DEF 14A of Huntsman CORP
Filed Mar 22, 2024 · FY20230001104659-24-037899
BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)
BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)
BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)
| WE ASK THAT YOU VOTE “FOR ALL” OF OUR DIRECTOR NOMINEES | | The following table provides summary information about each of the Board’s director nominees. Please see “Proposal 1—Director Nominees.” Please also read our “Part 2—Board of Directors” section beginning on page 12 for more information regarding our director nominees. We ask you to vote “FOR ALL” of our director nominees using the enclosed proxy card. |
BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)
| Nominee | Age | Director Since | Principal Occupation | Independent | Committees | | Peter R. Huntsman | 61 | 2005 | Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation (our “CEO”) | | N/A | | Mary C. Beckerle | 69 | 2011 | Chief Executive Officer of University of Utah Huntsman Cancer Institute | | Governance, Sustainability | | Sonia Dulá | 63 | 2020 | Former Vice Chair of Bank of America, Latin America | | Compensation (Chair), Audit | | Cynthia L. Egan | 68 | 2020 | Former President of Retirement Plan Services of T. Rowe Price Group and Non-Executive Vice Chair and Lead Independent Director of Huntsman Corporation | | Governance (Chair) | | Curtis E. Espeland | 59 | 2022 | Former Executive Vice President and Chief Financial Officer of Eastman Chemical Company | | Audit, Compensation |
BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)
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BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)
| Nominee | Age | Director Since | Principal Occupation | Independent | Committees | | Daniele Ferrari | 62 | 2018 | Senior Advisor at SK Capital Partners | | Governance, Sustainability | | José Muñoz | 58 | 2022 | President and Global Chief Operating Officer of Hyundai Motor Company | | Compensation, Sustainability | | Jeanne McGovern | 65 | 2021 | Retired Partner, Deloitte & Touche LLP | | Audit (Chair), Governance | | David B. Sewell | 55 | 2022 | Chief Executive Officer of WestRock Company | | Audit, Sustainability | | Jan E. Tighe | 61 | 2019 | Retired Vice Admiral of the U.S. Navy | | Sustainability (Chair), Audit |
EXECUTIVE SUMMARY
| COMPANY PERFORMANCE HIGHLIGHTS | COMPENSATION STRUCTURE AND DECISIONS | | 2023 was a challenging year for our Company due to weak global markets and continued chemical industry destocking. Within this environment, we delivered a solid performance on key financial, strategic, and ESG initiatives. Points of emphasis include: • Financial: Delivered $472 million of adjusted EBITDA(1) and $21 million in free cash(2); realized $297 million in cost improvement through our Optimization Program; maintained investment grade credit ratings with Moody’s, S&P and Fitch; and returned approximately $520 million to stockholders through dividends and share repurchases • Total Shareholder Return: Achieved a cumulative TSR of 8.7% for the three-year period ended December 31, 2023, which ranked at the 50th percentile among our 2021 Performance Peers(3); completed $350 million in share repurchases, building on the approximately $1.8 billion of share repurchases we completed between 2018 and 2022; and increased the dividend by 12% • Strategic: Completed the sale of our Textile Effects Division consistent with our focus on portfolio enhancement; expanded our global business services centers (GBS) in Latin America and Eastern Europe • ESG: Published our 12th annual sustainability report showcasing disclosures in line with TCFD, CDP, SASB and GRI reporting standards; improved our Sustainalytics, MCSI and CDP ratings year-over-year; greenhouse gases and water usage validated by a third party-limited assurance; and outperformed both personal and process safety goals | The primary objective of our executive compensation program is to align the financial interests of our NEOs with the creation of long-term stockholder value. Key features of the program include: • Annual and long-term incentive plans designed to align executives’ pay with Company and share price performance • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to create a sound compensation governance process and support well-informed decision-making During 2023, the Compensation Committee focused on responding appropriately to the challenging global economic environment consistent with our pay-for-performance philosophy. Key decisions included: • Comprehensive assessment and realignment of our CEO’s target compensation mix to have more pay at risk and better aligned with peer group practices. For our CEO this resulted in the following actions: • Reducing his base salary by 23.5% from prior year • Increasing the target value of his long-term stock incentives by 19% • Increasing his cash performance award maximum potential from 2.0 to 2.5 times target • Exercise of Committee discretion to reduce our executive officers’ annual cash performance awards in 2023: • The Company did not attain its threshold goals for EBITDA and free cash flow, but exceeded its target on the Optimization Program. In response, the Committee exercised its discretion to reduce the payout of the 2023 annual cash performance awards to our executive officers by half the amount that would have been payable under the preset goals and capped any such award at $250,000. • With these actions, the Committee reduced our CEO’s cash award to 14% of his target and our other NEOs’ awards were reduced to between 29% and 42% of their respective targets. |
16. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
16. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY? If you are a stockholder of record, you may revoke a previously submitted proxy at any time before the polls close at the Annual Meeting by: • voting again by telephone or through the Internet; • requesting, completing and mailing in a new paper proxy card; • giving written notice of revocation to our Corporate Secretary, which must be received before the Annual Meeting, by mail to Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com; or • attending the Annual Meeting and voting in person (merely attending the Annual Meeting will not revoke a prior submitted proxy). If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other nominee.
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| BOARD OF DIRECTORS |
16. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
DIRECTOR NOMINEES Our business affairs are managed under the direction of our Board. The Nominating and Corporate Governance Committee has recommended, and our Board has nominated, each of the individuals named below for election as a director at the Annual Meeting. All 10 of the Board’s nominees listed below are presently serving as directors, and all have agreed to serve if elected. Presented below is information with respect to the Board’s 10 nominees as directors at this year’s Annual Meeting. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should serve on the Board.
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| Peter R. Huntsman Chairman, President and Chief Executive Officer, Huntsman Age: 61 Director since 1994 | Qualifications, Experience and Expertise Contributed to Our Board • Led the Company through successful execution of various strategic, operational, financial, regulatory, and governance milestones • Demonstrated expertise across many facets of the global chemical industry while serving in both operational and executive leadership positions in the U.S. and abroad • Built valuable and enduring relationships with customers, suppliers, labor unions, political leaders, NGO’s and the communities in which Huntsman operates around the world • Widely recognized as global industry leader ensuring that the Company’s views and interests are well represented on issues of critical importance at every opportunity • Winner, Petrochemical Heritage Award for Outstanding Contributions to the Petrochemical Community (2008) • Demonstrated competency and success in leading acquisition integration over more than 25 transactions and in executing cost optimization programs in excess of $500 million Experience • President and Chief Executive Officer, Huntsman Corporation (2000 – present); Chairman (2018 – present) President and Chief Operating Officer (1994 – 2000) • Began his career at the Company’s Olympus Oil subsidiary in 1983 and, starting in 1987, served in a series of general management positions, each with increasing scope and responsibility Other Boards • Board member, European Chemical Industry Council (CEFIC) (2023 – present); CEFIC is the European counterpart of the American Chemistry Council representing chemical industry members employing more than 1.2 million workers with revenues in excess of $500 billion and R&I investments in excess of $10.5 billion • Chairman Emeritus of the Board of Directors (2023), Chairman of the Board of Directors (2022), Chairman of the Executive Committee of the Board (2021), and Member of the Executive Committee of the Board (2020 – present) of the American Chemistry Council, the chemical industry’s principal trade, education, and advocacy association representing more than $550 billion in enterprise value • Chairman of the Board of Directors and CEO, Huntsman Cancer Foundation, which raises funds to support the ongoing research, treatment, and educational programs at the University of Utah • CEO, Huntsman Foundation • Serves on oversight boards and leadership councils of several academic, health and hospital services, and charitable institutions, including the Board of Overseers of the Wharton School of Business at the University of Pennsylvania; the Memorial Hermann Health Systems Board of Directors; the Board of Directors for the Cynthia Woods Mitchell Pavilion; and the Board of Advisors for Interfaith of The Woodlands • Former Independent Director, Venator Materials PLC, a global pigments company headquartered in the UK, which separated from Huntsman in 2017 |
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| Cynthia L. Egan Age: 68 Lead Independent Director and Non-Executive Vice Chair Independent Director since 2020 Committees: • Nominating and Corporate Governance (Chair) | Qualifications, Experience and Expertise Contributed to Our Board • Broad-based executive experience in the investment management industry, together with strong corporate financial acumen, ensures that our investor and stockholder perspective sits directly in the Company’s boardroom and that management remains focused on priorities of our stockholders • Extensive executive leadership experience developing successful high growth and complex operating companies • Demonstrated expertise around corporate governance and best practices experience developed while serving on boards of publicly traded companies • Significant experience, including board-level oversight, with the developing ESG-related trends in human capital management, sustainability, and governance-related matters Experience • Senior Advisor to the U.S. Department of the Treasury on domestic employment retirement security (2014 – 2015) • President of Retirement Plan Services, T. Rowe Price Group from 2007 until her retirement in 2012; served as founding chair of its Women’s Roundtable • Senior executive at Fidelity Investments (1989 – 2007), including Executive Vice President and Head of Fidelity Institutional Services Company, President of the Fidelity Charitable Gift Fund and Executive Vice President of Fidelity Management Research Company • Started her career at the Federal Reserve Board of Governors and worked at KPMG Peat Marwick and Bankers Trust Other Boards US-Listed Companies • Independent Director and Chair of the Board of Directors and member of the Compensation and Human Capital Committee of The Hanover Insurance Group, one of the largest publicly traded property and casualty insurance companies in the United States (2015 – present) • Independent Director, The Unum Group, a leading provider of financial protection benefits internationally and the largest provider of disability income in the world (2014 – present) • Independent Trustee, BlackRock Fixed-Income Complex, a complex of closed-end funds and open-end non-index fixed-income funds (2016 – present) • Former Independent Director, Envestnet, Inc., a financial technology corporation which provides wealth management platforms and products to financial advisors and institutions Other • Chair, Board of Visitors of the University of Maryland School of Medicine Education • B.S., Boston College |
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| Dr. Mary C. Beckerle Chief Executive Officer, Huntsman Cancer Institute Age: 69 Independent Director since 2011 Committees: • Nominating and Corporate Governance • Sustainability | Qualifications, Experience and Expertise Contributed to Our Board • Extensive executive, strategic, and operational experience, including overall leadership and accountability as CEO for management of a Comprehensive Cancer Center with more than 3,000 personnel and over $1 billion of annual clinical and research revenue, enables Dr. Beckerle to provide valuable strategic insights related to management, product innovation and business development to Huntsman management and the Board • Broad experience and deep knowledge base in state-of-the-art corporate governance practices, sustainability, risk management, and regulatory compliance as CEO of a world-class healthcare delivery organization and an Independent Director of Johnson & Johnson, the world’s largest healthcare company • Deep experience in science and technology at operational, executive management, and board oversight levels enables her to provide valuable insight and guidance related to organic and inorganic research and development opportunities and to ensure ongoing focus on innovation which fuels value generation at the Company Experience • Chief Executive Officer (2011 – present) and Executive Director (2006 – 2011), University of Utah’s Huntsman Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center; transformed HCI from an institution unranked 10 years ago to one which today ranks #33 out of more than 4,500 hospitals evaluated by the U.S. News & World Report • Distinguished Professor and Associate Vice President for Cancer Affairs, University of Utah (present); joined University of Utah in 1986 • Guggenheim Fellow and Rothschild-Yvette Scholar at the Curie Institute, Paris, France (1999 – 2000) Other Boards US-Listed Companies • Independent Director, Chair of the Science & Technology Committee and member of the Regulatory Compliance & Sustainability Committee of the Board of Directors of Johnson & Johnson, a global Fortune 50 healthcare company engaged in the development, manufacturing, and distribution of medical device, pharmaceutical and consumer health products (2015 – present) • Independent Director, Exelixis, Inc., a genomics-based drug discovery company, that developed Cometriq (2024 – present) Other • Elected Member, National Academy of Sciences (USA), American Philosophical Society, and American Academy of Arts and Sciences • Member, Medical Advisory Board of the Howard Hughes Medical Institute • Member, Cancer Policy and Scientific Advisory boards at Duke University, Georgetown University, University of Pennsylvania and the National Center for Biological Sciences in Bangalore (India) • Previously served on the Cancer Policy and Scientific Advisory Boards at Dana Farber/Harvard Cancer Center and the Board of Scientific Advisors, National Cancer Institute (USA), Advisory Committee to the Director of the National Institutes of Health, the Board of Directors of the American Association for Cancer Research, as the President of the American Society for Cell Biology, and as the Chair of the American Cancer Society Council for Extramural Grants • Member and Sub-Committee Chair, Blue Ribbon Panel for Vice-President Biden’s Cancer Moonshot Initiative • Governance Fellow, National Association of Corporate Directors (NACD) • NACD Directorship 100 Award (2018) for leadership and excellence in the Boardroom Education • B. A. in Biology and Psychology, Wells College • Ph.D. in Molecular, Cellular, and Developmental Biology, University of Colorado Boulder • Post-doctoral fellow in Anatomy and Cell Biology, University of North Carolina Chapel Hill • Fellow, Executive Leadership in Academic Medicine, Drexel University • Aspen Institute, Executive Seminar |
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| Sonia Dulá Age: 63 Independent Director since 2020 Committees: • Compensation (Chair) • Audit | Qualifications, Experience and Expertise Contributed to Our Board • Extensive international experience and expertise in finance, global capital markets and investment banking brings Board and management valuable insight in connection with strategic growth opportunities and portfolio transformation • Entrepreneurial and executive leadership experience brings a unique perspective in connection with strategic and downstream repositioning • Significant experience in the renewable and sustainable energy field as public company board director with oversight of sustainable infrastructure projects and solutions, especially in the renewable energy space, provides Board and management with valuable insight and supports sustainability strategies Experience • Vice Chairman, Latin America, Bank of America Global Corporate and Investment Banking Division from 2013 until her retirement in 2018; between 2007 and 2013, headed Merrill Lynch’s Wealth Management Division in Latin America, and led the Latin America Corporate and Investment Banking Division • Former Chief Executive Officer, Grupo Latino de Radio, owner/operator of more than 500 radio stations in Latin America and the U.S. Hispanic market • Co-founded Internet Group of Brazil and Obsidiana.com • Former Chief Executive Officer, Telemundo Studios Mexico • Began her career as an investment banker at Goldman Sachs in London and New York, rising to leadership positions Other Boards • Independent Director and member of the Audit and Sustainability Committees of Acciona, S.A. (Spain), a global renewable energy and infrastructure developer (2019 – Present); Acciona representative on board of Acciona Energia, a 100% renewable energy company that is more than 80% owned by Acciona (2021 – present) • Independent Director and member of the Audit Committee of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), a global financial services group (March 2023 – present) • Former Independent Director, Hemisphere Media Group, Inc., a Spanish language media company and Millicom International Cellular, S.A., a provider of broadband, cable and cellular network services in Latin America • Former Independent Director, Prisa, S.A. (Spain), a leading Spanish and Portuguese-language media and education group • Member, Latin America Strategic Advisory Board of Itaú-Unibanco • Life Member, Council on Foreign Relations • Previously served on the boards of the Council of the Americas, Women’s World Banking and the Arsht Center for the Performing Arts Education • B.A. in Economics, Harvard University • MBA, Stanford University |
