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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý


Definitive Proxy Statement

o


Definitive Additional Materials

o


Soliciting Material under §240.14a-12

 

HUNTSMAN CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

AN INVITATION FROM OUR CHAIRMAN

DEAR FELLOW STOCKHOLDER:

We are pleased to invite you to attend the 2021 Annual Meeting of Stockholders of Huntsman Corporation (our "Company"), which will be held virtually on Wednesday, April 28, 2021, at 9:00 a.m., Central Time.

At this year's Annual Meeting, we will consider the matters described in this Proxy Statement. It is important that you use this opportunity to take part in the affairs of our Company by voting on the business to come before the stockholders at the Annual Meeting.

Due to the impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, we adopted a completely virtual format for our 2021 Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow stockholders to participate in the Annual Meeting regardless of location. At our virtual Annual Meeting, stockholders will be able to attend, vote their shares and submit questions by visiting www.virtualshareholdermeeting.com/HUN2021. You will not be able to attend the Annual Meeting physically.

We are sensitive to the fact that virtual meetings provide a different forum than traditional in-person meetings. As result, we are committed make every effort to ensure that stockholders will be afforded the same rights and opportunities to attend and participate in the Annual Meeting as they would at an in-person meeting. In particular, we

believe the design of our virtual platform will enhance, rather than constrain, stockholder access and participation. For example, our virtual platform will allow stockholders to vote their shares electronically during the live webcast and to submit questions for a live Q&A session that will be held at the end of the Annual Meeting.

As with our past physical annual meetings, we are committed to answering stockholders' questions in the order in which they are received, subject to the Rules of Conduct governing the Annual Meeting. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. To avoid repetition, we may group substantially similar questions together and provide a single response.

PLEASE VOTE AS SOON AS POSSIBLE

This Proxy Statement contains important information and you should read it carefully. Whether or not you plan to attend and participate in the virtual Annual Meeting, we ask that you vote as soon as possible. You may vote by proxy via the Internet or telephone, or if you received paper copies of the proxy materials via mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. For detailed information regarding voting instructions, please refer to the accompanying Proxy Statement.

GRAPHIC

PETER R. HUNTSMAN
Chairman of the Board,
President and Chief Executive Officer

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HUNTSMAN CORPORATION
NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Wednesday, April 28, 2021, 9:00 a.m. (Central Time)
Virtual Meeting Site:
www.virtualshareholdermeeting.com/HUN2021

TO THE STOCKHOLDERS OF HUNTSMAN CORPORATION:

We are holding the 2021 Annual Meeting of Stockholders (the "Annual Meeting") for the following purposes:

1.
To elect as directors the 11 nominees named in the accompanying Proxy Statement.

2.
To approve, on a non-binding advisory basis, the compensation of our named executive officers, or "NEOs."

3.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.

4.
To vote on a proposal submitted by a stockholder regarding stockholder right to act by written consent, if properly presented at the meeting.

5.
To transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements of the Annual Meeting in accordance with our Bylaws.

The above matters are fully described in the accompanying Proxy Statement, which is part of this notice. We have not received notice of any other matters that may be properly presented at the Annual Meeting.

To join the live webcast and attend and participate in the virtual Annual Meeting, you will need your 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. For further information on how to attend and participate in the virtual Annual Meeting, please see "Additional Details Regarding the Annual Meeting" on page 8 of the Proxy Statement.

Only stockholders of record at the close of business on March 4, 2021 are entitled to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices at 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 for 10 days prior to the Annual Meeting, beginning on April 16, 2021. If you would like to review the stockholder list during ordinary business hours, please contact Huntsman Investor Relations via email at ir@huntsman.com.

Even if you plan to attend and participate in the Annual Meeting, please vote by proxy via the Internet or telephone, or if you received paper copies of the proxy materials by mail, you can also vote via mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. Please vote as promptly as possible to ensure that your shares are represented. Even if you have voted your proxy, you may still vote electronically if you attend and participate in the Annual Meeting.

  By Order of the Board of Directors,

 


GRAPHIC

 


David M. Stryker
Secretary

 


The Woodlands, Texas
March 18, 2021

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held April 28, 2021: The Notice of 2021 Annual Meeting and Proxy Statement and the 2020 Annual Report are available free of charge at www.proxyvote.com.

HUNTSMAN 2021 PROXY


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PARTICIPATE IN OUR FUTURE, VOTE NOW

Your vote is important to us and allows you to participate in the future of our Company.

Please cast your vote as soon as possible on the items listed below to ensure that your shares are represented.

PROPOSALS REQUIRING YOUR VOTE

 
 
 
 
Board
Recommendation

 
Votes Required for
Approval

 
Unvoted Shares(1)
 
Abstentions
PROPOSAL 1 Election of Directors FOR each nominee Majority of votes cast Do not count Will have no effect on the outcome
PROPOSAL 2   Non-Binding Advisory Vote on Named Executive Officer Compensation   FOR   Majority of shares present (in person or represented by proxy) and entitled to vote   Do not count   Count as a vote against
PROPOSAL 3 Ratification of Independent Registered Public Accounting Firm FOR Majority of shares present (in person or represented by proxy) and entitled to vote Discretionary voting allowed Count as a vote against
PROPOSAL 4   Stockholder Proposal Regarding Stockholder Right to Act by Written Consent   AGAINST   Majority of shares present (in person or represented by proxy) and entitled to vote   Do not count   Count as a vote against
(1)
Based on New York Stock Exchange rules, if your shares are held through a broker, bank or other nominee, they do not have discretion to vote on your behalf on non-routine matters if you do not provide voting instructions.

VOTING OPTIONS

Even if you plan to attend and participate in our virtual Annual Meeting, please read this Proxy Statement with care, and vote using any of the following methods. In all cases, have your proxy card in hand and follow the instructions.

GRAPHIC

Please note that if you hold shares in "street name" (that is, in a brokerage account or through a bank or other nominee), you will need to follow the instructions provided to you on your voting instruction form to vote in advance of the Annual Meeting.

VISIT THE PROXY WEBSITE

Visit the proxy website: www.proxyvote.com

Review and download easy to read, interactive versions of our Proxy Statement and 2020 Annual Report

Sign up for future electronic delivery to reduce costs

HUNTSMAN 2021 PROXY


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PROXY STATEMENT TABLE OF CONTENTS

 
Page

 


 

HUNTSMAN PROXY STATEMENT SUMMARY

1

PART 1—INFORMATION ABOUT THE MEETING

8

General

8

Delivery of Proxy Materials

8

Additional Details Regarding the Annual Meeting

8

Questions and Answers About the Annual Meeting and Voting

9

PART 2—BOARD OF DIRECTORS

14

Director Nominees

14

Director Compensation

25

PART 3—CORPORATE GOVERNANCE

27

Board Governance

28

Board Leadership Structure and Executive Sessions of the Board

28

Board Independence

29

Committees of the Board

31

Board Role in Risk Oversight

34

Corporate Responsibility

35

Director Attendance at the Annual Meeting of Stockholders

37

Director Qualification Standards and Diversity

37

Director Nomination Process

38

Stockholder Communications Policy

38

Corporate Governance Guidelines

38

Financial Code of Ethics and Business Conduct Guidelines

40

PART 4—COMPENSATION DISCUSSION AND ANALYSIS

41

Executive Summary

42

Compensation Program Highlights

42

Objectives of Huntsman's Executive Compensation Program

45

Elements of Huntsman's Executive Compensation Program

46

2020 Executive Compensation Decisions

48

How We Determine Executive Compensation

56

Compensation Policies and Practices

59

Accounting and Tax Treatment of the Elements of Compensation

60

Compensation Committee Report

60

PART 5—EXECUTIVE COMPENSATION

61

2020 Summary Compensation Table

61

Grants of Plan-Based Awards in 2020

63

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

64

Outstanding Equity Awards at 2020 Fiscal Year-End

65

Option Exercises and Stock Vested During 2020

66

Pension Benefits in 2020

68

Nonqualified Deferred Compensation in 2020

70

Potential Payments upon Termination or Change of Control

72

Equity Compensation Plan Information

75

Compensation Committee Interlocks and Insider Participation

76

CEO Pay Ratio

76

PART 6—AUDIT COMMITTEE MATTERS

78

Fees Billed by Deloitte & Touche LLP and Affiliates

78

Audit Committee Pre-Approval Policies and Procedures

78

Audit Committee Report

79

PART 7—PROPOSALS TO BE VOTED ON AT THE MEETING

80

Proposal 1—Election of Directors

80

Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation

81

Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm

82

Proposal 4—Stockholder Proposal Regarding Stockholder Right to Act by Written Consent

83

Stockholder Proposals and Director Nominations for the 2022 Annual Meeting

86

PART 8—ADDITIONAL INFORMATION

87

Security Ownership of Certain Beneficial Owners and Management

87

Certain Relationships and Related Transactions

88

Notice and Access

89

Other Information

89

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

HUNTSMAN PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be voted upon at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Huntsman Corporation ("Huntsman" or our "Company"), this summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

For further information on how to attend and participate in the virtual Annual Meeting, please see "Additional Details Regarding the Annual Meeting" on page 8 of the Proxy Statement.

