominees
| 22 | 2025 Proxy Statement | |
Director Nominees
| | Linnie M. Haynesworth Retired Sector Vice President and General Manager of Northrup Grumman Corporation | | | | | Director: Since February 2023 Age: 67 Committees: •Audit •Environmental, Safety and Sustainability •Finance | | | | | | | Skills and Experience: INTL | IT | ERM | LOGI | GOVT | LEAD | | 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”), an 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 | |
Director Nominees
| | Julie F. Holder Retired Senior Vice President of The Dow Chemical Company | | | | | Director: Since November 2011 Age: 72 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance (Chair) | | | | | | | Skills and Experience: INTL | ERM | HCM | INDR | GOVT | ENV | LEAD | | 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 | |
Director Nominees
| | 2025 Proxy Statement | 23 |
Director Nominees
| | Renée J. Hornbaker Retired Executive Vice President and Chief Financial Officer of Stream Energy | | | | | Director: Since September 2003 Age: 72 Committees: •Compensation and Management Development •Environmental, Safety and Sustainability •Finance (Chair) •Nominating and Corporate Governance | | | | | | | Skills and Experience: INTL | ACCT | IT | ERM | MFG | M&A | LEAD | | 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 | |
Director Nominees
| | Kim Ann Mink Retired President and Chief Executive Officer of Innophos Holdings, Inc. | | | | | Director: Since July 2018 Age: 65 Committees: •Audit •Environmental, Safety and Sustainability (Chair) •Finance | | | | | | | Skills and Experience: INTL | ACCT | IT | ERM | HCM | LOGI | INDR | INNO | MFG | GOVT | M&A | ENV | LEAD | | 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 | |
Director Nominees
| 24 | 2025 Proxy Statement | |
Director Nominees
| | James J. O’Brien Retired Chairman of the Board and Chief Executive Officer of Ashland Inc. | | | | | Director: Since February 2016 Age: 70 Committees: •Compensation and Management Development (Chair) •Environmental, Safety and Sustainability •Finance •Nominating and Corporate Governance | | | | | | | Skills and Experience: INTL | ACCT | ERM | HCM | INDR | MFG | GOVT | M&A | LEAD | | 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 | |
Director Nominees
| | Donald W. Slager Retired Chief Executive Officer of Republic Services, Inc. | | | | | Director: Since May 2024 Age: 63 Committees: •Audit •Environmental, Safety and Sustainability •Finance | | | | | | | Skills and Experience: INTL | ERM | HCM | LOGI | MFG | GOVT | M&A | ENV | LEAD | | Skills and expertise: Mr. Slager provides a depth of experience in environmental services to our Board and its Environmental, Safety and Sustainability Committee. Given his professional experience, Mr. Slager has unique capabilities and insight with respect to future strategic challenges and opportunities. His substantial experience serving on the boards of directors of publicly traded companies and his corporate management and leadership experience enable him to to provide valuable insight with respect to critical oversight responsibilities, and related actions in the Board environment. Background: •Republic Services, Inc. an environmental services company •2019 – 2021 (retired): Chief Executive Officer | | •2010 - 2021: Director •2011 - 2019: President and Chief Executive Officer •2008 - 2011: President and Chief Operating Officer •Allied Waste Industries, Inc. •2005 - 2008: President and Chief Operating Officer •2002 - 2005: Chief Operating Officer Other Current Public Company Directorships •Martin Marietta Materials, Inc. | |
Director Nominees
| | 2025 Proxy Statement | 25 |
Board of Directors
Board of Directors At the highest level, the Board provides oversight of our growth strategy, which is founded on a model of innovating for a sustainable future. Chaired by Dr. Kim Ann Mink, the Environmental, Safety and Sustainability Committee is a Board Committee comprised entirely of independent directors that oversee 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.
Compensation Philosophy for Directors
| Highlights of our Director Compensation Program | | | The Director compensation program emphasizes alignment between director and stockholder interests. | | | What We Do Directors are required to hold 5 x their annual retainer in Eastman shares. Allow directors to defer annual cash retainer into Eastman stock fund. Majority of director compensation paid in the form of equity or equity equivalents. One-third of equity compensation automatically deferred into the Eastman Stock Fund. | What We Don’t Do Pay fees for attending Board or Committee meetings. Allow hedging or pledging of Eastman securities. Target a specific percentile of competitive peer company pay to set director compensation. Grant performance units or stock options to directors. |
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| Cash Retainer | | Restricted Stock Awards | | | Cash fees for 2024 were as follows: | | | | | Non-Employee Director Annual Retainer | $125,000 | Non-Employee Director Annual Award | $120,000 | | Lead Director Retainer | $45,000 | Director (one-time award upon initial election to the Board) | $10,000 | | Chair Retainer — Audit Committee | $25,000 | | | | Chair Retainer — Compensation and Management Development Committee | $20,000 | | | | Chair Retainer — Nominating and Corporate Governance Committee | $15,000 | Deferred Compensation | | | Chair Retainer — Finance Committee | $15,000 | Automatic annual deferral into Eastman Stock Fund | $60,000 | | Chair Retainer — Environmental, Safety and Sustainability Committee | $15,000 | | | | “Event” Fee (Per Event)* | $1,500 | | |
2024 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. Each non-employee director receives an annual award of restricted shares of common stock having a fair market value equal to $120,000 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 $10,000. The restricted shares are generally not transferable and are subject to a one-year vesting period. During the restricted period, the director has all of the rights of a stockholder with respect to the restricted shares (other than the right to transfer the shares), including voting and dividend rights.