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| Curtis E. Espeland Age: 59 Independent Director since 2022 Committees: • Audit • Compensation | Qualifications, Experience and Expertise Contributed to Our Board • More than 20 years of broad-based financial and executive level experience in the specialty materials and differential chemicals industry globally, including 12 years as CFO at Eastman Chemical, where senior management team delivered TSR of greater than 400% • Critical industry insight developed during career at Eastman that included demonstrated success in executing M&A strategy to drive portfolio transformation and margin expansion • Significant expertise and experience in corporate strategy, M&A, investor/stockholder relations, accounting and financial reporting, taxation, and enterprise risk management Experience • Chief Financial Officer (2008 – 2020) and Executive Vice President (2014 – 2020), Eastman Chemical Company, an advanced materials and specialty additives manufacturer; Vice President and Chief Accounting Officer (from 2002 – 2008) • Revitalized Eastman’s M&A strategy, resulting in greater than $9 billion of acquisitions; led integration of two of Eastman’s largest acquisitions; directly involved in the company’s Enterprise Risk Management Program and oversaw the company’s corporate strategy, information technology, cybersecurity and corporate communication programs • From 1986 – 1996, held positions of increasing responsibility at Arthur Andersen, performing audit, financial due diligence and business consulting services in the banking, manufacturing, media and telecommunications industries in the U.S. and across the globe Other Boards US-Listed Companies • Lead Independent Director, member of the Audit Committee and member of the Finance Committee of the Board of Directors of Lincoln Electric Holdings Inc., a world leader in design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxyfuel cutting equipment; previously served as chair of the Audit Committee for five years (2012 – present) Other • Independent Director and Chair of the Audit Committee of the Board of Directors of Nouryon, the former specialty chemicals division of AkzoNobel • Member of the Lead Director Network, Tapestry Networks • Dean’s Advisory Council of the Ivy College of Business at Iowa State University Education • B.A. in Accounting, Iowa State University • MBA, University of Chicago Graduate School of Business • Completed the Advanced Management Program at Harvard Business School |
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| Daniele Ferrari Senior Advisor at SK Capital Partners Age: 62 Independent Director since 2018 Committees: • Nominating and Corporate Governance • Sustainability | Qualifications, Experience and Expertise Contributed to Our Board • More than 35 years of global executive and operational leadership in the chemical industry, including leading the strategic repositioning of Versalis to achieve significant profitability, enables Mr. Ferrari to provide the Board and management of Huntsman direct and invaluable insights into industry management in the ordinary course and effective oversight of the Company’s strategic business plans and global operations • Dedicated and demonstrated track record developing and executing global sustainability initiatives and strong relationships with international organizations focused on environmental protection, including pioneering and leading the strategic initiative to modernize inefficient assets with fully integrated green, renewable chemical and circular economy processes, provides perspective into the key operational and functional opportunities facing Huntsman, especially those relating to sustainability Experience • Senior Advisor, SK Capital Partners, a private equity investment firm focused on specialty materials, chemicals and pharmaceuticals (2021 – present) • Chief Executive Officer, Versalis S.p.A., one of Europe’s largest chemical companies (2011 – 2020) • Previously served in numerous roles at Huntsman, culminating in the role of President of the Performance Products division • Previously served at Imperial Chemical Industries (ICI) and Agip Petroli, a subsidiary of Eni S.p.A., a leading international oil and gas company Other Boards • Supervisory Board Member and Chair of the Compensation Committee, New Heubach Group, a global manufacturer of pigments • Supervisory Board Member and Chair of the Sustainability Committee, SEQENS, a worldwide leader in pharmaceutical solutions and specialty ingredients • Chair of the Supervisory Board of Ecopol S.p.A. • Past Chairman of the Board of Directors of Matrìca S.p.A., a Versalis joint venture with Novamont, an industry leader in bio plastics and green chemistry and marketing of medical devices, pharmaceuticals and consumer packaged goods • Past President, European Chemical Industry Council (CEFIC) (2018 – 2020) • Past President, PlasticsEurope Bruxelles, the association of European plastics manufacturers (2013 – 2018) • Board Member, Alliance to End Plastics Waste • Board Member, Oxford University Business Economics Program • Former Independent Director of Venator Materials PLC Education • Diploma in Industrial Chemistry, Istituto San Giorgio (Italy) • Honorary Master Degree in Chemical Sciences, University of Ferrara (Italy) |
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| Jeanne McGovern Age: 65 Independent Director since 2021 Committees: • Audit (Chair) • Nominating and Corporate Governance | Qualifications, Experience and Expertise Contributed to Our Board • Demonstrated and disciplined leadership of the Company’s Audit Committee informed by extensive track record of success in public accounting, financial management and reporting, M&A advisory, risk management and internal controls and audit functions • Significant experience with best practices in the corporate governance field with and enhancing the effectiveness of board audit committees • Deep experience in industrial and consumer products, chemical manufacturing, and life sciences, as well as strong understanding of the business, economic, and compliance environments in which Huntsman and many of its customers operate Experience • 40-year audit and advisory career at Deloitte & Touche LLP (retired in 2020), most recently as Partner, where she provided lead audit services to Fortune 500 public companies and their audit committees, as well as advisory services relating to M&A and divestitures, strategic business model transformation, financing transactions, and other strategic priorities to a wide range of companies in the consumer, pharmaceutical, materials and industrial segments • Held significant management roles in Deloitte’s corporate office, including in the Office of the CEO’s U.S. National Leadership; also served as Independence Leader for the U.S. Audit and Assurance practice directing policy recommendations on the impact of regulations Other Boards US-Listed Companies • Independent director and member of the Audit & Ethics Committee of the Board of Directors of Flexsteel Industries, a global leader in the design, production and manufacturing of high-quality residential furniture doing business for more than 120 years (2022 – present) Other • Previously served on boards of Oak Knoll School of the Holy Child, Junior Achievement, and the National Committee on the Prevention of Child Abuse Education • B.A. in Accounting, Syracuse University • CPA and Member of the American Institute of Certified Public Accounting and the Washington Society of Certified Public Accountants |
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| José Antonio Muñoz Barcelo COO, Hyundai Motor Company Age: 58 Independent Director since 2022 Committees: • Compensation • Sustainability | Qualifications, Experience and Expertise Contributed to Our Board • Sitting President and COO of a $100B plus revenue business with extensive international experience in global automotive markets that are increasingly important to Huntsman’s current and prospective business strategies • Demonstrated experience delivering innovation and record results, including executive oversight of development and implementation of Hyundai’s fuel cell vehicle and mobility services strategy and Hyundai’s achievement of global sales of almost 4 million cars, nearly $88 billion in total 2020 revenues and $4.7 billion in global profits • Broad expertise and deep experience across operations, engineering, sales and marketing, global-scale management, development and execution of global growth strategies, and turnaround and corporate restructuring brings unique and invaluable perspectives into the boardroom • Developed extensive and unique skills in identifying and maturing key talents of employees, an important component of his success in executing the organizational improvements he spearheaded at various companies throughout his career • Demonstrated expertise and experience in creating, establishing and building brand identity and customer loyalty, key components of the Company’s current business strategies • Brings extensive knowledge and experience from Hyundai’s leading EV business to the Company’s continuing drive toward enhancing sustainable solutions in the critical EV and battery markets Experience • President and Global Chief Operating Officer of Hyundai Motor Company, the South Korean headquartered manufacturer of ICE, EV and Hydrogen Fuel Cell vehicles, where he is responsible for global operations strategies and their successful implementation, delivering profitable growth and improving the overall performance of Hyundai Motor Company; also serves as President and CEO of Hyundai Motor America and Genesis Motor America, Hyundai’s largest operating subsidiary (2019 – present) • Chief Performance Officer, Nissan Motor Co., Ltd., a global manufacturer of automobiles (2016 – 2019) and Chairman of Nissan’s Management Committee China (2018 – 2019), where he led Nissan’s China division including manufacturing, engineering design, sales and marketing, administration and finance; joined Nissan in 2004 • Senior operational and executive managerial positions at Toyota Motor Europe and Daewoo Motor Iberia in charge of sales, operations and network development Other Boards • Board Member, Hyundai Motor Company (2023 – Present) • Board Member, Pacific Council on International Policy, Los Angeles • Board Member, Motional, Inc., a joint venture between automotive technology expert Aptiv and the Hyundai Motor Group (2022 – Present) • Vice Chairman, Alliance for Automotive Innovation • Commissioner of Coalition for Reimagined Mobility (ReMo) • Industry Leadership Award by Society of Automotive Engineers (SAE) Foundation • Member, Official Association of Industrial Engineers of Madrid • Past President of the Alumni Association of IE Business School in Brussels and Paris Education • MBA, Instituto de Empresa (IE) Business School (Madrid) • Ph.D. in Nuclear Engineering, Polytechnic University of Madrid • Completed Executive Management Programs at Cranfield School of Management (U.K.) and INSEAD Business School (France/Japan) |
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| David B. Sewell President and CEO, WestRock Company Age: 55 Independent Director since 2022 Committees: • Audit • Sustainability | Qualifications, Experience and Expertise Contributed to Our Board • Sitting CEO of a Fortune 500 public company and proven executive with strong track record for driving profitable growth • C-suite experience with broad insights in core downstream markets for the Company • Demonstrated competence and experience in multiple operational areas that benefit the Huntsman management team and Board including global manufacturing, operations, sales and marketing, and strategic planning and implementation • Over 25 years of commercial, marketing and general management experience at some of the most prominent industry leaders, including in specialty chemicals industry • Demonstrated expertise and deep understanding of adhesives, coatings and elastomer (ACE) markets, key growth segments in Huntsman’s portfolio Experience • President and Chief Executive Officer, WestRock Company, one of the world’s largest paper and packaging companies, generating $18.7 billion in sales and employing nearly 50,000 associates world-wide (2021 – present) • President and Chief Operating Officer (2019 – 2021), The Sherwin-Williams Company, a global leader in the paint and coatings businesses, where he was responsible for all operating segments and more than 60,000 employees globally and also supported all operating divisions, managed end-to-end global manufacturing, sourcing and supply chains that maximized assets and resources globally to help drive world class processes and working capital; President of the Performance Coatings Group, where revenue grew from $2.8 billion to $6.1 billion (2014 – 2019); joined Sherwin-Williams in 2007 • 15-year tenure at General Electric in its Plastics and Advanced Materials Division in a variety of senior commercial, global sales and marketing, and business performance positions with increasing responsibilities Other Boards US-Listed Companies • Board Member, WestRock Company (2021 – present) Other • Trustee, The Cleveland Clinic, a non-profit academic medical center Education • B.A. in Economics, University of Southern California |
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| Jan E. Tighe Age: 61 Independent Director since 2019 Committees: • Sustainability (Chair) • Audit | Qualifications, Experience and Expertise Contributed to Our Board • Specialized expertise from direct operational and oversight experience in cybersecurity and information technology deployment and management, including designing and implementing cyber resiliency into operational technology systems and directing complex cyber and intelligence operations, which are areas of increasing focus for Huntsman and the Audit Committee • Decorated U.S. Navy veteran with broad-based executive leadership experience and uniquely valuable global perspective gained during her Naval career, which supports and aligns with the Board’s material risk oversight function, among others • Strategic planning, risk assessment and mitigation, and strategy execution expertise Experience • Vice Admiral, U.S. Navy (Retired); from 1984 until her retirement in 2018, served in various roles of increasing seniority for the Navy and National Security Agency (NSA), including Commander of the U.S. Fleet Cyber Command U.S. Tenth Fleet, where she directed operations and defense of Global Navy IT Networks; also led Signals Intelligence Operations and Offensive Cyberspace Operations in that role as the Navy Component Commander to NSA and U.S. Cyber Command, respectively • Served as Deputy Chief of Naval Operations for Information Warfare and had significant executive responsibilities as Director of Naval Intelligence, U.S. Navy’s Chief Information Officer, Director of Cybersecurity, and as a member of the U.S. Navy’s Corporate Board, collaboratively planned and financed $150 billion annually to support global U.S. Navy operations; led planning and resource programming for Navy Information Warfare Capabilities, including Cyber Resiliency and IT Network Modernization, and spearheaded the Navy’s digital transformation Other Boards US-Listed Companies • Independent Director and member of the Audit, Risk and Corporate Governance and Nominating Committees of Goldman Sachs Group, Inc., a global investment bank and financial services company (2018 – present) • Independent Director and member of the Audit, and Risk and Cybersecurity Committees of General Motors Company (2023 – present) • Former Independent Director, Progressive Corporation, a Fortune 100 American property and casualty insurance company • Former Independent Director, IronNet, Inc., a global network security company serving the defense, financial services, energy and utilities, health care and life sciences industries Other • Member, Defense Science Board • Trustee, The MITRE Corporation • Member, Strategic Advisory Committee, Idaho National Labs—National and Homeland Security Directorate • Board Member, United States Naval Academy Foundation • Board Member, The Alliance for Decision Education • Member and Global Security Expert, Strategic Advisory Group, Paladin Capital Group • Governance Fellow and Directorship Certified, National Association of Corporate Directors Education • B.S. in Theoretical Mathematics, U.S. Naval Academy • M.S. in Applied Mathematics, U.S. Naval Postgraduate School • Ph.D. in Electrical Engineering, U.S. Naval Postgraduate School |
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THE BOARD RECOMMENDS A VOTE ON THE PROXY CARD “FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD.
16. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
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16. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
DIRECTOR COMPENSATION Our Corporate Governance Guidelines provide for compensation for our non-employee directors’ services in recognition of their time and skills. Directors who are also our officers or employees do not receive additional compensation for serving on the Board. Annual compensation for our non-employee directors is composed of cash and equity-based compensation. Cash compensation paid to our non-employee directors consists of an annual retainer and supplemental retainers for the chairs and members of Board committees. Equity-based compensation for 2023 consisted of awards granted under the Huntsman Corporation 2016 Huntsman Stock Incentive Plan (the “2016 Stock Incentive Plan”) in the form of fully-vested stock awards or deferred stock units, at the election of each director. Maintaining a market-based compensation program for our non-employee directors enables our Company to attract qualified members to serve on the Board. With the assistance of Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews our non-employee director compensation practices and compares them to the practices of our peers as well as against the practices of public company boards generally to ensure they are aligned with market practices. We also offer non-employee directors the opportunity to participate in the Huntsman Outside Directors Elective Deferral Plan. This is an unfunded nonqualified deferred compensation plan established primarily for the purpose of providing our non-employee directors with the ability to defer the receipt of director fees. For 2023, none of our non-employee directors elected to participate in this plan. The investment choices available under this plan are identical to the investment choices available under our 401(k) plan. Benefits under the plan are payable in cash distributable either in a lump sum or in installments beginning 30 days after the director ceases to be a member of our Board. Members of the Board may also participate in the Huntsman Director Matching Gift Program. Designed to demonstrate our commitment to worthy causes and attract talented directors, our Company will match charitable contributions made in cash up to a maximum of $10,000 per director per year for organizations located in the United States that are tax exempt pursuant to Section 501(c)(3) of the Internal Revenue Code. The Compensation Committee believes that our total director compensation package is competitive with market practices, as well as fair and appropriate in light of the responsibilities and obligations of our non-employee directors. Details of our non-employee director compensation program for 2023 are below.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The total 2023 compensation for our non-employee directors is shown in the following table:
DIRECTOR COMPENSATION TABLE
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mary C. Beckerle | $165,000 | $145,000 | $21,391 | $331,391 | | Sonia Dulá | $215,000 | $145,000 | $10,000 | $370,000 | | Cynthia L. Egan | $235,000 | $145,000 | $10,000 | $390,000 | | Curtis Espeland | $175,000 | $145,000 | — | $320,000 | | Daniele Ferrari | $165,000 | $145,000 | $10,993 | $320,993 | | Jeanne McGovern | $215,000 | $145,000 | $5,663 | $365,663 | | José Muñoz | $165,000 | $145,000 | — | $310,000 | | David Sewell | $175,000 | $145,000 | — | $320,000 | | Jan E. Tighe | $195,000 | $145,000 | $23,087 | $363,087 |
DIRECTOR COMPENSATION TABLE
Peter R. Huntsman served as a director of our Company in 2023 but is not included in this table since he is also our CEO. Mr. Huntsman did not receive any additional compensation in 2023 for his service as a director. Thus, the total compensation for Mr. Huntsman’s service as an executive officer of our Company is shown in the 2023 Summary Compensation Table on page 52.
DIRECTOR COMPENSATION TABLE
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DIRECTOR COMPENSATION TABLE
For 2023, non-employee directors received the following cash retainers:
DIRECTOR COMPENSATION TABLE
| Director | Annual Retainer | Audit Committee(a) | Compensation Committee(a) | Nominating & Corporate Governance Committee(a) | Sustainability Committee(a) | Lead Independent Director | | Mary C. Beckerle | $145,000 | — | — | $10,000 | $10,000 | — | | Sonia Dulá | $145,000 | $20,000 | $50,000 | — | — | — | | Cynthia L. Egan | $145,000 | — | — | $30,000 | — | $60,000 | | Curtis Espeland | $145,000 | $20,000 | $10,000 | — | — | — | | Daniele Ferrari | $145,000 | — | — | $10,000 | $10,000 | — | | Jeanne McGovern | $145,000 | $60,000 | — | $10,000 | — | — | | José Muñoz | $145,000 | — | $10,000 | — | $10,000 | — | | David Sewell | $145,000 | $20,000 | — | — | $10,000 | — | | Jan E. Tighe | $145,000 | $20,000 | — | — | $30,000 | — |
DIRECTOR COMPENSATION TABLE
(a) The lead independent director is entitled to an annual retainer of $60,000. Non-employee directors receive a $20,000 annual fee for service on the Audit Committee and a $10,000 annual fee for service on each other committee. In addition, non-employee directors receive an additional supplemental retainer for service as committee chair of $40,000 for the Audit Committee and the Compensation Committee and $20,000 for each of the other committees. All of our directors are reimbursed for reasonable out-of-pocket expenses incurred for attending meetings of the Board or its committees and for other reasonable expenses related to the performance of their duties as directors. (3) This column represents the aggregate grant date fair value of fully vested stock awards or stock unit awards granted in 2023, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 (“FASB ASC Topic 718”). Each director received a stock award or stock unit award covering 4,700 shares based on the grant date fair value on February 16, 2023, of $30.85 per share. Shares underlying stock unit awards are deliverable upon termination of service. See “Note 23. Stock-Based Compensation Plan” to our consolidated financial statements in the 2023 Form 10-K, for additional detail regarding assumptions underlying the value of these equity awards. Dr. Beckerle, Ms. Dulá, and Ms. Egan each donated to Section 501(c)(3) tax exempt organizations of their choice in 2023. On behalf of each of these directors, we matched their charitable contributions up to $10,000 through our Huntsman Director Matching Gift Program. Additional amounts for Ms. Beckerle, Mr. Ferrari, Ms. McGovern and Retired Vice Admiral Tighe reflect incremental cost for personal commercial air travel for spouses in connection with a board meeting(s).
DIRECTOR COMPENSATION TABLE
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DIRECTOR COMPENSATION TABLE
| CORPORATE GOVERNANCE |
DIRECTOR COMPENSATION TABLE
The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to stockholders and to our Company. Key corporate governance highlights include:
DIRECTOR COMPENSATION TABLE
| AN INDEPENDENT AND BROADLY-DIVERSE BOARD OF DIRECTORS | | | All members of our Board are independent except our CEO | | | Five of our 10 director nominees are women (50% gender diversity), two add ethnic diversity, and one, as a retired Vice Admiral of the U.S. Navy, adds diversity as a veteran | | | Eight new independent directors (including four women) added to the Board since 2018, six of whom joined since 2020 | | | All Board committees are chaired by women and the Board’s Lead Independent Director and Non-Executive Vice Chair is female | | | ACCOUNTABILITY TO STOCKHOLDERS | | | Majority voting for director nominees in all uncontested elections | | | Simple majority stockholder voting requirements | | | Stockholders may request special meetings of stockholders at the ownership threshold of 15% | | | Eligible stockholders may nominate director nominees through our proxy materials (proxy access) | | | Robust stock ownership guidelines for directors and executive officers | | | Policy prohibiting short sales by directors and executive officers | | | PRUDENT AND PROGRESSIVE RISK OVERSIGHT | | | Dedicated and 100% independent Sustainability Committee provides Board-level focus and regular and systematic oversight of key ESG-related matters, including environmental, sustainability and other corporate social responsibility and governance matters | | | Board and committee-focused oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks | |
DIRECTOR COMPENSATION TABLE
CORPORATE GOVERNANCE HIGHLIGHTS
Duties
| • Supports the Board in fulfilling its oversight responsibilities relating to senior management and director compensation | | • Reviews, evaluates and approves our compensation programs for our senior management and directors, policies and plans including annual cash performance awards, equity-based compensation and compensation agreements* | | • Reviews and approves compensation for our corporate and executive officers, and reviews and recommends compensation for our directors* | | • Executes responsibilities under applicable securities laws and regulations relating to our proxy statement for the annual meeting of stockholders or other applicable report or filing | | • Reviews the succession and development planning process for corporate officers | | • Reviews human capital management matters | | • Performs such other functions as the Board may assign from time to time |
HORIZON 2025 TARGETS
| COMPANY PERFORMANCE HIGHLIGHTS | COMPENSATION STRUCTURE AND DECISIONS | | 2023 was a challenging year for our Company due to weak global markets and continued chemical industry destocking. Within this environment, we delivered a solid performance on key financial, strategic, and ESG initiatives. Points of emphasis include: • Financial: Delivered $472 million of adjusted EBITDA and $21 million in free cash; realized $297 million in cost improvement through our Optimization Program; maintained investment grade credit ratings with Moody’s, S&P and Fitch; and returned approximately $520 million to stockholders through dividends and share repurchases • Total Shareholder Return: Achieved a cumulative TSR of 8.7% for the three-year period ended December 31, 2023, which ranked at the 50th percentile among our 2021 Performance Peers(1); completed $350 million in share repurchases, building on the approximately $1.8 billion of share repurchases we completed between 2018 and 2022; and increased the dividend by 12% • Strategic: Completed the sale of our Textile Effects Division consistent with our focus on portfolio enhancement; expanded our global business services centers (GBS) in Latin America and Eastern Europe • ESG: Published our 12th annual sustainability report showcasing disclosures in line with TCFD, CDP, SASB and GRI reporting standards; improved our Sustainalytics, MCSI and CDP ratings year-over-year; greenhouse gases and water usage validated by a third party-limited assurance; and outperformed both personal and process safety goals | The primary objective of our executive compensation program is to align the financial interests of our NEOs with the creation of long-term stockholder value. Key features of the program include: • Annual and long-term incentive plans designed to align executives’ pay with Company and share price performance • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to create a sound compensation governance process and support well-informed decision-making During 2023, the Compensation Committee focused on responding appropriately to the challenging global economic environment consistent with our pay-for-performance philosophy. Key decisions included: • Comprehensive assessment and realignment of our CEO’s target compensation mix to have more pay at risk and better aligned with peer group practices. For our CEO, this resulted in the following actions: • Reducing his base salary by 23.5% from prior year • Increasing the target value of his long-term stock incentives by 19% • Increasing his cash performance award maximum potential from 2.0 to 2.5 times target • Exercise of Committee discretion to reduce our executive officers’ annual cash performance awards in 2023: • The Company did not attain the threshold goals for EBITDA and free cash flow but exceeded its target on the Optimization Program. In response, the Committee exercised its discretion to reduce the payout of the 2023 annual cash performance awards to our executive officers by half the amount that would have been payable under the preset goals and capped any such award at $250,000. • With these actions, the Committee reduced our CEO’s cash award to 14% of his target and our other NEOs’ awards were reduced to between 29% and 42% of their respective targets. |
REALIZABLE PAY ANALYSIS
(1) Realizable pay for each year is defined as the sum of: (1) base salary, (2) annual cash performance award payout, and (3) the value of equity incentive awards granted in that year (i.e., performance share units, restricted stock and the “in the money” value of stock options) calculated using our stock price, in all cases, as of December 29, 2023 (the last trading day of fiscal year 2023). Cumulative TSR measured using the closing stock price at the beginning and end of the performance period and slightly differs from cumulative TSR we use to determine RSU payouts since such calculation is measured using a 20-trading day stock price average at the beginning and end of the performance period to smooth out volatility.