ANNUAL MEETING DETAILS

Date and Time
 
Virtual Meeting Site
Wednesday, April 28, 2021
9:00 a.m., Central Time

www.virtualshareholdermeeting.com/HUN2021

 

Record Date
 
Common Stock Outstanding as of the Record Date
March 4, 2021 221,647,461

MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal
 
Board Recommendation
1. Election of 11 director nominees named in the Proxy Statement FOR EACH NOMINEE
2. Advisory vote to approve named executive officer compensation   FOR
3. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021 FOR
4. Stockholder proposal regarding stockholder right to act by written consent   AGAINST

PERFORMANCE HIGHLIGHTS IN 2020

The challenges brought on by the COVID-19 pandemic in 2020 were unlike any in our recent history. The pandemic significantly impacted the economic conditions throughout the United States and the world, including the markets in which we operate. We responded with increased cost control and lower discretionary spending, reducing capital expenditures and suspending share repurchases to preserve our strong balance sheet. We also utilized available assets to produce and donate millions of pounds of hand sanitizer around the world in order to contribute to the global fight against COVID-19. Despite the significant macroeconomic instability, we achieved many successes during 2020, which was marked with significant milestones for our Company.

We completed the sale of our Chemical Intermediates and Surfactants businesses to Indorama Ventures Holdings L.P. for approximately $2 billion which reduced our upstream footprint and further fortified our investment grade balance sheet.

We acquired Icynene-Lapolla for $350 million, which nearly doubled our existing spray polyurethane foam business. The combined business was rebranded as Huntsman Building Solutions, a global leader in spray polyurethane foam insulation.

We transformed our Advanced Materials business by announcing three separate transactions in 2020, two of which closed during 2020 and the third closed in January 2021. During 2020 we acquired CVC Thermoset Specialties for $300 million and sold our India-based do-it-yourself consumer adhesives business for approximately $257 million, plus up to an additional $28 million subject to an 18-month earnout. We also announced in December 2020 the acquisition of Gabriel Performance Products for $250 million, which closed in early 2021. The net impact of all three transactions expanded our core specialty business and improved the geographic balance of the business at an overall attractive net purchase price.

We completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC for approximately $99 million, which included $8 million a 30-month option for the buyer to acquire the remaining 9.7 million ordinary shares held by us. This transaction also allowed us to capture an immediate tax savings of $150 million, securing a total cash benefit of approximately $250 million in 2020.

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

We announced more than $120 million of annualized cost and synergy savings including the acceleration of synergy capture related to our newly acquired businesses.

We received six Responsible Care® Certificates for 2019 Health and Safety Performance from the American Chemistry Council and published our 2019 sustainability report. The 2019 sustainability report represents the ninth annual report since launching our corporate sustainability initiative in 2010.

We opened a new TEROL® polyols plant in Taiwan, expanding our downstream polyurethanes capabilities in the Asia-Pacific region.

We repurchased 5.4 million shares for $96 million in early 2020 and paid out approximately $144 million in dividends to our stockholders.

COVID-19 STAKEHOLDER RESPONSE

Huntsman has always maintained focus on the health and safety of our employees, suppliers, customers and communities. At the onset of the pandemic, we established an executive task force to closely monitor the evolving situation and implemented appropriate measures to ensure health, safety and business continuity aligned with local and federal recommendations.

As manufacturers of raw materials in critical applications that address pandemic relief and recovery, the chemical sector was designated as critical infrastructure in many of the worlds' largest economies. Many of our manufacturing facilities remained in operation throughout the pandemic, although often with only essential employees. As a critical business, our manufacturing operations quickly adjusted to the demands of the new environment and began producing hand sanitizer and other critically-need products. We donated our products and expertise to support those on the front lines of this pandemic, while also taking steps to minimize impact on our operations in support of our customers and the global industries they represent.

Employee Safety Actions

We adopted frequent and focused communications to our employees regarding hygiene, social distancing and other best practices.

We implemented remote working arrangements for employees whose roles enabled them to do so. For those who could not work remotely, we designed safeguards at our workplaces, including:

We eliminated noncritical business travel.

Business Continuity and Essential Products

We launched production of hand sanitizer at three of our global locations, including Montney, Switzerland, McIntosh, Alabama and Melbourne, Australia.

We maintained production of thermoplastic polyurethane (TPU) elastomers, which is a key ingredient in the manufacture of essential medical personal protective equipment.

We ramped up production of our Textile Effect products required for productions of surgical face masks.

Global Philanthropic Efforts

In March and April 2020, we donated millions of pounds of hand sanitizer to local healthcare facilities to contribute to the global fight against COVID-19.

In February 2020, we donated RMB1 million (US$143,000) worth of raw materials used to manufacture prefabricated panels needed for construction of hospitals and spandex needed for the production of medical protective articles.

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

We will continue to monitor the latest updates about the global COVID-19 pandemic and will take necessary actions to safeguard the health of our employees. We are proud of what Huntsman has delivered to date and are confident that we will continue to rise to the challenges ahead.

DIRECTOR NOMINEES (PROPOSAL 1)

The following table provides summary information about each director nominee. We ask you to vote "FOR" each of our director nominees.

Nominee
 
Age
 
Director
Since

 
Principal Occupation
 
Committees
Peter R. Huntsman 58 2005 Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation (our "CEO") Litigation
Nolan D. Archibald   77   2005   Former Executive Chairman of Stanley Black & Decker   Compensation, Governance
Mary C. Beckerle 66 2011 Chief Executive Officer of Huntsman Cancer Institute at the University of Utah Audit, Governance
M. Anthony Burns   78   2010   Chairman Emeritus of Ryder System, Inc.   Audit, Governance
Sonia Dulá 60 2020 Former Vice Chairman of Bank of America, Latin America Audit, Sustainability
Cynthia L. Egan   65   2020   Former President of Retirement Plan Services of T. Rowe Price Group   Governance, Sustainability
Daniele Ferrari 59 2018 Former Chief Executive Officer of Versalis S.p.A. Compensation, Sustainability
Sir Robert J. Margetts   74   2010   Former Deputy Chairman, OJSC Uralkali   Audit, Governance
Jeanne McGovern 62 2021 Retired Partner, Deloitte & Touche LLP Audit
Wayne A. Reaud   73   2005   Trial Lawyer   Compensation, Litigation
Jan E. Tighe 58 2019 Retired Vice Admiral of the U.S. Navy Audit, Sustainability

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

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:

ROBUST INDEPENDENCE AND THOUGHTFUL BOARD RENEWAL

All members of our Board, except our CEO, are independent


ü

Five of our 11 directors (or 45.5%) add gender diversity, and one director adds ethnic diversity


ü

Five new independent directors (including four women) added to the Board since 2018


ü

Ongoing Board refreshment effort, led by the Chair of our Governance Committee, Nolan D. Archibald


ü

ACCOUNTABILITY TO STOCKHOLDERS


 

Majority voting for director nominees in all uncontested elections


ü

Simple majority stockholder voting requirements


ü

Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%)


ü

Eligible stockholders may nominate director nominees through our proxy materials (proxy access)


ü

Robust stock ownership guidelines for directors and executive officers


ü

Policy prohibiting short sales by directors and executive officers


ü

PRUDENT RISK OVERSIGHT


 

Newly-formed Sustainability Committee with oversight over sustainability and other related corporate social responsibility and governance matters


ü

Board and committee oversight of operational, financial, strategic, competitive, reputational, legal and regulatory risks


ü

BOARD ADOPTED LOWER SPECIAL MEETING THRESHOLD

On October 28, 2020, our Board approved an amendment to our Bylaws that lowered the ownership threshold to call a Special Meeting of Stockholders to 15% of outstanding shares of capital stock.