Director Compensation Table
Director Compensation Table The following table provides information concerning compensation paid to the Company’s non-employee directors for 2024. The only director who is an employee of the Company (Mr. Costa, our CEO) received no additional compensation for his service on the Board.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Humberto P. Alfonso Audit Committee Chair | $153,000 | $120,092 | $60,000 | $333,092 | | Brett D. Begemann Lead Independent Director | $170,000 | $120,092 | $60,000 | $350,092 | | Eric L. Butler | $131,000 | $120,092 | $60,000 | $311,092 | | Edward L. Doheny II | $62,500 | 0 | $30,000 | $92,500 | | Linnie M. Haynesworth | $125,000 | $120,092 | $60,000 | $305,092 | | Julie F. Holder Nominating and Corporate Governance Committee Chair | $140,000 | $120,092 | $60,000 | $320,092 | | Renée J. Hornbaker Finance Committee Chair | $155,000 | $120,092 | $60,000 | $335,092 | | Kim A. Mink Environmental, Safety and Sustainability Committee Chair | $140,000 | $120,092 | $60,000 | $320,092 | | James J. O’Brien Compensation and Management Development Committee Chair | $145,000 | $120,092 | $60,000 | $325,092 | | David W. Raisbeck | $125,000 | $120,092 | $60,000 | $305,092 | | Donald W. Slager | $74,519 | $9,845 | $35,769 | $120,133 | | Charles K. Stevens III | $62,500 | 0 | $30,000 | $92,500 |
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 2024 to Mr. Alfonso ($3,000), Mr. Butler ($6,000), and Ms. Hornbaker ($15,000). (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 2024, 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 Ms. Haynesworth, and Dr. Mink each elected to receive the annual restricted stock award as deferred phantom stock units pursuant to the DDCP. Mr. Slager held 100 restricted shares, and Messrs. Butler, O’Brien, and Raisbeck and Mses. Holder, and Hornbaker each held 1,252 restricted shares as of December 31, 2024. (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 2024 since the total amount per individual was less than $10,000.
Director Compensation Table
| 40 | 2025 Proxy Statement | |
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, 2025. 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. Although PwC has served as the Company’s independent auditor since 1993, the Sarbanes-Oxley Act of 2002 requires the lead engagement partner on an audit of a public company to rotate off the engagement every five years. 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, 2025. 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, 2025. |
Director Compensation Table
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2024 Performance Highlights*
| Key Changes to the Company’s Compensation Program in 2024: | | | Annual Incentive Plan: | •Adjusted the weighting of the primary financial performance measures. •Included strategic and operational goals (20%) focused on improvements in safety, new business from innovation, and Company culture to provide better alignment with Company strategy. | | Long-Term Incentive Plan: | •Introduced restricted stock units (20%), along with performance share awards (60%) and stock options (20%), to provide resilience across business cycles and varying market conditions. •Replaced the matrix multiplier table with separate formulas for relative total shareholder return and return on invested capital metrics to provide a simple and direct framework for measuring and communicating our performance award objectives. •Eliminated the payout modifier used in prior plans. | | Peer Group: | •Realigned our compensation peer group to focus on specialty chemical and advanced materials companies driving innovation, sustainable solutions, and the circular economy. •We selected peers that have a high-level of market and geographic complexity similar to Eastman. | | Clawback Policy: | •Adopted separate policy (beyond the Dodd Frank required policy) that provides for the clawback of incentive compensation for senior executives in the event of detrimental conduct. |
Overview of Executive Compensation Program
| | Component | Vesting Period | How Pay is Determined | Why We Pay Each Component | | | Annual Base Salary | Ongoing | Comparable pay for similar jobs at peer group 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 goals 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 (60%) restricted stock units (20%) stock options (20%) graduated vesting period with full vesting over 3 years | 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 |
2024 CEO Earned or Accrued Compensation
2024 CEO Earned or Accrued Compensation We have included the tabular disclosure below to provide additional transparency around the compensation earned or accrued by the CEO in 2024, and the important distinctions from the “Summary Compensation Table” required disclosures. The difference in values for total compensation is solely attributable to the different valuation methodologies for the 2024 Performance Share Awards ("PSAs"), 2024 Restricted Stock Unit Awards ("RSUs"), and the 2024 Option Grant. The 2024 CEO Earned or Accrued Pay is designed to reflect: (i) the value of the 2024 PSAs and RSUs based on performance against financial targets to-date and year-end stock price and (ii) the value of the Option Grant based on the difference between the exercise price and stock price as of year-end. The “Summary Compensation Table” reflects values for the 2024 PSAs, RSUs, and Option Grant based on accounting and actuarial financial models to estimate the grant date fair value of the awards. The table below shows the compensation earned by or accrued for the CEO for 2024, and the estimated worth of the PSAs, RSUs, and stock options granted in 2024, based on the differences between the grant date price and the stock price as of year-end. The year-end share price was $91.32, the grant date share price of the PSAs was $86.88, the grant date share price of the RSUs was $86.15, and the exercise price of the stock options was $86.15.