REALIZABLE PAY ANALYSIS
| Compensation Feature | Align Pay With Performance | Align NEOs’ and Stockholders’ Interests | Support a Competitive Compensation Structure | Encourage Long-Term Focus | Discourage Excessive Risk-Taking | | Salary | | | | | | | Annual Cash Performance Award | | | | | | | Performance Share Units | | | | | | | Restricted Stock Award | | | | | | | Perquisites, Health & Retirement Benefits and Severance Arrangements | | | | | | | Compensation-related policies: | | | | | | | • Clawback Policy | | | | | | | • Stock Ownership Guidelines | | | | | | | • Insider Trading Policy | | | | | |
TOTAL DIRECT COMPENSATION
TOTAL DIRECT COMPENSATION We provide our executive officers with a mix of pay that reflects our belief that executive compensation should be tied to an appropriate balance of both short- and long-term performance. The Compensation Committee strives to align the relative proportion of each element of total direct compensation with the competitive market and the Company’s objectives, as well as to preserve the flexibility to respond to the continually changing global environment in which we operate. While the Compensation Committee reviews the competitiveness of each NEO’s total direct compensation, it does not target specific percentiles among peer companies when setting compensation levels. Rather, the Compensation Committee considers peer group data among several other factors in setting pay levels. Other factors include each executive’s individual performance, level of responsibility, knowledge, tenure, and experience, as well as internal pay equity among executives with similar experience and job responsibilities. Generally, as employees move to higher levels of responsibility with greater ability to influence financial results, the percentage of performance-based pay increases. Total target direct compensation received by our NEOs in 2023 was comprised of the following elements.
TOTAL DIRECT COMPENSATION
| Compensation Element | | Description and Purpose of the Element | | Annual Cash Compensation | Base Salary | Reflective of the NEO’s responsibilities, tenure, job performance, special circumstances (such as overseas assignments) and the market for the NEO’s services. | | | Annual Cash Performance Award | Cash performance awards are earned based on Company performance measured over our fiscal year against preset goals and strategic initiatives. For 2023, 100% of our annual cash performance awards were linked to the achievement of preset adjusted EBITDA, Optimization Program and free cash flow targets, subject to reduction if our EH&S performance measures are not met. | | Long-Term Equity-Based Compensation | Performance Share Units | Performance share unit awards are earned based on Company performance measured over three fiscal years against preset goals related to relative TSR. For 2023, performance share unit awards represented 60% of equity-based compensation for each of our NEOs. | | | Restricted Stock | Restricted stock awards are ratably earned over a three-year service period, with the realizable value tied to the value of our common stock at the time of vesting. Three-year ratable vesting provides both retentive value as well as a long-term focus. For 2023, restricted stock awards represented 40% of equity-based compensation for each of our NEOs. |
OTHER ELEMENTS OF COMPENSATION
| Element | Description and Purpose of the Element | | Health and Welfare Benefits | We provide our NEOs with health and welfare benefits on the same basis as all employees. These benefits are comparable to those provided to employees and executives at other companies in the chemical industry and the general market. | | Retirement and Savings Plans | We provide our NEOs with retirement and savings plan benefits that are comparable to those provided to employees and executives at other companies in the chemical industry and the general market.(1) | | Perquisites | We provide our NEOs with limited perquisites that help enable the execution of their duties and are comparable to those provided at other companies in the chemical industry and the general market.(2) | | Severance Arrangements/Change in Control Benefits | Our NEOs other than Mr. Huntsman are entitled to payments and benefits upon certain severance events through the Huntsman Executive Severance Plan (the “Executive Severance Plan”).(3) Mr. Huntsman has a separate severance arrangement. These arrangements are designed to provide protection to our executive officers who are primarily tasked with the management of our overall operations and business strategy and are necessary to attract and retain executive talent for our business. We believe these arrangements are consistent with competitive market practices.(4) |
OTHER ELEMENTS OF COMPENSATION
(1) For an explanation of the major features of our retirement and savings plans, see “Executive Compensation—Pension Benefits in 2023” and “—Nonqualified Deferred Compensation in 2023.” (2) For a description of these perquisites and the amounts paid to our NEOs in 2023, see “Executive Compensation—2023 Summary Compensation Table” and “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” (3) Mr. Hankins is eligible for the greater of the severance benefits payable to him under either the Executive Severance Plan or the U.K. business severance plan. Based on his entitlements under these plans, Mr. Hankins would receive payouts under the Executive Severance Plan. For a description of these arrangements, see “Executive Compensation—Potential Payments upon Termination or Change-in-Control.”
2023 ANNUAL CASH PERFORMANCE AWARD
2023 ANNUAL CASH PERFORMANCE AWARD Our annual cash performance awards are designed to reward our NEOs for achievement of annual performance goals set by the Compensation Committee. 2023 Award Pool. Each year, the Compensation Committee establishes an award pool, which provides a mechanism to fund the annual cash performance awards. Under the formula used to establish the award pool, the maximum amount that could be paid to our executive officers covered by the award pool (including our NEOs) was 2% of adjusted EBITDA. Individual award amounts were limited to an allocated portion of the award pool for each covered officer. The Compensation Committee retains discretion to make awards to our executive officers that are less than their individual allocation. Actual awards paid to our NEOs under the 2023 award pool were based on the achievement of financial and strategic performance objectives discussed below. 2023 Performance Measures and Goals. The determination of the NEO’s individual annual incentive awards is based on actual performance relative to specific financial and strategic performance measures, subject to the award pool limitation described above. The performance measures are selected because of their importance to our operations and contribution to the creation of stockholder value.
2023 ANNUAL CASH PERFORMANCE AWARD
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2023 ANNUAL CASH PERFORMANCE AWARD
The following table provides additional detail regarding the performance measures selected for the 2023 annual cash performance awards.
2023 ANNUAL CASH PERFORMANCE AWARD
| Performance Measure | What It Is | Why We Believe It Is Important | | Adjusted EBITDA | An indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates, or levels of depreciation and amortization | Significant measure by which our stockholders measure our financial performance, thus aligning the interests of management with those of our long-term stockholders | | Free cash flow | Operating cash from continuing operations less capital expenditures from continuing operations | Important measure of the financial performance of our Company with a significant impact on our strategic planning, liquidity and the ability to reduce our leverage through cash repayments on outstanding debt | | Optimization Program | A measure aimed at increasing operational efficiency across the enterprise and reducing annual run rates for divisional and functional operating costs | Near-term measure focusing management on specific value creation initiatives such as M&A, site consolidation and/or closures, divisional rightsizing, implementing regional GBS centers, strategic vendor management, commercial excellence programs and supply chain optimization. | | Environmental, Health & Safety (EH&S) performance | Measures achievement of environmental performance and injury reduction objectives | Critical measure encouraging management to focus on associates, community and environment ensuring the long-term health of our Company |
2023 ANNUAL CASH PERFORMANCE AWARD
The Compensation Committee established threshold, target, and maximum performance goals for each of the following equally weighted financial performance measures relevant to our NEOs (dollars in millions):
2023 ANNUAL CASH PERFORMANCE AWARD
| Performance Measure | Threshold | Target | Maximum | | Adjusted EBITDA | $694 | $925 – 950 | $1,110 | | Free cash flow | $278 | $370 | $444 | | Optimization Program | $200 | $240 | $280 |
2023 ANNUAL CASH PERFORMANCE AWARD
Targets are set at aggressive levels that require significant effort to achieve. For each performance measure, achievement below the threshold goal results in no payout, payout for achievement at the target goal results in a payout of 100% of target, and achievement the maximum goal results in a payout of 250% of target. For 2023, the Compensation Committee increased the maximum potential payout from 200% to 250% while realigning the CEO’s compensation plan and to provide for more significant stretch targets. Payouts for achievement between goal levels are calculated using linear interpolation. The annual cash performance award program is subject to Compensation Committee and board oversight and discretion to adjust awards on an individual or collective basis. 2023 Annual Cash Performance Award Design. The Compensation Committee establishes target annual cash performance award amounts for the NEOs set as a percentage of their base salaries. The following table summarizes the target and maximum annual cash performance award amounts for each of the performance measures, which were equally weighted for each of our NEOs for 2023.
2023 ANNUAL CASH PERFORMANCE AWARD
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2023 ANNUAL CASH PERFORMANCE AWARD
| Executive Officer | Target % of Base Salary | Maximum % of Base Salary | | Peter R. Huntsman | 140% | 350% | | Philip M. Lister | 80% | 200% | | Anthony P. Hankins | 80% | 200% | | David M. Stryker | 80% | 200% | | R. Wade Rogers | 70% | 175% |
2023 ANNUAL CASH PERFORMANCE AWARD
The target and maximum cash performance award amounts for the NEOs were set to generally align with competitive levels relative to comparable executive positions at our Proxy Peers (as defined below) and other chemical and general industrial companies. The CEO’s maximum potential cash performance award was increased relative to the other NEOs in connection with the realignment of his total target compensation to make more compensation at risk. Potential payouts of individual annual cash performance awards depend upon both Company performance and individual contributions to our success, with the target and maximum award amounts serving as guidelines for ultimate payouts. The awards may be modified based on EH&S performance as discussed below. 2023 Financial Performance. For 2023, target performance goals, actual performance, performance as a percentage of targets, performance score and earned outcomes as a percentage of target bonus were as follows (all dollar amounts are in millions):
2023 ANNUAL CASH PERFORMANCE AWARD
| Performance Criteria (equal weighting for each metric) | 2023 Target Performance | 2023 Actual Performance | % of Target | Performance Score | | Adjusted EBITDA | $925 – 950 | $472 | 51% | 0% | | Free cash flow | $370 | $21 | 5.7% | 0% | | Optimization Program | $240 | $297 | 124% | 250% | | Overall Performance Score (% of Target Award Earned) | | | | 83% |
2023 ANNUAL CASH PERFORMANCE AWARD
2023 EH&S Performance. For each of our NEOs, our EH&S performance was measured against preset goals including: (a) ASTM 2920 Level 1 injury rate; and (b) process severity index, each of which is a performance measure of our EH&S improvement objectives. A shortfall in achieving our EH&S performance targets results in a reduction of 10% reduction in payout (5% for ASTM and 5% for Process Safety). Based on actual performance relative to the goals, no adjustment was made to the payout levels. The EH&S performance targets and actual performance in 2023 were as follows:
2023 ANNUAL CASH PERFORMANCE AWARD
| Performance Criteria | 2023 Performance Target | 2023 Performance | % Better than Target | | ASTM 2920 Level 1 injury rate | 0.17 | 0.13 | 24% | | Process severity index | 0.17 | 0.1668 | 2% |
2023 ANNUAL CASH PERFORMANCE AWARD
2023 Annual Cash Performance Awards. Each NEO’s 2023 annual cash performance award was determined in accordance with the following formula: The overall performance score reflects the weighted average results of our performance relative to the goals set for each performance measure, as described above. The CEO presents the Compensation Committee with recommendations for the annual cash performance awards for each of the other executive officers, including the other NEOs. The Compensation Committee reviews the CEO’s recommendations, as well as the CEO’s performance, and makes such adjustments as it deems appropriate in its determination of the award payouts. Based on our performance results discussed above, the cash performance award was calculated according to the formulaic achievement for each separate performance measure. Notwithstanding the superior achievement of our Optimization Program and the EH&S performance metrics, the Compensation Committee exercised negative discretion based on our EBITDA and free cash flow performance and reduced the earned amount for each individual NEO by 50% while also imposing an individual cap of $250,000.
2023 ANNUAL CASH PERFORMANCE AWARD
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2023 ANNUAL CASH PERFORMANCE AWARD
As a result, our CEO received a cash performance award at 14% of his target award amount and the other NEOs received cash awards ranging from 29% to 42% of their targeted award amount.