Our Bylaws previously contained a 25% ownership threshold for requesting a special meeting of stockholders. As part of our regular ongoing review of our corporate governance practices, our Board carefully considered evolving governance practices, as well as our investor feedback and previous stockholder votes on the action to adopt stockholders' right to act by written consent. As the result of this considerate process, our Board believed that a 15% threshold more appropriately struck a balance between enhancing stockholder access and minimizing the potential harms associated with allowing a small number of stockholders to call special meetings.

BOARD APPROVED FORMATION OF SUSTAINABILITY COMMITTEE

On February 16, 2021, the Board approved the formation of a Sustainability Committee of the Board to provide more focused support and oversight of our sustainability and other related corporate social responsibility and governance matters, as those matters have required increased focus and Board attention in recent years. Dr. Jan E. Tighe, Daniele Ferrari, Sonia Dulá, and Cynthia L. Egan were appointed to serve as the initial members of the Sustainability Committee, with Dr. Tighe serving as the Chair. Please see "Corporate Governance—Committees of the Board—Sustainability Committee" for additional information.

BOARD DIVERSITY

Director succession is a thoughtful, ongoing process at Huntsman Corporation. Our Board evaluates desired attributes in light of our strategy and evolving needs. As a part of the Board refreshment process, led by Nolan D. Archibald, the Chair of our Governance Committee, we added five new independent directors (including four women and an ethnically-diverse director) to the Board since 2018.

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

Our Board consists of a highly qualified, diverse group of leaders in their respective fields and is representative of an effective mix of deep Company knowledge and fresh perspective. The following graphic illustrates the diverse and well-rounded range of attributes, viewpoints and experiences of our 11 director nominees.

GRAPHIC

EXECUTIVE COMPENSATION (PROPOSAL 2)

WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL

At our 2021 Annual Meeting, our stockholders will again have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our named executive officers. We ask you to vote "FOR" to approve our named executive officer compensation. Please see "Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation." Please also read our "Compensation Discussion and Analysis" beginning on page 41 for more information regarding our executive compensation program in 2020.

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

EXECUTIVE SUMMARY

The Compensation Committee believes the design of our executive compensation program, and the Committee's decisions and outcomes in 2020, achieve its primary objective of aligning the financial interests of our NEOs with the creation of long-term stockholder value.

COMPANY PERFORMANCE HIGHLIGHTS
 
COMPENSATION STRUCTURE AND OUTCOMES
Despite a challenging operating environment driven by the COVID-19 pandemic, we delivered strong performance on key financial, strategic and ESG initiatives in 2020; highlights include:

Financial: Exceeded goals for Adjusted EBITDA, Adjusted Free Cash Flow and other corporate objectives; realized significant cost-savings including the acceleration of synergy capture of newly acquired businesses; completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC; and returned approximately $240 million to stockholders through dividends and share repurchases

Strategic:    Completed the sale of our Chemical Intermediates and Surfactants businesses; nearly doubled our spray polyurethane foam business through acquisition; transformed our Advanced Materials business by announcing three separate transactions in 2020; and opened a new TEROL® polyols plant in Taiwan

ESG:    Received six Responsible Care® Certificates for Health and Safety Performance; published our annual sustainability report; and added two highly qualified and diverse directors to our Board.

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 performance

A robust compensation benchmarking process against a peer group in which Huntsman is positioned near the median

Comprehensive policies and practices intended to support well-informed decisions and a sound compensation governance process.

During 2020, the Compensation Committee and management team focused on responding appropriately to the business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included:

Adjusted the performance goals for the annual cash performance awards that were originally approved in February, but ceased to provide effective incentives following the impact of the COVID-19 pandemic

-

Without such mid-year adjustment, we estimate payouts of the 2020 cash performance awards would have been approximately 40% higher for most of our NEOs

Implemented a corresponding reduction in the payout opportunity, capping annual cash performance awards at 50% of executives' individual incentive targets

Approved the payout of performance share units awarded in 2018 at 68.8% of target, reflecting our TSR performance relative to peers over the 2018-2020 period.

For 2021 long-term equity-based compensation to our NEOs, the Compensation Committee increased the weighting of performance share units to 50% and eliminated awards of stock options.

IMPACT OF COVID-19 PANDEMIC ON COMPENSATION

While 2020 was uniquely challenging, the Compensation Committee and management team focused on responding appropriately to the business impacts of the pandemic while maintaining our philosophy of pay-for-performance in the midst of significant challenges.

We Froze Base Salaries.    In response to the unprecedented challenges brought on by COVID-19, management recommended, and the Compensation Committee agreed, to suspend merit and general wage increases that would have customarily occurred at the end of the first quarter 2020 for all employees. As a result, the base salaries of our NEOs remain unchanged from 2019 levels. Mr. Huntsman's base salary has not increased since 2015.

We Reduced Target Payouts for 2020 Annual Cash Performance Awards.    The Compensation Committee originally approved the design of our annual cash performance award in February 2020, before the onset of the COVID-19 global

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

pandemic. In light of the unprecedented impact of COVID-19 on the global economy and therefore on our business, the initial performance measures and goals approved by the Compensation Committee no longer reflected our business environment, and therefore ceased to provide effective incentives to our NEOs.

After COVID-19 started to impact our business, the Compensation Committee began discussions on how to continue to provide an effective incentive for performance considering the new business environment. In July 2020, after consultation with Meridian (our independent compensation consultant), the Compensation Committee re-visited and re-established the design of our annual cash performance award as described in "Compensation Discussion and Analysis—2020 Executive Compensation Decision Decisions—2020 Annual Cash Performance Award" below.

In recognition of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.

STOCKHOLDER ENGAGEMENT AND RELATED CHANGES TO OUR COMPENSATION PROGRAM

At our 2020 Annual Meeting, our say-on-pay proposal received the support of 79% of the votes cast, which represented an improvement from 72% support in 2019 but was significantly lower than the 91% received in 2018. In response to the advisory say-on-pay results in 2019 and 2020, we engaged a number of our stockholders to discuss topics relevant to our compensation practices. In determining executive compensation, the Compensation Committee carefully considered the say-on-pay results and the stockholder feedback we received.

As a part of ongoing review of our executive compensation program, the Compensation Committee placed additional emphasis on tying the number of shares awarded to Company performance. In each of the last two years, the Compensation Committee incrementally increased the weighting of performance share units (from 30% of our long-term equity-based compensation in 2019 to 50% in 2021). Additionally, we eliminated awards of stock options to our NEOs in 2021, resulting in the current award mix of 50% performance share units and 50% restricted stock. The following table illustrates the evolution of our long-term equity-based compensation in the last three years.

Fiscal Year
Performance
Share Units

Stock
Options

Restricted
Stock

 

2019

30 % 30 % 40 %  

2020

40 % 20 % 40 %  

2021

50 % 0 % 50 %  

The Compensation Committee believes the enhanced mix of long-term equity-based incentives increases the emphasis on performance by further linking payouts to achievement of relative three-year TSR. Performance Share Units also better align NEO compensation with appreciation of our stock price over the long-term. Overall, we believe our compensation programs remain effective in implementing our primary compensation objectives.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3)

We ask you to vote "FOR" the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.

STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENT (PROPOSAL 4)

We ask you to vote "AGAINST" the stockholder proposal regarding action by written consent. Please see page 84 for our Board of Directors' Statement in Opposition.