2024 CEO Earned or Accrued Compensation
| | 2024 CEO Earned or Accrued Pay1 ($) | Summary Compensation Table ($) | | Actual Base Salary Paid | 1,397,355 | 1,397,355 | | Actual Non-Equity Incentive Plan Paid | 2,226,000 | 2,226,000 | | 2024 Performance Share Awards2 | 5,995,580 | 7,194,417 | | 2024 Restricted Stock Unit Awards2 | 1,998,721 | 1,885,565 | | 2024 Option Grant2,3 | 559,075 | 2,288,221 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | 360,523 | 360,523 | | All Other Compensation | 587,721 | 587,721 | | Total Compensation | 13,124,975 | 15,939,802 |
Stockholder Engagement
| WHAT WE HEARD | HOW WE RESPONDED | | Annual Incentive Plan The Eastman Annual Incentive Plan, the Unit Performance Plan ("UPP"), is perceived as allowing too much discretion. | •Each executive in the UPP has a target UPP incentive opportunity with the amount earned based on achievement of specific Company-wide financial and strategic metrics approved by the Compensation Committee. •The Committee determines the UPP payout formulaically based on the achievement against the pre-approved goals. •While the Committee may make slight upward or downward adjustments to an executive’s UPP payout based on individual performance for the year, it has approved payouts for the CEO each year of his tenure consistent with the UPP formula and has not made any such adjustments. | | Peer Group Selection The Company’s market capitalization is below the median of the compensation Peer Group. | •In 2024, we realigned our peer group to focus on specialty chemical and advanced materials companies driving innovation, sustainable solutions and the circular economy. •Revenue is better correlated to executive compensation than market capitalization, which can fluctuate with business / economic cycles and business model changes. For this reason, we focus on utilizing companies with similar business focus, business model and revenue characteristics. •We also use a regression analysis to appropriately size-adjust peer companies providing a more accurate comparison for peer compensation data inputs. •The larger market capitalization companies will become more aligned as Eastman’s stock price increases as a result of our business performance. In response to feedback, we also updated our peer group disclosures to provide the rationale for peer group changes. | | Long-Term Incentives Performance shares have possibility for target payout with below median TSR performance. | •For the 2024 – 2026 performance share awards, the Committee approved two discreet return metrics, relative total shareholder return (“rTSR”) and return on invested capital (“ROIC”), and eliminated the payout modifier based on sustainability goals used in prior plans. •The Committee also replaced the matrix multiplier table used for prior plans with a continuous distribution formula for both rTSR and ROIC metrics to provide a simple and direct framework for measuring and communicating our performance award objectives. •These changes, along with the metric weightings, rTSR (60%) and ROIC (40%), significantly reduce the possibility of an above target payout with below median rTSR performance absent a significant out-performance on the ROIC metric. | | Disclosures We received a request for additional disclosure of forward looking goals for performance shares. | •We have included a summary of the performance metrics for the 2024 - 2026 performance share units. •While we understand the desire to understand particular targets, we have not disclosed the ROIC target performance goals for open plans as it would constitute long-term forward-looking guidance. |
Compensation Best Practices
| | What we do | | What we don’t do | | Engage an independent compensation consultant to support the Compensation Committee. Conduct an annual assessment by the Compensation Committee of potential risks associated with the compensation program. Benchmark executive pay and overall program design and use competitive peer company data in making decisions about all components of pay. Ensure a significant portion of pay is based on corporate and individual performance. Establish robust stock ownership expectations. Provide for executive pay recoupment (“clawback”). Require “double trigger” change-in-control vesting of outstanding stock-based pay awards. Conduct regular dialogue with investors and proxy advisory firms about executive pay program and practices. | | Target a specific percentile of competitive peer company pay to set executive pay. Reprice stock options. Include value of equity awards in pension benefit calculations. Allow hedging or pledging of Company stock by our executive officers or directors. “Gross-up” tax payments, or accelerate equity vesting without termination following change-in-control. | |
Our Pay-for-Performance Compensation Philosophy
| Role of the Compensation Consultant | | The Compensation Committee has directly engaged Aon plc ("Aon") as its independent compensation consultant. Aon reports to, and receives its direction from, the Compensation Committee. Aon provides the Compensation Committee with: •proprietary peer group and competitive market information, and 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. Consistent with SEC requirements, the Compensation Committee evaluated Aon's independence and 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. |
Compensation Peer Group
Compensation Peer Group Each year, the Compensation Committee uses data derived from a group of peer companies (the "Peer Group") as a key input for determining: (i) total target compensation opportunities including base salary, annual target incentive pay opportunities, and total target levels of equity granted; and (ii) annual incentive design including selection and weighting of performance measures; and (iii) the mix of long-term stock-based incentive pay opportunity levels.
Compensation Peer Group
| Compensation Peer Group Selection Methodology: Eastman is a complex chemical and specialty materials manufacturer with global operations focusing on innovations, sustainability, and circularity. In 2024, the Company generated approximately 60% of its revenue from outside the U.S. and exported to over 100 countries. We compete for talent with companies of similar complexity and strategic focus. Considering these factors, the Committee used the following criteria to determine the compensation Peer Group for 2024: •Industry. Starting with chemical companies, the Compensation Committee focused on a broad range of specialty chemical and advanced materials companies with operations supporting the circular economy and other industrial companies with which we compete for executive talent. •Strategy. The Compensation Committee seeks to use companies with similar innovation-driven strategies, which results in the selection of companies in specialty chemical and circular economy businesses. •Company Complexity. This includes three criteria: •Size. The Compensation Committee uses revenues as the primary size criteria to select the compensation peer group companies. The purpose is to reflect the correlation of revenues to target compensation levels. Market capitalization, operating income, total assets and enterprise value are used as additional size criteria. •Degree of Globalization. This is measured through percent of revenue outside the US, whether the company manufactures outside the US and whether it has a global workforce. •Degree of End Market Complexity. The Committee considers the wide variety of products and diverse nature of industries and applications in which a company’s products are used. |
Compensation Peer Group
| Rationale for Peer Group Changes: In 2024, we realigned our Peer Group to focus on specialty chemical and advanced materials companies driving innovation, sustainable solutions, and the circular economy. While the new Peer Group did contain several companies that had a market capitalization significantly larger than Eastman’s, revenue is better correlated to executive compensation than market capitalization, which can fluctuate with business / economic cycles and business model changes. For these reasons, we focused on utilizing companies with similar business focus, business model, and revenue characteristics. * For purposes of determining 2025 compensation, the Compensation Committee revised the Peer Group to add Huntsman Corporation and remove Eaton Corporation Plc. The Committee believes Huntsman Corporation is a better overall fit because it manufactures and sells diversified organic chemical products and is more closely aligned with the Committee's Peer Group selection criteria. |
Compensation Peer Group
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Compensation Peer Group
| | | 2024 Proxy Peers | | | REMOVED: | | | ADDED: | | •Danaher Corporation •The Goodyear Tire and Rubber Company •Mosaic Company •Rockwell Automation, Inc. | •Air Products and Chemicals, Inc. •Ashland Global Holdings Inc. •Ball Corporation •Celanese Corporation •Dover Corporation •DuPont de Nemours •Eaton Corporation Plc* | •Ecolab Inc. •FMC Corporation •Parker-Hannifin Corporation •PPG Industries Inc. •Sealed Air Corporation •The Sherwin-Williams Company •Trane Technologies Plc | •Albemarle Corporation •Axalta Coatings Systems Ltd. •Corteva, Inc. •Huntsman Corporation* •International Flavors and Fragrances Inc. •RPM International Inc. | | | * In July 2024, Eaton was removed and Huntsman was added to the Peer Group. | | |
Compensation Mix
How Total Compensation Pay Levels Are Determined. For NEOs, targeted total cash compensation and long-term incentive compensation are intended to be competitive with comparable pay levels for similar positions at Peer Group companies when target levels of Eastman corporate, business, functional organization, and individual performance are achieved. Depending upon Company, business, functional unit, and individual performance, executive officers could receive more or less than their target amount. As part of its decision making process, the Compensation Committee reviewed: •analyses of the total compensation for executives with similar positions at the Peer Group companies; •general market cash and equity compensation practices and trends; and •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. In setting total targeted compensation for the NEOs for 2024, the Compensation Committee also considered individual performance, scope of responsibilities, critical needs and skill sets, leadership potential, and succession planning.