2023 ANNUAL CASH PERFORMANCE AWARD
| Executive Officer | Target Award Amounts | Achieved Level of Cash Performance Award | Discretionary Reduction Amount | Approved Level of Cash Performance Award | | Peter R. Huntsman | $1,820,000 | $1,516,515 | $(1,266,515) | $250,000 | | Philip M. Lister | $520,000 | $433,290 | $(216,645) | $216,645 | | Anthony P. Hankins | $858,320 | $715,195 | $(465,195) | $250,000 | | David M. Stryker | $524,000 | $436,623 | $(218,312) | $218,312 | | R. Wade Rogers | $375,550 | $312,927 | $(156,464) | $156,464 |
LONG-TERM EQUITY COMPENSATION
LONG-TERM EQUITY COMPENSATION For 2023, the Compensation Committee approved the grant of 1) performance share units that would vest based on Huntsman’s relative TSR performance; and 2) time-based restricted stock. The Compensation Committee believes relative TSR is an appropriate long-term performance metric for the performance share units because it promotes stockholder alignment and is a prevalent metric used by our peer companies. To further align performance share outcomes with the creation of stockholder value, if absolute TSR is negative, the number of performance share units that vest at the end of the performance period is capped at the target number of performance share units, Equity Award Mix. For 2023, the Compensation Committee approved an award mix of performance share units (60% value) and restricted stock (40% value). The Committee believes the emphasis on three-year relative TSR performance aligns our NEOs’ interests with our stockholders. The Compensation Committee targeted long-term equity compensation awards for the NEOs at levels intended to competitively position the total target direct compensation of the executive officers and to reflect the individual roles and contributions of our NEOs. As a part of the comprehensive assessment of the CEO’s compensation and taking into account the Committee’s desire for an increased emphasis on performance-based compensation, the Compensation Committee increased the value of Mr. Huntsman’s long-term incentives by 19% from the prior year. The target award amounts were converted to a number of shares based on the stock price on the date of the respective award grants. The 2023 long-term equity incentive awards approved for the NEOs were as follows:
LONG-TERM EQUITY COMPENSATION
| Executive Officer | Target Performance Share Units(1)(2) | Restricted Stock | Total Target Award Value | | Peter R. Huntsman | 192,156 | 128,104 | $9,880,000 | | Philip M. Lister | 29,173 | 19,449 | $1,500,000 | | Anthony P. Hankins | 38,898 | 25,932 | $2,000,000 | | David M. Stryker | 27,229 | 18,152 | $1,400,000 | | R. Wade Rogers | 20,480 | 13,653 | $1,053,000 |
LONG-TERM EQUITY COMPENSATION
Performance-Based Awards Granted in 2023. The relative TSR performance share units granted in 2023 will vest or lapse on December 31, 2025, depending on the achievement of relative TSR performance during the performance period from January 1, 2023 to December 31, 2025, subject to the executive’s continued service. To ensure better alignment of payouts with stockholder value created, in cases where absolute TSR is negative at the end of the performance period, any payout would be capped at the target number of performance share units even if relative TSR performance would have resulted in a payout above target. The performance share unit awards are settled in stock upon vesting and any dividends paid with respect to the underlying shares are accumulated and paid when and to the extent the award vests and is earned, either in cash or additional shares at the Compensation Committee’s election. The Company peer group used to determine relative TSR performance (the “2023 Performance Peers”) represents industry-specific public companies. Although there is some overlap between the two groups, the 2023 Performance Peers as further described below differ from our Proxy Peers in that our 2023 Performance Peers are companies whose valuations are influenced by similar financial and economic factors and we compete against these companies for market share and investor capital. The 2023 Performance Peers, which we developed with guidance from Meridian, were as follows:
LONG-TERM EQUITY COMPENSATION
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LONG-TERM EQUITY COMPENSATION
| • Ashland Global Holdings Inc. | • Covestro AG | • H.B. Fuller Company | | • BASF Corp. | • Dow Inc. | • Lanxess AG | | • Celanese Corporation | • Eastman Chemical Company | • Trinseo S.A. | | • Clariant AG | • Evonik Industries AG | • Westlake Chemical |
LONG-TERM EQUITY COMPENSATION
For each 2023 Performance Peer, TSR is measured using a 20-trading day stock price average at the beginning and end of the performance period to smooth out volatility. Determination of payouts, if any, will be made based on our TSR percentile performance relative to the 2023 Performance Peers at the end of the performance period. The maximum number of performance share units that may be earned is 250% of the target number of shares granted if our TSR performance ranks in the 90th percentile of the 2023 Performance Peers. If our TSR performance ranks below the 25th percentile of the 2023 Performance Peers, then no performance share units vest. Median performance at 50th percentile results in payout at target. Additional details regarding these 2023 grants are provided under “Executive Compensation—Grants of Plan-Based Awards in 2023” below. Time-Based Awards Granted in 2023. The restricted stock granted in 2023 are subject to a three-year ratable annual vesting schedule that requires service for a continuous three-year period to become fully vested. Payout of 2021 Performance Share Unit Awards. Payouts for the 2021-2023 performance share unit cycle were based on our relative TSR results for the three-year period ended December 31, 2023. Payouts could range from 0% to 200% of target based on the Company’s TSR ranking relative to the nine companies in the performance peer group established upon the grant date in 2021. The “2021 Performance Peers” were as follows:
LONG-TERM EQUITY COMPENSATION
| • Ashland Inc. | • Dow Inc. | • Lanxess AG | | • Celanese Corporation | • Eastman Chemical Company | • Trinseo S.A. | | • Clariant AG | • Evonik Industries AG | | | • Covestro AG | • H.B. Fuller Company | |
LONG-TERM EQUITY COMPENSATION
Based on the award parameters, the Company’s TSR of 8.7% for the three-year period ended December 31, 2023 ranked sixth (in the 50th percentile) among the 2021 Performance Peers, resulting in a final payout of 100.0% of the target number of performance share units awarded. Based on the result, the Compensation Committee approved the payout of the following number of shares:
LONG-TERM EQUITY COMPENSATION
| Executive Officer | Target Award Amount | Number of Shares Earned | | Peter R. Huntsman | 139,958 | 139,958 | | Philip M. Lister | 11,479 | 11,479 | | Anthony P. Hankins | 34,990 | 34,990 | | David M. Stryker | 23,950 | 23,950 | | R. Wade Rogers | 18,422 | 18,422 |
LONG-TERM EQUITY COMPENSATION
2022 Free Cash Flow Performance Share Unit Awards. In 2022, the Compensation Committee granted two-year performance share units measured against cumulative corporate free cash flow for the years 2022 and 2023. These awards comprised 50% of the performance share units granted in 2022 and the performance period ended on December 31, 2023. The Compensation Committee reviewed the results and determined that the cumulative free cash flow for the performance period of 2022 and 2023 fell short of the threshold and, therefore, the free cash flow units were forfeited.
LONG-TERM EQUITY COMPENSATION
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LONG-TERM EQUITY COMPENSATION
HOW WE DETERMINE EXECUTIVE COMPENSATION As directed by the Compensation Committee, our CEO and our Senior Vice President and head of Global Human Resources coordinates the annual review of the executive compensation program. This review includes an evaluation of our performance, corporate goals and objectives relevant to compensation, and compensation payable under various circumstances, including upon retirement or a change of control. In making its decisions regarding each NEO’s compensation, the Compensation Committee considers the nature and scope of all elements of an executive’s total compensation package, the executive’s responsibilities and his or her effectiveness in supporting our key strategic, operational and financial goals. This review includes an evaluation of each NEO’s historical pay and career development, individual and corporate performance, and competitive practices and trends.
LONG-TERM EQUITY COMPENSATION
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ROLES OF THE COMPENSATION COMMITTEE, EXECUTIVE MANAGEMENT AND THE COMPENSATION CONSULTANT
ROLES OF THE COMPENSATION COMMITTEE, EXECUTIVE MANAGEMENT AND THE COMPENSATION CONSULTANT The Compensation Committee, the Committee’s independent compensation consultant, Meridian, and executive management each play a key role in the Compensation Committee’s annual review, evaluation and approval of our executive compensation programs.
ROLES OF THE COMPENSATION COMMITTEE, EXECUTIVE MANAGEMENT AND THE COMPENSATION CONSULTANT
| Compensation Committee | • Articulates our compensation philosophy, establishes our executive compensation program, and implements policies and plans covering our executive officers. • Reviews, evaluates, and approves the compensation structure and level for all our executive officers. • Reviews each element of compensation annually for our CEO and makes recommendations for approval to the independent members of the Board (including those members who serve on the Compensation Committee). • Evaluates each executive officer’s performance, including through reports from other members of executive management other than with respect to our CEO and may apply discretion in determining individual compensation decisions. | | Executive Management | • Our CEO articulates our strategic direction and works with the Compensation Committee to identify and set appropriate targets for executive officers (other than himself). • Our CEO is assisted by our Senior Vice President and head of Global Human Resources who provides advice on the design and development of our compensation programs, the interpretation of compensation data and the effects of adjustments, and modifications to our compensation programs. • Our CEO and the Senior Vice President and head of Global Human Resources make recommendations to the Compensation Committee regarding each element of compensation for each of our NEOs (other than the CEO). • Our CEO also provides the Compensation Committee with his evaluation with respect to each NEO’s performance (other than his own performance) during the prior year. • Our finance and legal departments also assist our CEO and the Senior Vice President and Global Human Resources by advising on legal and financial considerations relevant to these programs. | | Compensation Consultant (Meridian) | • Advises the Compensation Committee in its oversight role, supports the Compensation Committee’s interaction with executive management in the executive compensation design process, and provides independent compensation data and analysis to facilitate the annual review of our compensation programs. • At the direction of the Compensation Committee, evaluates levels of executive officer and director compensation as compared to general market compensation data and peer data as discussed below. • Evaluates proposed compensation programs or changes to existing programs, provides information on current executive compensation trends, and updates the Compensation Committee on applicable legislative, technical and governance matters. |
CONSIDERATION OF PEER COMPENSATION
CONSIDERATION OF PEER COMPENSATION To assist in its determination of the 2023 target total direct compensation levels for our executive officers, the Compensation Committee directed Meridian to undertake a compensation benchmarking review for each element of compensation, as well as information regarding incentive plan designs and pay practices for executives in similar positions among a selected peer group of companies (the “Proxy Peers”). Information in the compensation peer review served as a reference in the Compensation Committee’s
CONSIDERATION OF PEER COMPENSATION
overall assessment of the competitiveness of our executive compensation program. Criteria used to select the Proxy Peers include financial measures (i.e., revenue, market capitalization and/or net income) and the industry segment in which we operate. As a result of a comprehensive review in mid-2022, the Compensation Committee approved the addition of six companies to the Proxy Peers. The changes were made to position Huntsman near the median in terms of size (as measured by revenues), better align with certain external perspectives, and offer a more robust data set for conducting competitive benchmarking. For the compensation benchmarking review that informed the 2023 compensation decisions the Compensation Committee determined that no changes were required to the Proxy Peer group, which consisted of the following 20 companies:
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Peter R. Huntsman Chairman, President and Chief Executive Officer | 2023 | $1,400,000 | — | $9,880,021 | — | $250,000 | $3,322,662 | $390,645 | $15,243,328 | | | 2022 | $1,700,000 | — | $8,300,053 | — | $2,871,576 | — | $508,394 | $13,380,023 | | | 2021 | $1,700,000 | — | $8,000,000 | — | $4,002,158 | — | $363,983 | $14,066,141 | | Philip M. Lister Executive Vice President and Chief Financial Officer | 2023 | $637,500 | — | $1,499,989 | — | $216,645 | $234,602 | $142,021 | $2,730,757 | | | 2022 | $575,000 | — | $1,300,024 | — | $579,141 | — | $143,319 | $2,597,484 | | | 2021 | $427,188 | — | $754,980 | $145,004 | $556,414 | $55,624 | $62,578 | $2,001,788 | | Anthony P. Hankins(5) Division President, Polyurethanes and CEO—Asia Pacific | 2023 | $1,063,566 | — | $2,000,005 | — | $250,000 | — | $522,962 | $3,836,533 | | | 2022 | $1,028,024 | — | $2,000,044 | — | $999,564 | — | $549,905 | $4,577,536 | | | 2021 | $993,434 | — | $2,000,028 | — | $1,314,828 | $2,104,874 | $380,489 | $6,793,653 | | David M. Stryker(6) Executive Vice President, General Counsel & Secretary | 2023 | $643,976 | $— | $1,400,004 | — | $218,312 | $456,745 | $30,932 | $2,749,969 | | | 2022 | $606,454 | $1,000,000 | $1,400,038 | — | $589,664 | — | $20,700 | $3,616,856 | | | 2021 | $589,493 | — | $1,368,982 | — | $892,785 | $15,796 | $28,698 | $2,895,753 | | R. Wade Rogers Senior Vice President, Global Human Resources and Chief Compliance Officer | 2023 | $531,821 | — | $1,053,003 | — | $156,464 | $395,253 | $95,904 | $2,232,445 | | | 2022 | $514,012 | — | $1,052,963 | — | $437,309 | — | $110,514 | $2,114,798 | | | 2021 | $496,717 | — | $1,053,002 | — | $662,110 | — | $76,914 | $2,288,743 |
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
| Name | Grant Date | Vest Date | Closing Price on Vest Date | (#) | Restricted Stock Vested Value Realized | Shares Withheld for Tax Obligation | | Net Shares Issued | | | | | | | | | (#) | Value Paid | (#) | Market Value | | Peter R. Huntsman | 02/17/22 | 02/17/23 | $30.66 | 20,224 | $620,068 | 7,959 | $244.023 | 12,265 | $308,219 | | | 02/17/21 | 02/17/23 | $30.66 | 46,653 | $1,430,381 | 18,358 | $562,856 | 28,295 | $711,053 | | | 02/13/20 | 02/13/23 | $31.31 | 47,045 | $1,472,979 | 13,722 | $429,636 | 33,323 | $837,407 | | | | | | 113,922 | $3,523,428 | 40,039 | $1,236,515 | 73,883 | $1,856,680 | | Philip M. Lister | 02/17/22 | 02/17/23 | $30.66 | 3,167 | $97,100 | 770 | $23,608 | 2,397 | $60,237 | | | 07/01/21 | 07/01/23 | $27.02 | 3,826 | $103,379 | 932 | $25,183 | 2,894 | $72,726 | | | 02/17/21 | 02/17/23 | $30.66 | 1,691 | $51,846 | 438 | $13,429 | 1,253 | $31,488 | | | 02/13/20 | 02/13/23 | $31.31 | 1,935 | $60,585 | 574 | $17,972 | 1,361 | $34,202 | | | | | | 10,619 | $312,910 | 2,714 | $80,192 | 7,905 | $198,653 | | Anthony P. Hankins | 02/17/22 | 02/17/23 | $30.66 | 4,873 | $149,406 | 1,918 | $58,806 | 2,955 | $74,259 | | | 02/17/21 | 02/17/23 | $30.66 | 11,663 | $357,588 | 4,590 | $140,729 | 7,073 | $177,744 | | | 02/13/20 | 02/13/23 | $31.31 | 10,833 | $339,181 | 2,730 | $85,476 | 8,103 | $203,628 | | | | | | 27,369 | $846,175 | 9,238 | $285,012 | 18,131 | $455,632 | | David M. Stryker | 02/17/22 | 02/17/23 | $30.66 | 3,411 | $104,581 | 1,343 | $41,176 | 2,068 | $51,969 | | | 02/17/21 | 02/17/23 | $30.66 | 7,983 | $244,759 | 3,142 | $96,334 | 4,841 | $121,654 | | | 02/13/20 | 02/13/23 | $31.31 | 8,047 | $251,952 | 2,090 | $65,438 | 5,957 | $149,699 | | | | | | 19,441 | $601,292 | 6,575 | $202,948 | 12,866 | $323,323 | | R. Wade Rogers | 02/17/22 | 02/17/23 | $30.66 | 2,565 | $78,643 | 1,010 | $30.967 | 1,555 | $39,077 | | | 02/17/21 | 02/17/23 | $30.66 | 6,141 | $188,283 | 2,417 | $74,105 | 3,724 | $93,584 | | | 02/13/20 | 02/13/23 | $31.31 | 6,190 | $193,809 | 1,658 | $51,912 | 4,532 | $113,889 | | | | | | 14,896 | $460,735 | 5,085 | $156,984 | 9,811 | $246,550 |
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
(3) For the performance period ended December 31, 2022, the following tabular disclosure provides information regarding the market value of the underlying shares of performance share units on the vesting or certification date and the number of shares that were withheld in connection with each transaction to satisfy tax obligations. As certified by the Compensation Committee on February 16, 2023, our relative TSR result of 25.8% ranked Huntsman in the 66.7th percentile of our performance peers resulting in a final payout of 150% of target. In prior years, the Company reported PSUs outstanding based on vesting as of the date the Compensation Committee certified whether the vesting criteria had been achieved. The Company now reports PSUs as outstanding or forfeited as of December 31 of the applicable performance period end date.