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HUNTSMAN CORPORATION: PROXY STATEMENT

HUNTSMAN CORPORATION PROXY STATEMENT


 


PART 1


 


 






 


INFORMATION ABOUT THE MEETING


 

GENERAL

This Proxy Statement is being furnished to the stockholders of Huntsman in connection with the solicitation of proxies by its Board of Directors (the "Board"). The proxies are to be voted at our 2021 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, April 28, 2021, at 9:00 a.m. Central Time. Due to the impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, we adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participate in the Annual Meeting regardless of location. You will not be able to attend the Annual Meeting physically.

The Board is soliciting your proxy to vote your shares at the Annual Meeting. We will bear the cost of the solicitation, including the cost of the preparation, assembly, printing and, where applicable, mailing of the Notice of Annual Meeting of Stockholders, this Proxy Statement, the proxy card, the Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and any additional information furnished by us to our stockholders. In addition to solicitation by mail, certain of our directors, officers and employees may, without extra compensation, solicit proxies by telephone, facsimile, electronic means and personal interview. We have retained Innisfree M&A Incorporated to help us distribute and solicit proxies and agreed to pay them $17,500 and reimbursement for out-of-pocket expenses for these services. We will also make arrangements with brokerage houses, custodians, nominees and other fiduciaries to send proxy materials to their principals, and we will reimburse them for postage and clerical expenses.

DELIVERY OF PROXY MATERIALS

Beginning on March 18, 2021, we mailed a Notice of Internet Availability to our stockholders of record and beneficial owners who owned shares of our common stock at the close of business on March 4, 2021. The Notice of Internet Availability contained instructions on how to access the proxy materials and vote online. We have made these proxy materials available to you over the Internet or, upon your request, have delivered paper versions of these materials to you by mail, in connection with the solicitation of proxies by our Board for the Annual Meeting.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

ADDITIONAL DETAILS REGARDING THE ANNUAL MEETING

ANNUAL MEETING LOG-IN INSTRUCTIONS

Because we adopted a completely virtual format for the Annual Meeting, there is no physical meeting location. To participate in the virtual Annual Meeting, holders of shares of our common stock, at the close of business on March 4, 2021 (the record date for the Annual Meeting), should log in to the live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/HUN2021.

To join the live webcast and participate in the virtual Annual Meeting (e.g., submit questions and/or vote your shares), you will need your 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability. Online access to the live webcast will open approximately 15 minutes prior to the start of the Annual Meeting. We recommend that you log in to the Annual Meeting several minutes before its scheduled start time.

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If you are the representative of a trust or corporation, limited liability company, partnership or other legal entity that holds shares of our common stock, you will need the 16-digit control number included on the proxy card, voting instruction form or Notice of Internet Availability of that legal entity in order to attend and participate in the virtual Annual Meeting.

No recording of the Annual Meeting is allowed, including audio and video recording. If you are not a stockholder at the close of business on March 4, 2021 (the record date for the Annual Meeting) or do not have a control number, you will not be able to access the Annual Meeting.

STOCKHOLDER ACCESS DURING THE ANNUAL MEETING

We are sensitive to the fact that virtual meetings provide a different forum than traditional in-person meetings. As result, we are committed make every effort to ensure that stockholders will be afforded the same rights and opportunities to attend and participate in the Annual Meeting as they would at an in-person meeting. In particular, we believe the design of our virtual platform will enhance, rather than constrain, stockholder access and participation. For example, our virtual platform will allow stockholders to vote their shares electronically during the live webcast and to submit questions for a live Q&A session that will be held at the end of the Annual Meeting.

SUBMITTING QUESTIONS AND VOTING YOUR SHARES AT THE ANNUAL MEETING

Submitting Questions:    Stockholders as of the record date for the Annual Meeting who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/HUN2021 will have an opportunity to submit questions via the Internet during the meeting. As with our past physical annual meetings, we are committed to answering stockholders' questions in the order in which they are received, subject to the Rules of Conduct governing the Annual Meeting. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. To avoid repetition, we may group substantially similar questions together and provide a single response.

Voting Your Shares:    Stockholders as of the record date for the Annual Meeting who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/HUN2021 will have an opportunity to vote their shares electronically at the virtual Annual Meeting even if they have previously submitted their votes.

TECHNICAL SUPPORT

Prior to and during the Annual Meeting, we will have technicians ready to assist you with any difficulties you may encounter. If you encounter any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be available at www.virtualshareholdermeeting.com/HUN2021.

Please be sure to check in by 8:45 a.m. Central Time on April 28, 2021, the day of the Annual Meeting, so we may address any technical difficulties before the live audio webcast begins.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1. WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Annual Meeting, stockholders will vote upon the matters outlined in the Notice of Annual Meeting of Stockholders, which are: (1) the election of the 11 director nominees named in this Proxy Statement; (2) a non-binding advisory vote to approve the compensation of our named executive officers, also referred to herein as our "NEOs;" (3) the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021; (4) if properly presented at the meeting, a stockholder proposal regarding stockholder right to act by written consent; and (5) the consideration of any other matters properly presented at the Annual Meeting in accordance with our Sixth Amended and Restated Bylaws of Huntsman Corporation dated June 16, 2020, as amended (our "Bylaws"). The Board is not aware of any other matters to be presented at the Annual Meeting. In addition, our management will respond to questions from stockholders following the adjournment of the formal business at the Annual Meeting.

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2. WHY IS THE COMPANY USING A COMPLETELY VIRTUAL FORMAT FOR THE ANNUAL MEETING THIS YEAR?

Due to the impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, we adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow stockholders to participate in the Annual Meeting regardless of location.

3. WHAT IS INCLUDED IN THE PROXY MATERIALS?

The proxy materials include: (1) the Notice of Annual Meeting of Stockholders; (2) this Proxy Statement; and (3) the 2020 Annual Report. If you requested a paper copy of these materials by mail, the proxy materials also include a proxy card or a voting instruction card for the Annual Meeting.

You may refer to the 2020 Annual Report for financial and other information about our operations. The 2020 Annual Report is not incorporated by reference into this Proxy Statement and is not deemed to be a part hereof.

4. WHAT IS A PROXY?

A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Peter R. Huntsman, our Chairman of the Board, President and Chief Executive Officer, also referred to herein as our "CEO," and David M. Stryker, our Executive Vice President, General Counsel and Secretary, will serve as proxies for the Annual Meeting pursuant to the proxy card solicited by our Board.

5. WHAT IS A PROXY STATEMENT?

A proxy statement is a document that the regulations of the U.S. Securities and Exchange Commission (the "SEC") require us to give you when we ask that you designate Peter R. Huntsman and David M. Stryker as proxies to vote on your behalf. This Proxy Statement includes information about the proposals to be considered at the Annual Meeting and other required disclosures, including information about the Board and our executive officers.

6. HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET?

Your Notice of Internet Availability, proxy card or voting instruction card (as applicable) contains instructions on how to:

view our proxy materials online at www.proxyvote.com; and

instruct us to send future proxy materials to you electronically by e-mail.

If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until you terminate it.

7. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?

The record date for the Annual Meeting is March 4, 2021. Owners of record of our common stock at the close of business on the record date are entitled to:

receive notice of the Annual Meeting; and

vote at the Annual Meeting and any adjournments or postponements in accordance with our Bylaws.

At the close of business on March 4, 2021, there were 221,647,461 shares of our common stock outstanding, each of which is entitled to one vote on each item of business to be conducted at the Annual Meeting.

8. WHO MAY ATTEND THE ANNUAL MEETING?

All stockholders of record who owned shares of common stock at the close of business on March 4, 2021, or their duly appointed proxies, may attend the Annual Meeting and any adjournments or postponements thereof, as may our invited guests. To join the live webcast and participate in the virtual Annual Meeting (e.g., submit questions and/or vote your shares), you will need your 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability. Online

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access to the live webcast will open approximately 15 minutes prior to the start of the Annual Meeting. We recommend that you log in to the Annual Meeting several minutes before its scheduled start time.