Annual Incentive Compensation
Annual Incentive Compensation Eastman maintains an annual incentive plan for executives known as the Unit Performance Plan (“UPP”). All NEOs participate in the UPP as well as employees through the manager level. The plan is designed to motivate and reward executives and other participants for driving short-term (annual) performance related to their function/unit and the Company as a whole.
How the UPP works
| At the start of the year | • | Throughout the year | • | After year-end | | Compensation Committee establishes corporate performance measures, targets and individual executive performance goals | | Compensation Committee tracks corporate and individual performance | | Compensation Committee evaluates corporate performance achievements; Compensation Committee evaluates individual performance, payout funded and individual awards distributed |
How the UPP works
| 2024 Financial Performance Measures: | Threshold / Target / Maximum Performance Target: | Actual Performance | Payout Factor | | •Adjusted EBIT (40%)1 | $500 million / $1.25 billion / $1.44 billion | $1.298 billion | 125% | | •Modified Operating Cash Flow (40%)2 | $540 million / $1.35 billion / $1.55 billion | $1.287 billion | 88% | | 2024 Strategic and Execution Measures (20%) | | | | | •Safety | | | | | •OSHA recordable | 15% reduction | Exceeded | | | •Tier 1 PSE | 10% reduction | Achieved | | | •Tier 2 PSE | 10% reduction | Exceeded | | | •Serious Injuries and Fatalities | Zero | Not Achieved | | | •New Business Generation | $550 million | $589 million | | | •Inclusion Scorecard Performance | •Inclusion and Engagement Perspectives •Talent Trends for Leadership and Professionals •Health of Talent Practices | Exceeded Partially Achieved Achieved | | | 2024 Strategic and Execution Measures (20%) | | | 102% | | Total Weighted Payout as a Percentage of Target: | | | 106% |
How the UPP works
| NEO UPP Payout | = | NEO UPP Target Opportunity Percentagex | Corporate Payout Percentagex | Individual Performance Factorx | Base Salary |
How the UPP works
| Executive | Target Base Salary (s) | Target UPP (%) | Target UPP ($) | Corporate Payout (%) | Individual Adjustment Factor (%) | Payout ($) | | Mark J. Costa | 1,400,000 | 150% | 2,100,000 | 106% | 100% | 2,226,000 | | William T. McLain, Jr. | 825,000 | 100% | 825,000 | 106% | 100% | 874,500 | | Brad A. Lich | 855,000 | 100% | 855,000 | 106% | 100% | 906,300 | | Stephen G. Crawford | 705,000 | 85% | 599,250 | 106% | 100% | 635,205 | | B. Travis Smith | 700,000 | 90% | 630,000 | 106% | 115% | 767,970 |
UPP Payout Percentage 2020-2024
UPP Payout Percentage 2020-2024
UPP Payout Percentage 2020-2024
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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. Important elements of the executive equity-based compensation program include performance share awards ("PSAs"), stock options and restricted stock units ("RSUs"). Under the Company’s long-term incentive compensation program, NEOs receive PSAs, stock options, and RSUs to directly link future compensation to stockholder and capital returns and as a retention incentive. For 2024, the Compensation Committee approved a long-term incentive compensation program under which the payouts are 100% at-risk. 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 long-term compensation survey data for Peer Group companies. The Committee reviews analyses of Peer Group total target compensation, long-term stock-based compensation, and general market stock-based incentive compensation practices and trends. The Compensation Committee also regularly reviews the potential realizable value of each NEO’s outstanding unvested, unexercised, and unrealized stock-based awards compared to similar pay of executives at the Peer Group companies in determining stock-based incentive pay opportunity levels.
2024-2026 Long-term Compensation Awards and Performance Metrics
2024-2026 Long-term Compensation Awards and Performance Metrics In February 2024, the Compensation Committee approved the equity mix and performance metrics for the 2024 – 2026 long-term incentive compensation plan applicable to each of the NEOs, as detailed in the table below.
2024-2026 Long-term Compensation Awards and Performance Metrics
| PSAs (60%) | PSAs comprised approximately 60% of the equity mix. While the performance share mix allocation decreased slightly year-over-year, it remains in line with peer data. 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: •Relative total shareholder return (“rTSR”)1 - 60% •Return on invested capital (“ROIC”)2 - 40% | | Stock Options (20%) | Stock options comprised approximately 20% of the equity mix. The stock options time-vest 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 derives the value of options using a variation of the Black-Scholes option-pricing model. | | RSUs (20%) | RSUs comprised approximately 20% of the value of their respective long-term incentive compensation awards. RSUs were added to the equity mix to provide resilience across business cycles and varying market conditions. RSUs are paid out in unrestricted shares of Eastman common stock upon satisfaction of the three-year vesting period. |
2024-2026 Long-term Compensation Awards and Performance Metrics
For the 2024-2026 long-term incentive compensation plan, the Committee: •eliminated the performance modifier moving the strategic and operation goals to the annual incentive plan to create more near-term actionable goals in individual annual performance commitments; •replaced the matrix multiplier table with separate formulas for rTSR and ROIC metrics to provide a simple and direct framework for measuring and communicating our performance award objectives; and •approved threshold, target, and maximum payout performance goals for both metrics. These changes significantly reduce the possibility of an above target payout with below median rTSR performance absent a significant out-performance on the ROIC metric. The ROIC target was utilized to help drive performance and efficiency on corporate and strategic business initiatives, and planned capital projects for the performance period. (1) rTSR 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. With respect to the rTSR metric, the comparison companies for the 2024 - 2026 performance share awards include the group of 39 companies within the S&P 1500 “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”). (2) ROIC 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. ROIC performance is determined based on the arithmetic average for each of the years during the performance period. For more information, see "Reconciliation of Non-GAAP Financial Measures" in Annex A.