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
| | | | | Performance Share Units Vested | | Shares Withheld for Tax Obligation | | Net Shares Issued | | | Name | Grant Date | Vest Date | Closing Price on Vest Date | (#) | Value Realized | (#) | Value Paid | (#) | Market Value | | Peter R. Huntsman | 02/17/21 | 12/31/23 | $25.13 | 139,958 | $3,517,145 | 48,812 | $1,226,646 | 91,146 | $2,290,499 | | Philip M. Lister | 02/17/21 | 12/31/23 | $25.13 | 11,479 | $288,467 | 2,977 | $74,812 | 8,502 | $213,655 | | Anthony P. Hankins | 02/17/21 | 12/31/23 | $25.13 | 34,990 | $879,299 | 8,656 | $217,525 | 26,334 | $661,773 | | David M. Stryker | 02/17/21 | 12/31/23 | $25.13 | 23,950 | $601,864 | 6,013 | $151,107 | 17,937 | $450,757 | | R. Wade Rogers | 02/17/21 | 12/31/23 | $25.13 | 18,422 | $462,945 | 4,699 | $118,086 | 13,723 | $344,859 |
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PENSION BENEFITS The table below sets forth information on the pension benefits for the NEOs under our pension plans, each of which is more fully described in the narrative following the table. The amounts reported in the table below equal the present value of the accumulated benefit on December 31, 2023 for the NEO under each plan based upon the assumptions described below.
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
| Name(1) | Plan Name | Years of Credited Service(1) | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | | | | (#) | ($) | ($) | | Peter R. Huntsman | Huntsman Defined Benefit Pension Plan | 41.507 | $3,331,558 | — | | | Supplemental Executive Retirement Plan | 41.507 | $17,545,493 | — | | Philip M. Lister(3) | Huntsman Defined Benefit Pension Plan | 29.336 | $495,664 | — | | | Supplemental Executive Retirement Plan | 16.667 | $264,023 | — | | | Huntsman Pension Scheme (U.K.) | 14.681 | $472,221 | — | | Anthony P. Hankins(4) | Huntsman Pension Scheme (U.K.) | 34.583 | $12,561,703 | — | | David M. Stryker(5) | Huntsman Defined Benefit Pension Plan | 11.500 | $559,329 | — | | | Supplemental Executive Retirement Plan | 21.500 | $1,985,273 | — | | R. Wade Rogers | Huntsman Defined Benefit Pension Plan | 35.917 | $1,405,321 | — | | | Supplemental Executive Retirement Plan | 30.667 | $769,437 | — |
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
(1) The number of years of service credited to the NEO is determined using the same pension plan measurement date used for financial statement reporting purposes. These assumptions are discussed in “Note 18. Employee Benefit Plans” to our consolidated financial statements included in our 2023 Form 10-K. (2) The actuarial present value of the accumulated benefits is determined using the same pension plan measurement date and assumptions as used for financial reporting purposes. These assumptions are discussed in “Note 18. Employee Benefit Plans” to our consolidated financial statements included in our 2023 Form 10-K. For purposes of performing these calculations, a normal retirement (earliest unreduced) age of 65 was utilized for Messrs. Huntsman, Stryker, Lister, and Rogers. Mr. Hankins has passed the normal retirement age of 62; therefore, age 64 was used to calculate his accrued benefits. All accrued benefits are assumed payable at the plan’s earliest unreduced retirement age. Benefit values reported in this table have been projected out to assume payment at the normal retirement age then have been discounted back to a present value as of December 31, 2023. (3) Mr. Lister’s deferred benefit from the Huntsman Pension Scheme (U.K.) is based on his employment with us while he was in the United Kingdom between August 29, 1995 and April 30, 2008. His U.K. benefit stopped accruing when his participation in the US-based plans began upon his localization in the United States on May 1, 2008. (4) As of December 31, 2023, Mr. Hankins had served 43.4 years with our Company. The Huntsman Pension Scheme (U.K.) was frozen to new participants and years of credited service ceased to accrue as of February 29, 2012. Benefits for Mr. Hankins under this plan will only increase based on changes in salary and late retirement factors to recognize that Mr. Hankins has passed the Normal Retirement Age for the Scheme. (5) We credited Mr. Stryker with 10 years of service under the Supplemental Executive Retirement Plan when he was hired in June 2013. In the U.S., we sponsor the Huntsman Defined Benefit Pension Plan (the “Huntsman Pension Plan”), a tax-qualified defined benefit pension plan. Effective July 1, 2004, the formula used to calculate future benefits under the Huntsman Pension Plan was changed to a cash balance formula. The benefits accrued under the plan as of June 30, 2004 were used to calculate opening cash balance accounts. Of our NEOs, Messrs. Huntsman, Lister, Stryker, and Rogers were participants in the Huntsman Pension Plan in 2023. The Huntsman Pension Plan was closed to new participants effective July 1, 2014. The Huntsman Supplemental Executive Retirement Plan (the “Supplemental Executive Retirement Plan”) is a non-qualified supplemental pension plan that provides benefits for designated executive officers based on certain compensation amounts not included in the calculation of benefits payable under the Huntsman Pension Plan. Of our NEOs, Messrs. Huntsman, Lister, Stryker, and Rogers were participants in the Supplemental Executive Retirement Plan in 2023. The compensation taken into account for these NEOs under the Supplemental Executive Retirement Plan includes amounts in excess of the qualified plan limitations. The Supplemental Executive Retirement Plan benefit is calculated as the difference between (1) the benefit determined using the Huntsman Pension Plan formula with unlimited base salary plus annual cash performance awards, and (2) the benefit determined using base salary plus annual cash performance awards as limited by federal regulations. Both plans express benefits as a hypothetical cash balance account established in each participant’s name, and a participant’s account receives two forms of credits: “pay credits” and “interest credits.” Pay credits equal a percentage of a participant’s compensation and are credited to a participant’s account on an annual basis. “Compensation” for this purpose includes both salary and annual cash performance awards. “Compensation” under the Huntsman Pension Plan is subject to the compensation limit applicable to tax-qualified plans of $330,000 for 2023. The benefit that would be available under the Huntsman Pension Plan, but for this limitation, is provided under the Supplemental Executive Retirement Plan. The applicable pay credit percentage for our NEOs
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ranges between 9% and 12% depending on the participant’s combined age and years of service as of the start of each plan year. The 2023 pay credits for the Huntsman Pension Plan are $39,600 for Mr. Huntsman, $34,650 for Mr. Lister, $34,650 for Mr. Stryker, and $39,600 for Mr. Rogers. The 2023 pay credits for the Supplemental Executive Retirement Plan are $466,489, $77,360, $110,112, and $74,013 for Messrs. Huntsman, Lister, Stryker, and Rogers, respectively. “Interest credits” for a plan year are based on the 30-year U.S. Treasury yield for November of the prior year. The minimum annual interest credit rate is 5.0%. The 2023 interest credits for the Huntsman Pension Plan are $161,921, $23,758, $25,789, and $68,952 for Messrs. Huntsman, Lister, Stryker, and Rogers, respectively. The 2023 interest credits for the Supplemental Executive Retirement Plan are $826,710, $9,567, $89,238, and $34,079 for Messrs. Huntsman, Lister, Stryker, and Rogers, respectively. Pursuant to the terms of the Huntsman Pension Plan, at termination of employment for any reason after having completed at least three years of service, a participant will receive the amount then credited to the participant’s cash balance account in an actuarially equivalent joint and survivor annuity (if married) or single life annuity (if not married). Participants may also choose from other optional forms of benefit, including a lump-sum payment in the amount of the cash balance account. The Huntsman Pension Plan also includes a minimum benefit that guarantees that a participant’s benefit will not be less than the benefit accrued under the prior formula at transition (July 1, 2004) plus the benefit attributable to pay credits, with interest credits, beginning July 1, 2004. Under the prior plan provisions, the monthly basic benefit equaled one-twelfth of 1.4% of average earnings multiplied by pension service prior to January 1, 2000, plus 1.5% of average earnings multiplied by pension service after January 1, 2000, less 50% of the Social Security benefit prorated by pension service, payable as a life annuity to the participant. For participants taking an annuity, early retirement reductions apply if retirement occurs before normal retirement age (defined as age 65 with 5 years of service) and on or after the earlier of (i) both attaining age 50 and age plus vesting service equal to 80 or more, or (ii) age 55 with 10 years of vesting service. The effect of these reductions is to reduce the annuity amount paid by 5% per year for each year beginning at age 59 until age 50 where the amount paid would be 50%. For cash balance early retirement annuities, the plan offers subsidized benefits reduced 5% per year from the age 65 immediate, actuarially equivalent annuity plus a social security supplement temporary annuity of $25 times years of service (maximum of 30 years) payable until age 65. As of December 31, 2023, Messrs. Huntsman and Rogers are our only NEOs eligible for early retirement. The Supplemental Executive Retirement Plan mirrors the benefits payable from the Huntsman Pension Plan. Vested benefits under the Supplemental Executive Retirement Plan are paid 30 days following a participant’s separation from service, unless the participant is a “specified employee” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), in which case payment will be delayed for six months. Vested benefits are paid in a single cash lump sum unless the participant elects: (1) a life annuity, (2) a life annuity with payments guaranteed for 120 months, or (3) a joint and survivor annuity providing survivor benefits equal to 50% or 100% (as elected by the participant) of the annuity payable to the participant. Benefits are unvested until the earlier to occur of: (1) completion of 3 years of service, (2) termination on account of death or “Disability” or on or after attainment of “Normal Retirement Age,” or (3) termination without “Reasonable Cause.” Each eligible NEO is fully vested in his benefit under the Supplemental Executive Retirement Plan. “Disability” under the Huntsman Pension Plan generally provides that, for a disabled participant, service and benefit accruals continue for 24 months. After 24 months, disabled participants are deemed to be terminated participants. Disability is defined as total and permanent disability, as determined by the administrator of our long-term disability plan. “Normal Retirement Age” generally is retirement eligibility upon age 65 with 5 years of service under the Huntsman Pension Plan and Supplemental Executive Retirement Plan. “Reasonable Cause” generally means: (1) the grossly negligent, fraudulent, dishonest, or willful violation of any law /or the material violation of any of our significant policies that materially and adversely affects us, or (2) the failure of the participant to substantially perform the participant’s duties. We also sponsor retirement benefit plans in connection with our operations in the U.K. Mr. Hankins participates in the Huntsman Pension Scheme for U.K. associates in the Polyurethanes division. The Huntsman Pension Scheme (U.K.) in which Mr. Hankins participates provides a target benefit of 2/3rd of final pensionable compensation. Final pensionable compensation is notional base salary received during the 12 months prior to retirement. Normal retirement age for the Huntsman Pension Scheme (U.K.) is age 62. These benefits also include U.K. social security benefits. As of December 31, 2023, Mr. Hankins passed age 62 and is fully vested in these benefits. Late retirement benefits are calculated based on two-thirds of final pensionable compensation and actuarial factors based on the number of years after age 62. Currently, the late retirement factor is 130.9% at age 66. The Huntsman Pension Scheme (U.K.) was frozen to new participants as of February 29, 2012 and, after that date, benefits for current participants under the plan will only increase based on changes in salary. In addition, Mr. Lister has a deferred benefit in the Huntsman Pension Scheme (U.K.) from his period of employment with us in the United Kingdom between August 29, 1995 and April 30, 2008. He localized to the United States within our Polyurethanes division on May 1, 2008. The deferred benefit is calculated upon the U.K. departure date and is based on Mr. Lister’s pensionable service and
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final pensionable salary on April 30, 2008. In line with the Huntsman Pension Scheme (U.K.) rules and statutory requirements, a deferred pension must be revalued through to the normal retirement age of 62. Calculated as part of the Huntsman Pension Scheme (U.K.) benefit, the plan recognizes an additional stop-gap pension payment between the normal retirement age of 62 and Mr. Lister’s State Pension Age of 67. As of December 31, 2023, Mr. Lister’s additional payment was calculated at $2,032 per year. NONQUALIFIED DEFERRED COMPENSATION IN 2023 We provide executive officers based in the United States the opportunity to participate in two defined contribution savings plans: (1) a salary deferral plan (the “401(k) Plan”); and (2) a supplemental savings plan (the “Supplemental Savings Plan”). The 401(k) Plan is a tax-qualified broad-based employee savings plan; employee contributions up to 25% of base salary and annual cash performance awards are permitted up to dollar limits established annually by the Internal Revenue Service (“IRS”). The Supplemental Savings Plan is a nonqualified salary deferral plan and allows designated executive officers to defer up to 75% of eligible salary and up to 75% of annual cash performance awards. The Supplemental Savings Plan also provides benefits for participants in the form of company matching contributions based on certain compensation amounts not included in the calculation of benefits payable under the 401(k) Plan because of limits under federal law on compensation ($330,000 in 2023). As required by Section 409A, deferrals must be elected in the calendar year preceding the year in which the compensation deferred is earned. Messrs. Stryker and Rogers did not defer any earnings into the Supplemental Savings Plan in 2023. Executive officers were previously offered the opportunity to participate in the supplemental executive money purchase pension (the “SEMPP”), a non-qualified plan that provided benefits not allowed under our money purchase pension plan (the “MPP”) due to IRS compensation and allocation limits. The MPP was a tax-qualified broad-based employee savings plan that was merged into our 401(k) Plan on October 15, 2014. Contributions under the SEMPP and the MPP ceased September 1, 2014; however, some of our NEOs still maintain a balance in the SEMPP, which is reflected in the table below. The table below provides information on the nonqualified deferred compensation of the NEOs in 2023 under the Supplemental Savings Plan and the SEMPP. The NEOs cannot withdraw any amounts from their nonqualified deferred compensation balances for a period of six months following the date of their termination of employment or retirement. No withdrawals or distributions were made in 2023.