If you are not a stockholder at the close of business on March 4, 2021 (the record date for the Annual Meeting) or do not have a control number, you will not be able to access the Annual Meeting.

9. HOW MANY VOTES ARE REQUIRED TO HOLD THE ANNUAL MEETING?

The required quorum for the transaction of business at the Annual Meeting is a majority of all outstanding shares of our common stock entitled to vote in the election of directors at the Annual Meeting, represented in person or by proxy. Consequently, the presence, in person or by proxy, of the holders of at least 110,823,731 shares of our common stock is required to establish a quorum at the Annual Meeting. Shares that are voted with respect to a particular matter are treated as being present at the Annual Meeting for purposes of establishing a quorum.

10. WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A STOCKHOLDER WHO HOLDS STOCK IN STREET NAME?

Most stockholders hold their shares through a broker, bank or other nominee (i.e., in "street name") rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those held in street name.

Stockholders of Record.  If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the "stockholder of record."

Street Name Stockholders.  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered, with respect to those shares, the beneficial owner of shares held in "street name," and the Notice of Internet Availability or proxy materials are being forwarded to you by your broker, bank or other nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to instruct your broker, bank or other nominee how to vote. Your broker, bank or other nominee has provided voting instructions for you to use in directing the broker, bank or other nominee how to vote your shares. If you fail to provide sufficient instructions to your broker, bank or other nominee, they may be prohibited from voting your shares. See "If I am a street name holder, will my shares be voted if I do not provide my proxy?" as described in Question 13 below.

11. WHAT DIFFERENT METHODS CAN I USE TO VOTE?

Stockholders of Record:    Stockholders of record may (1) vote their shares electronically at the Annual Meeting by completing a ballot; or (2) submit a proxy to have their shares voted by one of the following methods:

By Internet.  You may submit a proxy electronically on the Internet by following the instructions provided on the proxy card or Notice of Internet Availability. Please have your proxy card or Notice of Internet Availability in hand when you log onto the website. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on April 27, 2021.

By Telephone.  You may submit a proxy by telephone (from U.S. and Canada only) using the toll-free number listed on the proxy card or Notice of Internet Availability. Please have your proxy card or Notice of Internet Availability in hand when you call. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on April 27, 2021.

By Mail.  If you received a paper copy of the proxy materials by mail, you may indicate your vote by completing, signing and dating your proxy card and returning it in the enclosed reply envelope.

Street Name Stockholders:    Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods:

By the Methods Listed on the Voting Instruction Form.  Please refer to the voting instruction form or other information forwarded by your bank, broker or other nominee to determine whether you may submit a proxy by telephone or on the Internet, following the instructions provided by the record holder.

Electronically at the Annual Meeting.  You may vote electronically at the Annual Meeting. To participate in the virtual Annual Meeting, you will need the 16-digit control number included in your proxy card, voting instruction form or Notice of Internet Availability.

If you hold shares in BOTH street name and as a stockholder of record, YOU MUST VOTE SEPARATELY for each set of shares.

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Even if you plan to attend the Annual Meeting, we recommend you also submit your proxy so that your vote will count if you are unable to attend the meeting. Submitting your proxy via Internet, telephone or mail does not affect your ability to vote electronically at the Annual Meeting.

12. WHAT IF I AM A STOCKHOLDER OF RECORD AND I DON'T SPECIFY A CHOICE FOR A MATTER WHEN RETURNING MY PROXY?

A validly executed proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and submit a validly executed proxy, but do not indicate any contrary voting instructions, your shares will be voted as follows:

FOR the election of the 11 director nominees named in this Proxy Statement;

FOR approval, on a non-binding advisory basis, of the compensation of our NEOs;

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

AGAINST the stockholder proposal regarding the stockholder right to act by written consent.

If any other business properly comes before the stockholders for a vote at the meeting, your shares will be voted at the discretion of the holders of the proxy. The Board knows of no matters, other than those previously described, to be presented for consideration at the Annual Meeting.

13. IF I AM A STREET NAME STOCKHOLDER, WILL MY SHARES BE VOTED IF I DO NOT PROVIDE INSTRUCTIONS?

In some cases, your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Specifically, brokerage firms have the authority under New York Stock Exchange ("NYSE") rules to cast votes on certain "routine" matters if they do not receive instructions from the beneficial holder. For example, ratification of the appointment of the independent registered public accounting firm is considered a routine matter for which a brokerage firm may vote shares for which it has not received voting instructions. This is called a "broker discretionary vote." When a proposal is not a routine matter and a brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote." The election of directors, the advisory vote to approve NEO compensation and the stockholder proposal regarding stockholder right to act by written consent are not considered routine matters. Therefore, if you are a street name stockholder and do not provide voting instructions to your broker with respect to these matters, it will result in a broker non-vote with respect to such proposals. Broker non-votes will have no effect on the outcome of these proposals.

14. WHAT VOTES ARE NEEDED FOR EACH PROPOSAL TO PASS AND IS BROKER DISCRETIONARY VOTING ALLOWED?

Proposal
 
Vote Required
 
Broker Discretionary
Vote Allowed

(1) Election of 11 director nominees Majority of the votes cast No
(2) A non-binding advisory vote to approve the compensation of our NEOs   Majority of shares present (in person or represented by proxy) and entitled to vote   No
(3) Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021 Majority of shares present (in person or represented by proxy) and entitled to vote Yes
(4) Stockholder proposal regarding stockholder right to act by written consent   Majority of shares present (in person or represented by proxy) and entitled to vote   No

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15. WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE ANNUAL MEETING?

If you grant a proxy, the persons named as proxy holders will have discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. Under the provisions of our Bylaws and Rule 14a-8 promulgated under the Securities Exchange Act of 1934, the deadline for notifying us of any additional proposals to be presented at the Annual Meeting has passed and, accordingly, stockholders may not present proposals at the Annual Meeting.

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 prior to 11:59 p.m. Eastern Time on April 27, 2021;

requesting, completing and mailing in a new paper proxy card, as outlined in the Notice of Internet Availability;

giving written notice of revocation to our Corporate Secretary, which must be received on or before April 27, 2021, 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 electronically (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.

17. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OR MORE THAN ONE SET OF PROXY MATERIALS?

It means that you have multiple accounts with our transfer agent, Computershare, and/or brokers, banks or other nominees. Please vote all of your shares. We recommend that you contact Computershare and/or your broker, bank or other nominee (as applicable) to consolidate as many accounts as possible under the same name and address. If you have multiple accounts with Computershare that you want to consolidate, please submit your request by mail to Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000, or by telephone at 1-866-210-6997. Computershare may also be reached through its website at www.computershare.com.

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PART 2


 


 






 


BOARD OF DIRECTORS


 

DIRECTOR NOMINEES

Presented below is information with respect to our 11 nominees to be elected 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.

PETER R. HUNTSMAN

GRAPHIC

Peter R. Huntsman, 58, has served as a senior executive and a director of the Company and various of its affiliates since 1994. He presently serves as the Company's President and Chief Executive Officer and, additionally, as Chairman of the Board, a position he has held since January 2018. Mr. Huntsman sits on the Board's Litigation and Public Policy Committee.

Mr. Huntsman began his career at the Company's Olympus Oil subsidiary in 1983 and, starting in 1987, took on a series of general management positions with various operating subsidiaries, each with increasing scope and responsibility, before being appointed President and Chief Operating Officer in 1994. He was appointed Chief Executive Officer in 2000. In addition to serving on the Company's Board, he also serves as a director and a member of the Audit Committee of Venator Materials PLC, a publicly-traded global pigments company headquartered in the UK, which separated from the Company in 2017.

Mr. Huntsman has developed broad and deep experience across the many facets of the global chemical industry while serving in both operational and executive leadership positions in the United States and abroad. He has built valuable and enduring relationships with customers, suppliers, labor unions, political leaders, NGO's and the communities in which the Company operates around the world. He is widely recognized as a leader by his peers and was recently elected Vice Chairman of the Board of Directors of the American Chemistry Council, the chemical industry's principle trade, education, and advocacy association representing more than $550 billion in enterprise value, where he also sits on the Executive Committee. He will begin serving a one-year term as ACC's Chairman of the Board in 2022.