2024-2026 Long-term Compensation Awards and Performance Metrics
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2022-2024 Performance Share Payouts
2022-2024 Performance Share Payouts In early 2024, the Compensation Committee reviewed performance results and approved a payout of PSAs to the NEOs for the 2022 - 2024 performance period. These payouts are reported in the “Stock Awards” column of the “2024 Option Exercises and Stock Vested” table. The following tables show the targets and the payout matrix for the 2022 - 2024 performance shares:
2022-2024 Performance Share Payouts
| Performance Years | Target Return on Capital | Actual Return on Capital | Total Stockholder Return (“TSR”) Target Quintile | | 2022, 2023, and 2024 | 8.50% | 10.00% | 3rd Quintile 50 — 59% |
2022-2024 Performance Share Payouts
| Eastman TSR Relative to Comparison Companies | Weighted Return on Capital | | | | | | | | ≥ 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 |
2022-2024 Performance Share Payouts
For the Company’s 2022-2024 performance share award long-term incentives, the Committee approved a modifier designed to hold leaders accountable for driving strategic corporate goals (the “Modifier”). The Modifier provided for 10% upward adjustment or -5% downward adjustment based on performance outcomes for the following measures:
2022-2024 Performance Share Payouts
| Goal | Target | Outcome | Modifier Earned | | Climate Change – Decrease Actual Greenhouse Gas Emissions | Reduce by 15.6% to 23.7% or better from 2017 baseline target. | Met | 2.50% | | Circularity – Millions of Pounds of Waste Plastic Recycled | 185 – 220 million pounds | Did not meet | 0 | | Business and Technical Leadership Population Goals | 19% - 23% or higher | Did not meet | 0 | | Business and Technical Leadership Population Goals | 39% - 41% or higher | Met | 2.50% | | | | Total Earned | 5.00% |
2022-2024 Performance Share Payouts
For the 2022 - 2024 PSAs, the Committee approved payouts for the NEOs at 135% of target award levels (of a possible 250% of the target award) based on the Company’s three-year (2022 - 2024) TSR ranking in the 3rd quintile (50%) of comparison companies, the Company attaining an average ROIC of 10.0% (compared to a target return goal of 8.50%), and performance on the strategic corporate goals under the Modifier.1 Over the last five performance cycles the actual performance share payouts have been:
2022-2024 Performance Share Payouts
| Performance Share Award Cycle | 2018-2020 | 2019-2021 | 2020-2022 | 2021-2023 | 2022-2024 | | Year of Payout | 2021 | 2022 | 2023 | 2024 | 2025 | | Payout Percentage of Target | 130% | 100% | 100% | 80% | 135% |
2022-2024 Performance Share Payouts
(1) Measurement of ROIC for the PSAs was based on non-GAAP earnings excluding the same items as excluded in the Company's publicly disclosed non-GAAP financial measures for 2022, 2023 and 2024. 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.
2022-2024 Performance Share Payouts
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Stock Option Granting Practices
Stock Option Granting Practices We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. The Company’s practice is to grant long-term incentive equity awards to executive officers in February each year at the first in-person meeting of the Compensation Committee. The Compensation Committee reviews and approves the value and amount of the equity compensation to be awarded (inclusive of RSUs, PSAs, and stock options) to executive officers. The February meeting of the Compensation Committee typically occurs two weeks after the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year. In 2024, the stock options approved by the Committee were effective approximately two weeks following the filing of the Form 10-K. Neither the Compensation Committee nor the Board took material nonpublic information into account when determining the timing and terms of equity awards in 2024. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives. Moreover, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Other Compensation and Benefits
Other Compensation and Benefits The Company’s NEOs also participate in benefit plans generally available to all other employees, including the Eastman Investment Plan, a 401(k) retirement plan, a plan for U.S. employees with pay above Internal Revenue Code limits, and a deferred compensation plan for management-level employees. These benefits are intended to keep Eastman competitive in attracting and retaining executive and other management-level employees. We have also entered into a severance agreement, as described below, and limited change-in-control severance agreements with certain of our executive officers and provide a modest program of executive perquisites and personal benefits. For more information, see narrative disclosures under “Compensation Tables — Summary Compensation Table,” “Executive perquisites and personal benefits,” and “Executive termination and change-in-control agreements” below. The Company provides only limited perquisites to our NEOs, and those perquisites are designed to provide specific benefits. The Compensation Committee annually reviews the types and amounts of perquisites provided to executive officers and the tax treatment of those perquisites for both the Company and executive officers. There are no tax gross-up payments made by the Company for any imputed income to the executive officers on perquisites or personal benefits.
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. Accordingly, 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 compensation for the CEO and two-times base salary plus target annual variable cash compensation for other executive officers, neither of which provide for any tax “gross-up” payments to executives. For more information, see "Termination and Change-in-Control Arrangements" below.
Executive Termination and Change-in-Control Agreements
| Analysis of Executive Compensation Risk | | 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. In 2024, Aon, the Compensation Committee’s independent compensation consultant, conducted an assessment of risk related to 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. |
Summary Compensation Table
Summary Compensation Table
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 | 2024 | $1,397,355 | 0 | $9,079,982 | $2,288,221 | $2,226,000 | $360,523 | $587,721 | $15,939,802 | | | 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 | | William T. McLain, Jr. EVP and CFO | 2024 | 817,164 | 0 | 2,246,716 | 566,157 | 874,500 | 152,484 | 102,873 | 4,759,894 | | | 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 | | Brad A. Lich EVP and CCO | 2024 | 852,289 | 0 | 2,667,898 | 672,317 | 906,300 | 158,325 | 123,982 | 5,381,111 | | | 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 | | Stephen G. Crawford EVP - Methanolysis Ops and WWE&C Transformation | 2024 | 703,253 | 0 | 2,059,396 | 518,991 | 635,205 | 254,074 | 79,084 | 4,250,003 | | | 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 | | B. Travis Smith EVP - AFP, Manufacturing, WWE&C and HSE | 2024 | 680,016 | 0 | 1,778,740 | 448,211 | 767,970 | 270,522 | 75,498 | 4,020,957 | | | 2023 | 615,689 | 0 | 1,848,839 | 407,916 | 411,060 | 171,295 | 44,353 | 3,499,152 |
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 ROIC 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 2024 mailed and delivered electronically with this proxy statement for a description of the assumptions made in the valuation of 2024 stock awards under FASB ASC Topic 718. For more information about stock and option awards, see “2024 Grants of Plan-Based Awards” and “2024 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, 2022 and ending December 31, 2024, beginning January 1, 2023 and ending December 31, 2025, and beginning January 1, 2024 and ending December 31, 2026, 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 (2022 — $13,879,095, 2023 — $13,120,888, 2024 - $15,030,682); Mr. McLain (2022 — $3,290,919, 2023 — $3,246,482, 2024 - $3,719,062); Mr. Lich (2022 — $3,290,919, 2023 — $3,855,231, 2024 - $4,416,400); Mr. Crawford (2022 — $2,861,794, 2023 — $2,975,861, 2024 - $3,409,152 ); and Mr. Smith (2023 — $2,164,321, 2024 — $2,944,444). (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 “2024 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.