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
| Name | Executive Contributions in Last FY(1) | Huntsman Contributions in Last FY(2) | Aggregate Earnings In Last FY(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) | | Peter R. Huntsman | — | $245,795(5) | $3,441,112 | — | $17,862,599(6) | | Philip M. Lister | $36,499 | $88,664(7) | $113,370 | — | $644,641(8) | | Anthony P. Hankins | $85,085 | $173,313(9) | $328,679 | — | $5,621,777(10) | | David M. Stryker | — | $9,300(11) | $10,219 | — | $101,336(12) | | R. Wade Rogers | — | $47,648(13) | $153,668 | — | $993,019(14) |
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
(1) These contributions represent deferrals under the Supplemental Savings Plan and are included in the Salary column of the Summary Compensation Table for 2023 set forth above. (2) These amounts represent contributions to our Supplemental Savings Plan and are included in the “All Other Compensation” column of the Summary Compensation Table for 2023 set forth above. (3) No above market or preferential earnings are provided under our nonqualified defined contribution plans because the investment choices available under such plans are virtually identical to the investment choices available in the 401(k) Plan, which is a qualified plan. Consequently, none of the earnings reported in this table are included in the Summary Compensation Table set forth above. (4) Amounts reflected in this column for each NEO who participates in the plans were previously reported as compensation to the executive officer in the Summary Compensation Table as follows: Mr. Huntsman—$4,514,512, Mr. Lister—$206,336, Mr. Hankins—$1,757,131, Mr. Stryker—$67,700, and Mr. Rogers—$257,659. (5) This amount includes a matching contribution of $9,300 and a 6% nondiscretionary contribution of $236,495 to the Supplemental Savings Plan. (6) This amount includes $3,919,731 from our Supplemental Savings Plan and $13,942,868 from the SEMPP. (7) This amount includes a matching contribution of $35,466 and a 6% nondiscretionary contribution of $53,198 to the Supplemental Savings Plan. (8) This amount includes $581,332 from our Supplemental Savings Plan and $63,309 from the SEMPP. (9) This amount includes a matching contribution of $69,325 and a 6% nondiscretionary contribution of $103,988 to the Supplemental Savings Plan. (10) This amount includes $4,717,689 from our Supplemental Savings Plan and $904,088 from the SEMPP. (11) This amount includes a matching contribution of $9,300 to the Supplemental Savings Plan. (12) This amount is comprised of $101,336 from our Supplemental Savings Plan. (13) This amount includes a matching contribution of $9,300 and a 6% nondiscretionary contribution of $38,348 to the Supplemental Savings Plan. This amount includes $626,070 from our Supplemental Savings Plan and $366,949 from the SEMPP.
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The Supplemental Savings Plan provides for payment of benefits to a participant upon the earlier to occur of a “Change of Control” or a termination of the participant’s service. Benefits paid upon a “Change of Control” are paid in a single lump sum payment. Benefits payable upon a separation from service can be made (at the election of the participant) in either a single lump sum payment or in substantially equal installments over a period selected by the participant that does not exceed 10 years. In addition, the participant may request distribution of all, or a portion of, the amounts credited to his account upon an “Unforeseeable Emergency.” Payments upon separation from service will be delayed six months in accordance with Section 409A in the event a participant is a “specified employee” for purposes of Section 409A. The Supplemental Savings Plan was amended on September 1, 2014 to increase the eligible match to 4% of pay. Additionally, for individuals who had been participants in the MPP or SEMPP plans, we provide a 6% non-discretionary contribution to the Supplemental Savings Plan. This non-discretionary contribution was implemented to offset the effect of discontinuation of all contributions to the MPP and SEMPP plans effective August 31, 2014. Mr. Stryker is not eligible to receive the 6% non-discretionary contribution because he is a participant in the Huntsman Defined Benefit Pension Plan. The Supplemental Savings Plan defines a “Change of Control” as the occurrence of either of the following events: • Any person becomes the owner of 35% or more of our outstanding voting stock (other than certain persons affiliated with us). • The replacement of a majority of the Board over a two-year period except in cases where (1) such replacement is not approved by a vote of at least a majority of the incumbent Board or (2) the election or nomination of such replacement Board members is by certain of our affiliates. In addition, any “Change of Control” must also constitute a change in control for purposes of Section 409A. A participant will be deemed to have incurred an “Unforeseeable Emergency” if the participant suffers a severe financial hardship resulting from (1) an illness or accident with respect to the participant, the participant’s spouse or a dependent, (2) the loss of property due to casualty or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the participant’s control determined by us to constitute an unforeseeable emergency for purposes of Section 409A. The SEMPP was a nonqualified plan for senior executives that provided for benefits not allowed under the MPP due to IRS compensation and allocation limits. Employees are vested in this account upon meeting 10 years of service, upon attaining normal retirement age, death or disability, or upon termination of employment without reasonable cause. Effective September 1, 2014, we no longer make contributions to the SEMPP. The plan provides for the payment of vested benefits upon a participant’s separation from service except to the extent the participant is a “specified employee” for purposes of Section 409A in which case benefits will be delayed six months. A participant’s benefits vest on the earlier to occur of (1) completion of 10 years of service, (2) termination on account of death, “Disability,” or on or after attainment of “Normal Retirement Age,” or (3) termination without “Reasonable Cause.” “Disability,” “Normal Retirement Age,” and “Reasonable Cause” have the same meanings as set forth above in our description of the Supplemental Executive Retirement Plan under “—Pension Benefits in 2023,” except that a “Disability” must also constitute a disability for purposes of Section 409A. Each of Messrs. Huntsman and Hankins is currently vested in his SEMPP benefit. Benefits are payable in one of the following forms elected by a participant: • A single lump-sum payment; • A single life annuity; • A joint and survivor annuity; or • Installments over a period selected by the participant not in excess of 10 years. Participants are entitled to elect the investment of their accounts under both the Supplemental Savings Plan and the SEMPP. Although no assets may actually be invested, a participant’s benefit value is based on the gains or losses of the investments they choose. No above market or preferential earnings are provided under our nonqualified defined contribution plans because all but one of the investment choices available under the plans are identical to the investment choices available in the 401(k) Plan. In the case of the investment choice not available in the 401(k) plan, the investment is a publicly available insured fixed rate product which the rate of return is pre-determined by the insurance provider for a prospective 12-month period. Consequently, none of the earnings reported in the “Nonqualified Deferred Compensation in 2023” table above are included in the Summary Compensation Table for 2023. Participants may change their investment options at any time by contacting the plan record keeper.
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
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COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Our NEOs may receive compensation in connection with an involuntary termination of employment or a change of control pursuant to the terms of the following arrangements: • the Executive Severance Plan (in the case of the NEOs other than Mr. Huntsman); • the Severance Agreement with Mr. Huntsman (as amended); • the 2016 Huntsman Stock Incentive Plan and the Stock Incentive Plan as amended and restated effective May 8, 2014 (the “Prior Stock Incentive Plan”); and • other existing plans and arrangements in which our NEOs participate. Executive Severance Plan. Through our Executive Severance Plan, which was amended and restated by the Board of Directors on February 19, 2020 (the “Executive Severance Plan”), we provide our executive officers, including our NEOs, certain payments and benefits upon a termination without Reasonable Cause or upon a termination by the executive for Good Reason (each, a “Qualifying Termination”). In the event of a Qualifying Termination, our NEOs are entitled to the following payments and benefits: (i) a lump sum cash payment equal to two times Base Compensation, (ii) continuation of medical benefits for U.S. participants for up to 18 months following termination (which will be in the form of a lump sum cash payment equal to the COBRA premium at the time of departure multiplied by the severance period multiplied by 100%), (iii) outplacement services for a period of one year or until the participant obtains substantially comparable employment, if earlier, and (iv) a Pro-Rata Annual Bonus paid on the date that annual bonuses are paid to similarly situated participants, but in no event later than March 15 of the calendar year following the calendar year in which the Qualifying Termination occurs. The level of severance is evaluated each year. “Base Compensation” generally means the annualized base salary of the participant in effect at termination of employment, plus the target annual bonus for the year in which the termination of employment occurs. “Pro-Rata Annual Bonus” generally means actual bonus amount, prorated based on the number of days employed by the employer during the year of termination, payable to the participant for a given calendar year pursuant to the employer’s cash performance bonus program as in effect from time to time. “Reasonable Cause” generally means: (1) the grossly negligent, fraudulent, dishonest, or willful violation of any law or the material violation of any of our significant policies that materially and adversely affects us, or (2) the failure of the participant to substantially perform the participant’s duties. “Good Reason” generally means a voluntary termination of employment by the participant as a result of (1) a materially detrimental reduction or change to the job responsibilities or in the current base compensation of the participant, or (2) within a period of 12 months following a Change of Control, changing the participant’s principal place of work by more than 50 miles, in each case, which is not remedied by our Company within 30 days after receipt of notice. A “Change of Control” is defined pursuant to the 2016 Huntsman Stock Incentive Plan and generally means the occurrence of any of the following: • An acquisition by any person of 20% or more of the combined voting power of our outstanding voting securities. • The consummation of a reorganization, merger, consolidation, or other transaction in which our stockholders do not own, immediately thereafter, more than 20% or more of the combined voting power of the resulting entity in substantially the same proportion as their stock ownership prior to the transaction. • The sale or disposition of all or substantially all of our assets. • A majority change in the incumbent directors of the Board. • An approval by the Board or our stockholders of a complete or substantially complete liquidation or dissolution. A participant is not entitled to benefits under the Executive Severance Plan if the participant is reemployed with an employer in our controlled group, if the participant refuses to sign a waiver and release of claims in our favor if requested, if the participant is entitled to severance benefits under a separate agreement or plan maintained by us, or if the Executive Severance Plan’s administrator determines the participant has violated any of the restrictive covenants set forth in the Executive Severance Plan.