Supporting the communities in which Huntsman operates through charitable giving and civic engagement has been an important element of the Company's culture since it was founded 50 years ago. Mr. Huntsman is the Chairman and CEO of the Huntsman Cancer Foundation, which raises funds to support the ongoing research, treatment, and educational programs of the world-renowned Huntsman Cancer Institute. He is also CEO of the Huntsman Foundation, which recently committed $150 million to the University of Utah to establish the Huntsman Mental Health Institute with the express expectation that the Institute will become a nationally-recognized leader in mental health research, care, education and community outreach. Mr. Huntsman also serves on various 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. He also contributes to a number of domestic and international humanitarian projects funded by the Huntsman family and other Huntsman family companies.

The Board has concluded that Mr. Huntsman should continue to serve as Chairman of the Board and a director for the following reasons among others. His demonstrated competence in managing through the strategic, operational, financial, regulatory, and governance challenges facing the Company brings invaluable insight to the Board in the ordinary course. His global experience and diverse expertise, developed while serving in a wide variety of functional and executive management positions, likewise ensure that the exercise of the Board's oversight responsibility at the highest levels is well supported. Finally, his engagement and widely-recognized stature in the industry globally ensure that the Company's views and interests are well-represented on issues of critical importance at every level.

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NOLAN D. ARCHIBALD

GRAPHIC

Nolan D. Archibald, 77, has been a director of the Company since March 2005 and currently serves as Vice Chairman of the Board and Lead Independent Director. Mr. Archibald also serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee.

Mr. Archibald was the Chairman and Chief Executive Officer of Black & Decker Corporation from 1987 to 2010. During that time, he led a transformation of Black & Decker into one of the most innovative product companies in the United States, driving significant growth through new products and consistently ranking among the top recipient of patents granted by the U.S. Patent and Trademark Office. He led the relaunch of the DeWalt brand in 1992 and built what became the world's largest professional power tools brand. In 2010, Mr. Archibald co-engineered the merger of Black & Decker with Stanley Works, a combination that significantly increased stockholder value, and served as Executive Chairman of the Board of the combined company. He also chaired the Cost Synergy Committee that drove further stock price appreciation through significant cost reductions. Mr. Archibald has been cited by Business Week as one of the top six managers in the United States and Fortune Magazine as one of the country's "Ten Most Wanted" executives.

Mr. Archibald has extensive experience serving as a director on the Board of Directors of other large public companies in a variety of industries. These include Lockheed Martin Corporation where he chaired the Nominating and Corporate Governance Committee and served as Lead Independent Director through 2018, Brunswick Corporation, where he sat on the Executive Committee and chaired the Finance Committee through 2018, and ITT Corporation.

The Board has concluded that Mr. Archibald should continue to serve as Vice Chairman of the Board and Lead Independent Director for the following reasons among others. His extensive executive level management experience, his success at Black & Decker and, after the merger, Stanley Black & Decker, and his service on the Boards of ITT, Brunswick, and Lockheed Martin, where he was Lead Independent Director, bring a wealth of knowledge and expertise to the Board in the ordinary course. He provides the Board significant CEO-level leadership experience and demonstrated competencies in product innovation, retail and other consumer branding, marketing, and strategic planning, all of which are significant as Huntsman continues to shift its portfolio further downstream into markets closer to the consumer and driven by innovation. Most recently, he has been providing significant leadership and guidance to Executive Management and Divisional management in the Polyurethanes Division as it continues to expand the recently acquired and industry-leading spray polyurethane foam insulation businesses operating under the Huntsman Building Solutions brand through innovative go-forward branding and globalization strategies.

Working with the Chairman of the Board, Mr. Archibald, as Chair of the Nominating and Corporate Governance Committee, has been instrumental in bringing unique talents and diverse perspectives, to the Board over the past three years. The Company has added five new independent directors to date, including four women, all of whom bring new capabilities to the Board. Mr. Archibald's continued and direct involvement with the onboarding and integration of these new directors, as well as his engagement with the Board in the exercise of its oversight responsibilities in the ordinary course, provides continuity and stability during this important period.

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DR. MARY C. BECKERLE

GRAPHIC

Dr. Mary Beckerle, 66, has served as a director since May 2011 and sits on both the Audit Committee and the Nominating and Corporate Governance Committee. She is an internationally recognized academic and research scientist who has served as Chief Executive Officer of the Huntsman Cancer Institute at the University of Utah since 2006. She joined the faculty at the University of Utah in 1986 and is a Distinguished Professor of Biology and Oncological Sciences and the Associate Vice President for Cancer Affairs.

Dr. Beckerle has served on the Advisory Committee to the Director of the National Institute of Health, on 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. She currently serves on several scientific advisory boards, including the Medical Advisory Board of the Howard Hughes Medical Institute, the Board of Scientific Advisors of the National Cancer Institute (USA) and the External Advisory Board of the Dana Farber/Harvard Cancer Center. She is also a member of the Cancer Policy and Advisory boards at Duke University, Georgetown University, University of Pennsylvania, and the National Center for Biological Sciences in Bangalore (India).

Dr. Beckerle held a Guggenheim Fellowship at the Curie Institute in Paris in 1999 and is an elected Fellow of the American Academy of Arts and Sciences and the American Philosophical Society. She received the Utah Governor's Medal for Science and Technology in 2001, the Sword of Hope Award from the American Cancer Society in 2004, and the Alfred G. Knudson Award in Cancer Genetics from the National Cancer Institute in 2018.

In addition to serving on the Company's Board, Dr. Beckerle has been a director of Johnson & Johnson since 2015. J&J is a U.S.-based multinational engaged in the manufacture and marketing of medical devices, pharmaceuticals and consumer-packaged goods and one of the ten largest publicly-traded companies in the United States measured by market capitalization. Dr. Beckerle chairs J&J's Science, Technology and Sustainability Committee and also serves on the Regulatory Compliance Committee. She has been named as a National Association of Corporate Directors Directorship 100 awardee, which recognizes leading corporate directors and others who significantly impact boardroom practices and performance.

The Board has concluded that Dr. Beckerle should continue to serve as a director for the following reasons among others. Her deep knowledge of chemical and other sciences utilized in the field of cancer treatment and research, her familiarity with regulatory affairs and compliance oversight associated with chemicals, pharmaceuticals, and medical devices, and her executive management experience at the Huntsman Cancer Institute enable her to provide valuable insight and guidance to the Board in all these areas. This experience and expertise likewise enhance her value to the Audit Committee, which exercises oversight responsibility for enterprise risk assessment and material risk mitigation, key areas of focus for the Committee and the chemical industry more generally.

Her tenure as the CEO of the Huntsman Cancer Institute, an NIH-designated Comprehensive Cancer Center (which puts HCI in the top 4% of more than 1,500 cancer centers nationwide) enables her to contribute extensive management skills and broad experience in both operational and strategic areas relevant to the Company's operations. Likewise, Dr. Beckerle's service on the board of Johnson & Johnson, which is widely recognized as a leader in corporate governance best practices, including her leadership of J&J's Science, Technology and Sustainability Committee, enables her to bring a unique and valuable perspective to her service on the Company's Board and its committees.

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M. ANTHONY BURNS

GRAPHIC

M. Anthony Burns, 78, has been a director of the Company and the Chair of the Audit Committee since 2010, during which time he helped oversee the transformation of the Company's balance sheet and improvement of its credit rating to investment grade. Mr. Burns also sits on the Board's Nominating and Corporate Governance Committee.

Mr. Burns served as Chairman of the Board, CEO, President and COO of Ryder System, Inc., a multi-billion dollar publicly-traded transportation and logistics services company, between 1979 and 2002, and since 2002 he has been Chairman Emeritus. He was a three-time recipient of Financial World magazine's CEO of the Year Award during his tenure at Ryder and was named "CEO of the Decade" in the Transportation, Freight & Leasing sector. Before joining Ryder, Mr. Burns held several senior financial management positions at Mobil Oil Corporation.