Summary Compensation Table
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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 2024, 2023, and 2022. The actuarial present value calculations are based on prescribed Internal Revenue Service (“IRS”) mortality tables and assume individual compensation and service through December 31, 2024, December 31, 2023 and December 31, 2022, respectively, with benefit commencement at the normal retirement age of 65. Benefits were discounted using a 5.64% discount rate for the ERAP and a 5.60% discount rate for the ERIP/URIP for the 2024 calculation, a 5.22% discount rate for the ERAP and 5.21% for the ERIP/URIP for the 2023 calculation, and a 5.58% discount rate for both the ERAP and the ERIP/URIP for the 2022 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 Executive Deferred Compensation Plan ("EDCP"), an unfunded, nonqualified deferred compensation plan into which executive officers can defer compensation until retirement or termination from the Company. For 2024, 2023, and 2022, 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 “2024 Nonqualified Deferred Compensation” table for additional information about the NEOs’ EDCP accounts. (5)The items of “All Other Compensation” reported for the NEOs for 2024 are identified and quantified below: •Annual Company contributions to defined contribution plans. The amounts reported for 2024 are the total annual Company contributions to the accounts of Messrs. Costa ($149,381), McLain ($75,233), Lich ($74,783), Crawford ($57,455), and Smith ($54,476) in the Eastman Investment Plan, a 401(k) retirement plan, and in the EDCP. Contributions to the Eastman Investment Plan equaled $17,250 for each NEO, with the remaining Company contributions to their respective EDCP accounts. See the “2024 Nonqualified Deferred Compensation” table for additional information about Company contributions into the NEOs’ EDCP accounts. Annual Company contributions were based upon actual compensation paid during the calendar year. •Perquisites and other personal benefits. The amounts reported for 2024 are the aggregate values, based on the incremental cost to the Company, of perquisites and personal benefits to the NEOs (described in “Compensation Discussion and Analysis — Other Compensation and Benefits”) as quantified in the following table:
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| Name | Approval Date(1) | Grant Date(2) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($)(6) | Grant Date Fair Value of Stock and Option Awards(7) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | M. J. Costa | | 1/1/2024 | 525,000 | 2,100,000 | 4,200,000 | | | | | | | | | | 2/12/2024 | 1/1/2024 | | | | 7,879 | 65,659 | 164,148 | | | | 7,194,417 | | | 2/12/2024 | 2/27/2024 | | | | | | | 21,887 | | | 1,885,565 | | | | 2/27/2024 | | | | | | | | 108,139 | 86.15 | 2,288,221 | | W.T. McLain, Jr. | | 1/1/2024 | 206,250 | 825,000 | 1,650,000 | | | | | | | | | | 2/12/2024 | 1/1/2024 | | | | 1,950 | 16,246 | 40,615 | | | | 1,780,128 | | | 2/12/2024 | 2/27/2024 | | | | | | | 5,416 | | | 466,588 | | | | | | | | | | | | 26,756 | 86.15 | 566,157 | | B. A. Lich | | 1/1/2024 | 213,750 | 855,000 | 1,710,000 | | | | | | | | | | 2/12/2024 | 1/1/2024 | | | | 2,315 | 19,292 | 48,231 | | | | 2,113,867 | | | 2/12/2024 | 2/27/2024 | | | | | | | 6,431 | | | 554,031 | | | | | | | | | | | | 31,773 | 86.15 | 672,317 | | S. G. Crawford | | 1/1/2024 | 149,813 | 599,250 | 1,198,500 | | | | | | | | | | 2/12/2024 | 1/1/2024 | | | | 1,787 | 14,892 | 37,231 | | | | 1,631,747 | | | 2/12/2024 | 2/27/2024 | | | | | | | 4,964 | | | 427,649 | | | | | | | | | | | | 24,527 | 86.15 | 518,991 | | B.T. Smith | | 1/1/2024 | 157,500 | 630,000 | 1,260,000 | | | | | | | | | | 2/12/2024 | 1/1/2024 | | | | 1,543 | 12,862 | 32,156 | | | | 1,409,329 | | | 2/12/2024 | 2/27/2024 | | | | | | | 4,288 | | | 369,411 | | | | | | | | | | | | 21,182 | 86.15 | 448,211 |
2024 Grants of Plan-Based Awards
(1)The Compensation Committee made stock option, restricted stock unit and performance share awards for the 2024 - 2026 performance period in February 2024. (2)Performance share awards for 2024 - 2026 were effective as of the beginning of the performance period on January 1, 2024. The UPP award opportunities relate to 2024 performance. (3)Estimated possible payouts for 2024 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 2024, the Compensation Committee approved a cash payout of 106% for the 2024 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 2024 - 2026 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 2024 Fiscal Year-End” table, and “Termination and Change-in-Control Arrangements.” (5)Restricted stock units, representing the right to receive unrestricted shares of common stock on February 28, 2027, the third anniversary of the initial award date, subject to continued employment (other than termination by reason of death or disability) and, 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 is payable in cash on the vesting date of the restricted stock units. (6)Nonqualified stock options granted during 2024. Options granted in 2024 have an exercise price equal to the closing price on the NYSE 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 2024 Fiscal Year-End” and “2024 Option Exercises and Stock Vested” tables, and “Termination and Change-in-Control Arrangements.” (7)Per-share exercise prices of the stock options granted in 2024. The exercise price is the closing price of common stock on the NYSE on the grant date. (8)Grant date fair value of each stock-based award was computed in accordance with FASB ASC Topic 718.