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
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COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
Our Executive Severance Plan includes restrictive covenants, including perpetual confidentiality and non-disparagement covenants and non-competition and non-solicitation of employees and customers covenants that apply during the term of the participant’s employment and for 12 months following termination. Severance Agreement with Mr. Huntsman. On February 19, 2020, we and Mr. Huntsman entered into an amended and restated CEO Severance Agreement. The CEO Severance Agreement is designed to provide severance benefits following a qualifying termination of employment. During the term of this agreement, Mr. Huntsman is not eligible to participate in the Executive Severance Plan. Pursuant to the CEO Severance Agreement, if Mr. Huntsman is terminated (i) by us other than for Reasonable Cause or (ii) by Mr. Huntsman for Good Reason, Mr. Huntsman will be entitled to the same payments and benefits specified above in the Executive Severance Plan, as well as (i) accrued annual base salary, (ii) any earned but unpaid annual bonus, and (iii) any accrued but unused vacation pay through the date of termination (collectively, the “Accrued Obligations”). In the event Mr. Huntsman’s employment is terminated by us other than for Reasonable Cause or by him for Good Reason, in either case, within two years following a change of control, we will pay him (a) a lump sum cash amount equal to 2.9 times his then current Base Compensation, (b) Pro-Rata Annual Bonus paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than March 15 of the calendar year following the calendar year in which the termination occurs, (c) the continuation of medical benefits for Mr. Huntsman for up to 18 months following termination (which will be in the form of a lump sum cash payment equal to the COBRA premium at the time of departure multiplied by the severance period multiplied by 100%), and (d) the Accrued Obligations. Payment of any amounts described above (other than the Accrued Obligations) is contingent upon Mr. Huntsman executing (and not revoking) a release of claims in favor of Huntsman. The CEO Severance Agreement does not contain tax gross up provisions; however, the agreements do include a “best of net” provision, which provides that, if any payments or benefits to which Mr. Huntsman is entitled in connection with his termination are likely subject to the tax imposed by Section 4999 of the Internal Revenue Code, the payment will (1) be reduced such that Section 4999 does not apply or (2) paid in full, whichever produces the better net after tax position to Mr. Huntsman. The CEO Severance Agreement utilizes the same definitions of Base Compensation, Pro-Rata Annual Bonus, and Reasonable Cause as set forth above with respect to our Executive Severance Plan. A termination for Good Reason pursuant to the CEO Severance Agreement generally means voluntary termination of employment as a result of (1) the significant detrimental reduction or change to Mr. Huntsman’s job responsibilities or in his current base compensation, or (2) a change in Mr. Huntsman’s principal place of work by more than 50 miles from his principal place of work, which is not remedied by us within 30 days after receipt of notice. For purposes of the CEO Severance Agreement, a “change of control” generally means (1) an acquisition of beneficial ownership by an individual, entity, or group of 20% or more of our then outstanding shares of common stock or of our outstanding voting securities (subject to certain exceptions), (2) a majority change in the incumbent directors of the Board, (3) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets (subject to certain limitations), or (4) a complete liquidation or dissolution of Huntsman. The CEO Severance Agreement includes customary restrictive covenants, including perpetual confidentiality and non-disparagement covenants and non-competition and non-solicitation of employees and customers covenants that apply during the term of Mr. Huntsman’s employment and for 12 months following termination. Other Arrangements. As more fully described under “—Pension Benefits in 2023” above, our executives are entitled to payments pursuant to the terms and conditions of the Huntsman Pension Plan or local variants and the Supplemental Executive Retirement Plan. In addition, pursuant to our Supplemental Savings Plan, upon a change of control (as defined in the Supplemental Savings Plan), participants, including the NEOs, may elect to receive the present value of the benefits payable to them under this plan. Amounts payable under the Supplemental Savings Plan and SEMPP are described under “—Nonqualified Deferred Compensation in 2023” above. As described under “—Pension Benefits in 2023” above, pursuant to the Huntsman Pension Scheme (U.K.), Mr. Hankins is entitled to receive annual benefits of 2∕3 of pensionable compensation. Upon a qualifying disability, Mr. Hankins’ benefits would be 75% of pensionable compensation until age 65. Mr. Hankins is entitled to a minimum death benefit equal to 66.6% of the accrued benefit and a lump sum equal to eight times pensionable compensation. In addition, as a citizen of the U.K., Mr. Hankins is an entitled participant in the U.K. business severance plan. At the time of a termination, payout potential from both the Executive Severance Plan and the U.K. business plan would be considered, then the plan generating the more generous payout would be used. Mr. Hankins is entitled to 12 months’ notice and U.K. statutory severance pay of $22,955. The Executive Severance Plan provides greater severance amounts than the U.K. business severance plan for Mr. Hankins in the event of a termination without “Reasonable Cause” or upon a termination by the executive for “Good Reason.”
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
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COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
Quantification of Potential Payments and Benefits. The table below reflects the compensation that may be payable to or on behalf of each NEO upon a qualifying termination. All equity acceleration values have been calculated using the closing price of our stock on December 29, 2023 (the last trading day of fiscal year 2023) of $25.13. The actual amounts we will be required to disburse can only be determined at the time of the applicable circumstance.
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
| Payment Type | Peter R. Huntsman | Philip M. Lister | Anthony P. Hankins | David M. Stryker | R. Wade Rogers | | INVOLUNTARY TERMINATION WITHOUT REASONABLE CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON | | | | | | | Cash Severance | $8,060,000 | $2,860,000 | $4,720,760 | $2,882,000 | $2,199,650 | | Health & Welfare(1) | $41,808 | $41,808 | $41,808 | $41,808 | $37,112 | | Outplacement Services(2) | $8,400 | $8,400 | $8,400 | $8,400 | $8,400 | | TOTAL TERMINATION BENEFITS | $8,110,208 | $2,910,208 | $4,770,968 | $2,932,208 | $2,245,162 | | CHANGE OF CONTROL | | | | | | | Accelerated Equity Awards | $12,015,834(3) | $1,798,378(4) | $2,595,879(5) | $1,812,577(6) | $1,366,720(7) | | INVOLUNTARY TERMINATION WITHOUT REASONABLE CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL | | | | | | | Cash Severance | 10,868,000(8) | — | — | — | — | | Health & Welfare(1) | 41,808 | — | — | — | — | | TOTAL TERMINATION BENEFITS | 10,909,808 | — | — | — | — |
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
(1) In the case of an involuntary termination without Reasonable Cause or for Good Reason, calculated by multiplying 100% of the employer and employee monthly premiums payable with respect to the health care coverage elected by the executive as of December 31, 2023, by 18. (2) We contract with a third-party provider for 12 months of outplacement services. To the extent these services might be utilized, we expect our cost would be as set forth herein. (3) Any acceleration of vesting of long-term equity incentive awards held by Mr. Huntsman requires the approval of the Compensation Committee, which we assume for purposes of this table would have occurred on December 31, 2023. An acceleration of Mr. Huntsman’s 215,206 unvested shares of restricted stock would have an estimated value of $5,408,127 and 262,941 target unvested performance share units would have an estimated value of $6,607,707. (4) Any acceleration of vesting of long-term equity incentive awards held by Mr. Lister requires the approval of the Compensation Committee, which we assume for purposes of this table would have occurred on December 31, 2023. An acceleration of Mr. Lister’s 31,303 unvested shares of restricted stock would have an estimated value of $786,644 and 40,260 target unvested performance share units would have an estimated value of $1,011,734. (5) Any acceleration of vesting of long-term equity incentive awards held by Mr. Hankins requires the approval of the Compensation Committee, which we assume for purposes of this table would have occurred on December 31, 2023. An acceleration of Mr. Hankins’ 47,343 unvested shares of restricted stock would have an estimated value of $1,189,730 and 55,955 target unvested performance share units would have an estimated value of $1,406,149. (6) Any acceleration of vesting of long-term equity incentive awards held by Mr. Stryker requires the approval of the Compensation Committee, which we assume for purposes of this table would have occurred on December 31, 2023. An acceleration of Mr. Stryker’s 32,959 unvested shares of restricted stock would have an estimated value of $828,260 and 39,169 target unvested performance share units would have an estimated value of $984,317. (7) Any acceleration of vesting of long-term equity incentive awards held by Mr. Rogers requires the approval of the Compensation Committee, which we assume for purposes of this table would have occurred on December 31, 2023. An acceleration of Mr. Rogers’ 24,926 unvested shares of restricted stock would have an estimated value of $626,390 and 29,460 target unvested performance share units would have an estimated value of $740,330. In the event of an involuntary termination following a change of control, this amount is equal to (a) 2.9 times Mr. Huntsman’s Base Compensation, (b) Pro-Rata Annual Bonus, and (c) the continuation of medical benefits for Mr. Huntsman for up to 18 months following termination. See “—Severance Agreement with Mr. Huntsman.”
COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Total for CEO | CEO Compensation Actually Paid(1) | Average Summary Compensation Total for other NEOs(2) | Average Compensation Actually Paid to other NEOs(2)(3) | Value of initial fixed $100 investment based on: | | Net income (in millions) | Adjusted EBITDA (in millions) | | | | | | | TSR | Peer group TSR(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $15,243,328 | $5,700,841 | $2,877,156 | $1,596,394 | $117.64 | $111.79 | $153 | $472 | | 2022 | $13,380,023 | $9,694,726 | $3,226,669 | $2,607,079 | $123.98 | $95.56 | $523 | $1,155 | | 2021 | $14,066,141 | $28,417,602 | $3,332,561 | $5,007,452 | $153.01 | $118.16 | $1,104 | $1,246 | | 2020 | $13,529,958 | $12,339,966 | $3,015,150 | $2,779,972 | $107.53 | $108.11 | $1,066 | $605 |
PAY VERSUS PERFORMANCE TABLE
(1) The 2023 Summary Compensation Table (“SCT”) totals reported for the CEO for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate compensation actually paid (“CAP”):
PAY VERSUS PERFORMANCE TABLE
| CEO Year | Summary Compensation Total for CEO | Reported Grant Date Fair Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits(c) | Pension Benefit Adjustments(d) | CEO Compensation Actually Paid | | 2023 | $15,243,328 | $(9,880,021) | $3,338,434 | $(3,322,662) | $321,762 | $5,700,841 | | 2022 | $13,380,023 | $(8,300,053) | $3,877,209 | — | $737,547 | $9,694,726 | | 2021 | $14,066,141 | $(8,000,000) | $21,936,024 | — | $415,437 | $28,417,602 | | 2022 | $13,529,958 | $(7,600,011) | $8,284,677 | $(2,623,213) | $748,555 | $12,339,966 |
THE BOARD RECOMMENDS VOTING ON THE PROXY CARD “FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD
THE BOARD RECOMMENDS VOTING ON THE PROXY CARD “FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD
THE BOARD RECOMMENDS VOTING ON THE PROXY CARD “FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD
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THE BOARD RECOMMENDS VOTING ON THE PROXY CARD “FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD
PROPOSAL 2—NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Pursuant to Section 14A of the Exchange Act, we are submitting a proposal to our stockholders for a non-binding advisory vote to approve the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our NEOs. Currently, our stockholders are given the opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with our 2025 Annual Meeting. The guiding principles of our compensation policies and decisions include aligning each executive’s compensation with our Company’s business strategy and the interests of our stockholders and providing incentives intended to attract, motivate and retain key executives who are important to our long-term success. We view pay for performance as a critical element of our overall executive compensation philosophy. Consistent with this philosophy, a significant portion of the total compensation for each of our NEOs is related to our earnings and to other performance factors that are intended to measure our progress against the goals of our strategic and operating plans and the long-term performance of our common stock. When casting your advisory say-on-pay vote, we urge you to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation design and practices are intended to reflect our compensation philosophy. The Compensation Committee and the Board believe that our compensation practices effectively implement our guiding principles. The advisory say-on-pay vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the principles, policies and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for stockholder vote at the Annual Meeting: “RESOLVED, that the stockholders of Huntsman Corporation approve, on a non-binding advisory basis, the compensation of its named executive officers as disclosed in the Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosures.” Approval of this proposal requires approval by holders of a majority of the shares present (in person or represented by proxy) and entitled to vote at the Annual Meeting. Abstentions will be treated as votes against this proposal. If you are a street name stockholder and you do not provide your brokerage firm with voting instructions, your brokerage firm may not cast votes with respect to the shares that you beneficially own. Broker non-votes, if any, will have no effect on the vote. While this vote is required by law, the result (1) will not be binding on our Company, the Board or the Compensation Committee, (2) will not overrule any decisions made by the Board or the Compensation Committee, and (3) will not require the Board or the Compensation Committee to take any specific action. Nevertheless, the Board and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs. In particular, to the extent there is any significant vote against our NEOs’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.