Mr. Burns has also acquired extensive public company board level experience over a wide range of global industries over the course of his career. He served on the boards of J.P. Morgan Chase, Stanley Black & Decker, JC Penney, and Pfizer, and he chaired audit committees at all but Pfizer. At Pfizer, Mr. Burns served as Chairman of the compensation committee.

Mr. Burns is a Life Trustee of the University of Miami in Florida and has been active in charitable, cultural, and civic organizations both nationally and in Florida. He served on the boards of United Way of America, American Red Cross, National Urban League, and the Boy Scouts of America, as well as on the Foundation Board for the Malcolm Baldridge National Quality Award. Mr. Burns also co-chaired The Business Roundtable, a nonprofit association whose members are exclusively CEOs of major United States companies. In his home state of Florida, he served as chairman of the Capital Campaign for the Performing Arts Center of Greater Miami, board chairman and campaign chairman of the United Way of Miami-Dade County, and president of the Boy Scouts of America South Florida Council. In recognition of his extensive charitable work in the aftermath of Hurricane Andrew, Mr. Burns was named by the American Red Cross as its Humanitarian of the Year.

The Board has concluded that Mr. Burns should continue to serve as a director for the following reasons among others. His CEO and other executive management level experience allows him to contribute steady leadership, strategic insight and valuable oversight at the Board level on key strategic, financial and enterprise risk-related issues regularly facing the Company. Mr. Burns' extensive experience on the audit committees at JP Morgan Chase, Stanley Black & Decker, and JC Penney, all of which he chaired, and at Pfizer, provided him broad financial management, internal control expertise, and deep familiarity with global enterprise risk management and related systems. Finally, his continued service as Chair of the Company's Audit Committee will help ensure a steady and orderly transition while the Committee's newest members become more familiar with the Company's financial management and systems of internal controls.

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SONIA DULÁ

GRAPHIC

Sonia Dulá, 60, joined the Board of Directors in June 2020 and serves on the Audit Committee and the Sustainability Committee.

Ms. Dulá served as Vice Chairman of Bank of America, Latin America, and headed the Global Corporate and Investment Banking Division for the region, a position to which she was appointed in 2013, prior to retiring in 2018. Before that, Ms. Dulá led Merrill Lynch's Wealth Management Division in Latin America and was responsible for the Latin America Corporate and Investment Banking Division. Prior to joining Bank of America, Ms. Dulá served as Chief Executive Officer of Grupo Latino de Radio, the owner/operator of more than 500 radio stations in Latin America and the U.S. Hispanic market, co-founded two internet companies, Internet Group of Brazil and Obsidiana, and served as Chief Executive Officer of Telemundo Studio Mexico. She began her career as an investment banker at Goldman Sachs, based in London and New York, and rising to leadership positions. She graduated from Harvard with a degree in Economics and earned her MBA from Stanford University.

In addition to serving on the Company's Board of Directors, Ms. Dulá serves on the Board and the Audit Committee of Hemisphere Media Group, Inc., a publicly-traded Spanish language media company, and on the Board of Acciona, S.A., a publicly-traded renewable energy and infrastructure developer headquartered in Spain. Prior to 2021, she served on the Board of Promotora de Informaciones (PRISA) S.A., a leading Spanish and Portuguese-language media and education group, where she sat on the Audit and Executive Committees, and chaired the Nominating, Compensation and Corporate Governance Committee. Ms. Dulá also serves as a member of the Latin America Strategic Advisory Board of Banco Itaú, is a life member of the Council on Foreign Relations, and previously sat on the boards of the Council of the Americas, Women's World Banking, and the Arsht Center for the Performing Arts. In 2018, Ms. Dulá ranked 4th on Fortune's list of the 50 Most Powerful Latinas.

The Board has concluded that Ms. Dulá should continue to serve as a director for the following reasons, among others. Her extensive international experience and expertise in finance and investment banking provide valuable judgement and insight to the Board and executive management, as the Company continues to pursue future strategic opportunities for growth and transformation. Additionally, her entrepreneurial and executive leadership experience in Latin America bring a unique perspective to the Board, which will benefit from such experience as the Company continues to execute the strategic repositioning of our downstream business.

Finally, her service on the Board of Acciona, S.A., a publicly-traded developer of sustainable infrastructure projects and solutions, especially in the renewable energy space, will provide valuable insight and support in connection with her prospective service on the Sustainability Committee.

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CYNTHIA L. EGAN

GRAPHIC

Cynthia Egan, 65, joined the Board of Directors in 2020, bringing perspective of large institutional investors to the Company's boardroom for the first time, and serves on the Nominating and Corporate Governance Committee and the Sustainability Committee.

Ms. Egan spent a large part of her professional career in the investment management industry, retiring as President of Retirement Plan Services for T. Rowe Price Group, a global investment management organization in 2012, after serving in that capacity for five years. After leaving T. Rowe Price, Ms. Egan spent one year as a Senior Advisor to the U.S. Department of the Treasury where she advised senior level agency employees on domestic employment retirement security. Before joining T. Rowe Price, Ms. Egan held progressively more senior-level leadership positions with Fidelity Investments, a multinational financial services corporation, 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. She was the founding chair of the T. Rowe Price Women's Roundtable and the founding co-chair of the Council for Women of Boston College. She started her career at the Federal Reserve Board of Governors in 1980 and worked at KPMG Peat Marwick and Bankers Trust before joining Fidelity in 1989.

In 2015, Ms. Egan joined the Board of Directors at The Hanover Insurance Group, one of the largest publicly-traded insurance companies in the United States, where she served as chair of the Compensation Committee before also becoming Vice Chair of the Board in 2020 and then Chair of the Board of Directors at the end of last year. Ms. Egan also chairs the Hanover Board's Compensation and Human Capital Committee. In addition to her board service at the Company and Hanover, Ms. Egan also serves as a director of the BlackRock Fixed Income Funds Complex and The Unum Group. She previously served on the board of Envestnet, an NYSE-listed company providing wealth management technology and products to financial advisors and institutions. Ms. Egan currently Chairs the Board of Visitors of the University of Maryland School of Medicine and has served on the boards of the Walters Art Museum and The St. Paul's School for Boys.

The Board has concluded that Ms. Egan should continue to serve as a director for the following reasons among others. Her substantial expertise and diverse experience gained during her career in the institutional investment and mutual fund industries, including her executive management level experience at T. Rowe Price and Fidelity, provide the Board and executive management a unique perspective and fully align with the Company's long-term strategy to ensure the Board and management remain focused on the priorities of Company stockholders, including leading institutions. Additionally, Ms. Egan brings to the Board substantial experience, including director-level oversight, and familiarity of developing issues and trends in the areas of human capital management and other governance-related matters.

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DANIELE FERRARI

GRAPHIC

Daniele Ferrari, 59, joined the Board in March 2018 and sits on the Company's Compensation and Sustainability Committees. He previously served on the Board's Audit Committee.

Mr. Ferrari was employed as Chief Executive Officer of Versalis S.p.A., one of Europe's largest chemical companies, from 2011 through the end of 2020. He also served as 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. Matrìca is on the cutting edge of the renewable chemistry industry, operating an integrated "green" chemistry complex in Port Torres, Italy, where it develops state-of-the-art products characterized by biodegradability and low toxicity, and sourced from vegetable-based raw materials harvested from an integrated agricultural production chain. Matrìca is a leading provider of sustainable solutions in the chemical industry, combining renewability and high performance.

Mr. Ferrari was employed as a senior executive at the Company earlier in his career and has more than 35 years of operating and executive experience in the chemical industry. He worked for Imperial Chemical Industries (ICI) and Agip Petroli, a subsidiary of Eni S.p.A., a leading international oil and gas company, before joining the Company in 1997 where he ultimately became President of the Performance Products division. He recently became a senior advisor to SK Capital Partners, a private equity investment firm focused on specialty materials, chemicals and pharmaceuticals, and he sits on the board of directors of Venator Materials PLC, a stand-alone, publicly-traded global pigments company, which separated from Huntsman in 2017 and where he serves on the Compensation and Nominating and Corporate Governance Committees.