2024 Grants of Plan-Based Awards
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2024 Grants of Plan-Based Awards
The following table provides information regarding outstanding option grants and stock awards as of December 31, 2024, held by individuals named in the “Summary Compensation Table.”
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 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 | 53,483 | | | 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 | | | | | | | 131,312 | | | 109.26 | 2/25/2031 | | | | | | | 67,110 | 33,555(4) | | 120.80 | 2/24/2032 | | | | | | | 38,039 | 76,079(5) | | 83.84 | 2/23/2033 | | | | | | | | 108,139(6) | | 86.15 | 2/26/2034 | 21,877 | 1,998,721 | | | | | | | | | | | | 242,020 | 22,101,269 | | 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 | | | | | | | 27,569 | | | 109.26 | 2/25/2031 | | | | | | | 15,913 | 7,957(4) | | 120.80 | 2/24/2032 | | | | | | | 9,412 | 18,824(5) | | 83.84 | 2/23/2033 | | | | | | | | 27,756(6) | | 86.15 | 2/26/2034 | 5,416 | 494,589 | | | | | | | | | | | | 59,883 | 5,468,472 | | B.A. Lich | 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 | | | | | | | 33,373 | | | 109.26 | 2/25/2031 | | | | | | | 15,913 | 7,956(4) | | 120.80 | 2/24/2032 | | | | | | | 11,176 | 22,354(5) | | 83.84 | 2/23/2033 | | | | | | | | 31,773(6) | | 86.15 | 2/26/2034 | 6,431 | 587,279 | | | | | | | | | | | | 71,111 | 6,493,482 | | S. G. Crawford | 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 | | | | | | | 24,667 | | | 109.26 | 2/25/2031 | | | | | | | 13,838 | 6,918(4) | | 120.80 | 2/24/2032 | | | | | | | 8,627 | 17,252(5) | | 83.84 | 2/23/2033 | | | | | | | — | 24,527(6) | | 86.15 | 2/26/2034 | | | | | | | | | | | | 4,964 | 453,313 | | | | | | | | | | | | 54,892 | 5,012,705 | | B. T. Smith | 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 | | | | | | | 5,608 | | | 109.26 | 2/25/2031 | | | | | | | 3,452 | 1,726(4) | | 120.80 | 2/24/2032 | | | | | | | 6,274 | 12,550(5) | | 83.84 | 2/23/2033 | | | | | | | — | 21,182(6) | | 86.15 | 2/26/2034 | 4,288 | 391,580 | | | | | | | | | | | | 42,908 | 3,918,335 |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 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 NYSE on December 31, 2024, the last trading day of 2024. (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 2024, for 2023-2025 and 2024-2026 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 2024, for 2023-2025 and 2024-2026 performance periods, assuming a market value equal to the closing price of the Company’s common stock on the NYSE on December 31, 2024. Any payments under these performance share awards will be determined based on actual performance through 2025 and 2026, respectively, and not on any interim measure of performance. (4)Option became exercisable as to the remaining shares on February 25, 2025. (5)Option became exercisable as to one-half of the shares on February 24, 2025, and becomes exercisable for remaining shares on February 24, 2026. (6)Option became exercisable as to one-third of the shares on February 27, 2025, and becomes exercisable for remaining shares in equal amounts on February 27, 2026 and February 27, 2027. The following table summarizes aggregate values realized upon exercise of options by, and payouts of vested stock for 2024 to, the individuals named in the “Summary Compensation Table.”
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
| | Options | | Stock Awards(1) | | | Name | Shares Acquired on Exercise # | Value Realized on Exercise $ | Shares Acquired on Vesting # | Value Realized on Vesting $ | | M. J. Costa | 210,400 | 7,000,093 | 81,525 | 8,435,391 | | W. T. McLain, Jr. | — | — | 19,331 | 2,000,178 | | B. A. Lich | 59,415 | 1,221,028 | 31,253 | 3,146,717 | | S. G. Crawford | 20,199 | 716,746 | 16,810 | 1,739,330 | | B. T. Smith | — | — | 4,193 | 433,849 |
2024 Option Exercises and Stock Vested
(1)Number of shares received by each NEO upon payout under 2022 - 2024 performance share award 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 NYSE on the payout date.
2024 Option Exercises and Stock Vested
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2024 Option Exercises and Stock Vested
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, 2024.
Pension Benefits
Pension Benefits
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 | 19 | 368,740 | 0 | | | ERIP/URIP | 19 | 4,231,832 | 0 | | W.T. McLain, Jr. | ERAP | 24 | 368,298 | 0 | | | ERIP/URIP | 24 | 1,629,619 | 0 | | B. A. Lich | ERAP | 23 | 451,349 | 0 | | | ERIP/URIP | 23 | 2,151,683 | 0 | | S.G. Crawford | ERAP | 41 | 904,652 | 0 | | | ERIP/URIP | 41 | 2,483,344 | 0 | | B. T. Smith | ERAP | 32 | 409,072 | 0 | | | ERIP/URIP | 32 | 780,782 | 0 |
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. 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. (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 2024. The actuarial present value calculation is based on the prescribed IRS mortality tables, and assumes individual compensation and service through December 31, 2024, with benefit commencement at normal retirement age of 65. Benefits are discounted to present value using a 5.64% discount rate for the ERAP and 5.60% for the ERIP/URIP.
Pension Benefits
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Pension Benefits
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, are allowed to 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.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
2024 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 | $132,131 | $33,105 | $0 | $1,516,881 | | W.T. McLain, Jr. | 0 | 57,983 | 26,524 | 0 | 256,394 | | B. A. Lich | 0 | 57,533 | 270,262 | 0 | 2,558,680 | | S.G. Crawford | 0 | 40,205 | 55,306 | 0 | 1,588,095 | | B. T. Smith | 41,106 | 37,226 | 37,143 | 0 | 301,753 |
2024 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 2024 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. (2)Aggregate amounts credited to participant EDCP accounts during 2024. 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 81 cents per hypothetical share for the first, second, and third quarters and of 83 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, 2024. The portions of the balances from annual Company contributions after provision for certain taxes ($1,330,412 for Mr. Costa, $206,685 for Mr. McLain, $489,314 for Mr. Lich, $297,944 for Mr. Crawford, and $115,786 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 $59,934 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, 2024.
2024 Nonqualified Deferred Compensation
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Pay Ratio
Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of the Chief Executive Officer (the "CEO") to the median of the annual total compensation of our employees (other than the CEO). For 2024, the annual total compensation of the CEO was $15,939,802 and the median of the annual total compensation of all employees (other than the CEO) was $98,002. Accordingly, the CEO’s annual total compensation was approximately 162 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, 2024, our employee population consisted of 14,261 individuals (13,555 full-time and 706 other employees) working at our parent Company and consolidated subsidiaries, with 73% of these individuals located in the United States, 14% located in Europe (primarily Belgium, the Netherlands, and Germany), 10% located in Asia (primarily China, Malaysia, and Singapore) and 3% located in Latin America (primarily Mexico and Brazil). •We selected October 31, 2024, 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 employed in 2024. •Using this methodology, we determined that the median employee was a full-time, hourly, manufacturing operations employee with total compensation for 2024 consisting of wages, overtime pay, cash incentive payment, and annual Company contribution to a 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 2024 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.
Pay Ratio
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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 67, (ii) the compensation actually paid ("CAP") 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 48.
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 | | 2024 | $15,939,802 | $22,784,616 | $4,602,991 | $6,057,996 | $136 | $145 | $908 | $1,298 | | 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 | 1339 | | 2021 | 17,798,861 | 33,704,535 | 5,398,736 | 8,450,911 | 163 | 149 | 867 | 1635 | | 2020 | 13,561,990 | 30,582,035 | 3,791,700 | 6,235,050 | 131 | 118 | 489 | 1216 |
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.
Pay Versus Performance
| 2020 | 2021 | 2022 | 2023 | 2024 | | Curtis E. Espeland | William T. McLain, Jr. | William T. McLain, Jr. | William T. McLain, Jr. | William T. McLain, Jr. | | Brad A. Lich | Brad A. Lich | Brad A. Lich | Brad A. Lich | Brad A. Lich | | Lucian Boldea | Lucian Boldea | Stephen G. Crawford | Stephen G. Crawford | Stephen G. Crawford | | William T. McLain, Jr. | Stephen G. Crawford | Perry Stuckey III | B. Travis Smith | B. Travis Smith | | Kellye L. Walker | | | | |
Pay Versus Performance
(2) The amounts shown for CAP 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. (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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 1500 Chemicals Industry Index. Historical stock performance is not necessarily indicative of future stock performance. (4) We determined Adjusted EBIT, a Non-GAAP measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Other NEOs in 2024. Adjusted EBIT is defined as set forth above under “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program.” See Annex A of this proxy statement for a reconciliation of financial measures under accounting principles generally accepted in the United States (“GAAP”) to Adjusted EBIT, a description of excluded items, and related information.
Pay Versus Performance
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Pay Versus Performance
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the “Summary Compensation Table” amounts.
Pay Versus Performance
| Year | Summary Compensation Table Total for Mark J. Costa ($) | 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 ($) | | 2024 | $15,939,802 | ($360,523) | ($11,368,203) | $259,555 | $18,313,985 | $22,784,616 | | Year | Average Summary Compensation Table Total for Other NEOs ($) | 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 ($) | | 2024 | $4,602,991 | ($208,851) | ($2,739,607) | $117,591 | $4,285,872 | $6,057,996 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the table above are derived from the amounts set forth in the following tables.
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Unvested as of Last Day of Covered Fiscal Year for Mark J. Costa ($) | 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 ($) | Total - Inclusion of Equity Values for Mark J. Costa ($) | | 2024 | $14,055,825 | $2,318,553 | $— | $1,939,607 | $— | $— | $18,313,985 | | Year | Average Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Unvested as of Last Day of Covered Fiscal Year for Other NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Other NEOs ($) | | 2024 | $3,387,285 | $539,948 | $— | $358,639 | $— | $— | $4,285,872 |
Pay Versus Performance
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Relationship between PEO and Other NEO compensation actually paid and TSR
Relationship between PEO and Other NEO compensation actually paid and 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, the Company’s cumulative TSR, and the Peer Group’s cumulative TSR over the five most recently completed fiscal years.
Relationship between PEO and Other NEO compensation actually paid and TSR
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Relationship between PEO and Other NEO compensation actually paid and net income
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 five most recently completed fiscal years.
Relationship between PEO and Other NEO compensation actually paid and adjusted EBIT
Relationship between PEO and Other NEO compensation actually paid and 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 our Adjusted EBIT during the five most recently completed fiscal years.
Relationship between PEO and Other NEO compensation actually paid and adjusted EBIT
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Relationship between PEO and Other NEO compensation actually paid and adjusted EBIT
| ITEM 4 Advisory Vote on Stockholder Proposal | | Stockholder John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of 50 shares of Eastman common stock, has given notice that he intends to submit the following proposal and supporting statement. The Company has reproduced the proposal and supporting statement as provided to the Company by stockholder John Chevedden and has not sought to correct or address the statements with which the Company disagrees: Proposal 4 — Support an Independent Board Chairman Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an expedited basis. It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. It is important to have an independent Board Chairman when a company comes closer to a critical point in its succession planning and given the context of stagnate Eastman Chemical long-term stock performance. The EMN stock price was at $105 in 2018 and again at $105 in late 2024. In addition to the stagnate EMN stock price, 24% of shareholders rejected 2024 EMN executive pay. A 5% rejection is often the norm at well performing companies. EMN has had the same person in both jobs, Chairman and CEO, since 2014. The stagnate EMN stock price is a testament that combining these 2 important jobs at EMN does not work. At minimum this proposal alerts stockholders to the looming need of diligent EMN succession planning and unfortunately reminds shareholders of the long-term stagnate EMN stock performance. Please vote yes: Support an Independent Board Chairman - Proposal 4 |
Relationship between PEO and Other NEO compensation actually paid and adjusted EBIT
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