More recently, Mr. Ferrari served as President of the European Chemical Industry Council, Europe's leading trade association for the chemical industry, where he represented 29,000 chemical firms and interacted on their behalf with international and EU governmental and regulatory institutions, NGO's, international media, and other industry stakeholders. He is currently vice-president of CEFIC, member of the Executive Committee and chair of the Nominating Committee. He also served as President of PlasticsEurope Bruxelles, the association of European plastics manufacturers. Additionally, Mr. Ferrari served as a board member of the recently-created Alliance to End Plastics Waste, a global not-for-profit organization composed of more than 40 global companies that committed more than $1 billion over the next five years to help eliminate plastic waste in partnership with the financial community, various governmental agencies, and several NGO's. He is also board member of the OUEBP (Oxford University Business Economics Program).

The Board has concluded that Mr. Ferrari should continue to serve as a director for the following reasons among others. His operational and executive leadership in the chemical industry globally enables him to provide the Board and Company management valuable insight into the business in the ordinary course and effective oversight of the Company's strategic business plans. Further, the breadth of his experience and relationships he developed dealing with United Nations sustainable development goals, the Circular Economy process more broadly, and both regulatory and market-driven demand to develop eco-friendly and renewable chemistry solutions all provide Mr. Ferrari unique perspective into the key operational and functional challenges facing the Company, especially those relating sustainability, including GHG, water and waste management. And, finally, his strategic leadership of Versalis' global repositioning and rebranding provided him valuable experience, insight and contacts within the sector that further enhance Board oversight of the Company's own repositioning and rebranding efforts in downstream markets.

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SIR ROBERT J. MARGETTS

GRAPHIC

Sir Robert Margetts ("Sir Rob"), 74, has been a director of the Company since August 2010 and serves on the Nominating and Corporate Governance Committee and the Audit Committee, where he has been designated a financial expert under the Sarbanes-Oxley Act.

Sir Rob has more than 50 years of operating and executive level experience in the chemical industry, starting at the beginning of his career with Imperial Chemical Industries (ICI), a multinational chemical company based in the United Kingdom where he ultimately rose to become Executive Vice Chairman of the Board. Before becoming Vice Chairman, Sir Rob held a number of leadership positions within executive management with responsibilities for the global research, technology, engineering and manufacturing functions, including process safety and major hazard operations. Sir Rob also had executive level responsibility for many of ICI's global business units and, ultimately, became responsible at the Board level for a strategic divestment program that led to ICI's transformation into a specialty chemical company, raising $10 billion in more than 30 separate transactions, including sales of ICI's global polyurethanes, petrochemical and titanium dioxide businesses to Huntsman.

Sir Rob also has substantial board and oversight experience in the financial services and investment management sector and in other industries relevant to the Company's supply chain. In 2000, he was elected Chairman of the Board of Legal & General PLC, a multinational financial services firm founded in 1836, where he oversaw a global portfolio with more than £500 billion in assets under management. He also served as Chairman of the Board of the BOC Group PLC, a publicly-traded industrial gas business in the UK, that was ultimately sold to Linde AG for a substantial premium to stockholders. Since that time, he served as the Senior Independent Director of two global mining companies, Anglo American PLC and PJSC Uralkali, and on the Boards of Directors of Wellstream PLC and Falk Renewables PLC. Sir Rob previously served as Vice Chairman and Lead Independent Director of Venator Materials PLC, and he is founder and chairman of Ensus Ltd, a major bioethanol and protein producer and part of the CropEnergies Group, one of Europe's leading manufacturers of sustainably-produced bioethanol for the fuel sector today.

Over the course of his career, Sir Rob has played an active role in the development and implementation of public policy in the United Kingdom, especially in the areas of climate change and sustainability. He served as Chairman of the Natural Environment Research Council, a non-departmental government agency responsible for national investment in the sciences relating to climate change and the environment. More recently, he established and then chaired the Energy Technologies Institute, a public-private partnership charged with development and demonstration of new low carbon energy technologies. These, and Sir Rob's many other contributions to public life through science and engineering, were formally recognized when he was awarded the rank of Commander of the Most Excellent Order of the British Empire (CBE) and a Knighthood for his distinguished service to business, the economy, science and technology. He is likewise the recipient of many Honorary Fellowships, Doctorates and other awards, including membership in the Fellowship of the Royal Academy of Engineering (FREng), an honor given by the Royal Academy of Engineering to recognize the best and brightest engineers, inventors and technologists in the UK and around the world.

The Board has concluded that Sir Rob should continue to serve as a director for the following reasons among others. His extensive leadership and operating experience in the global chemical industry, his broad executive and board-level experience in a diverse range of other global industries, including financial services and investment management, and his strong background, acumen, experience and relationships in business, financial, operational and, especially, public policy matters have provided him substantial and valuable insight into a wide variety of material risk and challenges facing the Company in the ordinary course. Additionally, Sir Rob's long and committed engagement addressing climate change, GHG regulation, and sustainability in the public policy realm bring critical perspective to the Board and align with the requisite engagement of the Company's executive management as reflected most recently in the creation of the Sustainability Committee.

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JEANNE MCGOVERN

GRAPHIC

Jeanne McGovern, 62, joined the Board in February 2021 and presently serves on the Audit Committee.

Ms. McGovern retired in 2020 after more than 35 years of audit and advisory experience at Deloitte & Touche LLP. Her credentials include supervisory responsibility over audits of Fortune 500 multinationals in various industrial sectors and substantial advisory work directly with clients on mergers and other strategic priorities, including business model transformation, financings and other transactions. Ms. McGovern brings demonstrated leadership to the Board from Deloitte, where she headed the succession and deployment process for accounting and assurance partners that focused on developing audit partners for the firm's most significant clients and, additionally, identified, mobilized, and directed resources globally to help partners and firm leaders respond to trends affecting multinational companies.

Ms. McGovern is well familiar with the Board's responsibility to exercise strong oversight of the Company's financial accounting practices and systems of internal controls as she regularly served as a speaker at education and training sessions for clients' board members on how to exercise properly the role of an audit committee member. She also facilitated sessions for audit committees focused on transformation, enhancing effectiveness, and sharing leading practices.

The Board has concluded that Ms. McGovern should continue to serve as a director for the following reasons among others. She brings to the Board more than 35 years of public accounting and financial management experience serving clients in a diverse array of global industries, including industrial and consumer products, chemical manufacturing, and life sciences, and she has a deep understanding of the business, economic, and compliance environments in which the Company and many of its customers operate. She will be able to apply her strong expertise and long experience in financial reporting, internal controls and audit functions to her responsibilities as a member of the Company's Audit Committee and to the Committee's work with the full Board in its oversight of the Company's preparation of financial statements and disclosures, and compliance with legal and regulatory requirements. Having served as a senior audit partner at a major global accounting firm, she brings keen insight to the Audit Committee and the Board into the complexities of risk management and the effectiveness of the Company's practices and policies to mitigate enterprise-wide risks.

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WAYNE A. REAUD

GRAPHIC

Wayne Reaud, 73, has served as a director since March 2005 and currently chairs both the Board's Compensation Committee and the Litigation and Public Policy Committee.

Mr. Reaud is an accomplished trial lawyer and founder of the Beaumont, Texas law firm of Reaud, Morgan & Quinn, LLP. For more than 40 years, he has represented clients in significant cases involving personal injury, product liability, toxic torts and business litigation. He handled first impression mass tort litigation involving asbestos liability claims, including the largest asbestos product liability class action lawsuit in the history of the Texas court system. He also represented the State of Texas in its landmark litigation against the tobacco industry, which resulted in the largest settlement of a single case in the U.S. history at the time.

Mr. Reaud received numerous awards and recognition over the course of his lengthy career. He is a Life Fellow of the Texas Bar Foundation and a Fellow of the International Society of Barristers, a member of the Philosophical Society, and a member of the State Bar of Texas Grievance Committee. He was chosen as the Most Distinguished Alumni of Texas Tech University Law School in 1998 and also selected as the Most Distinguished Alumni of Lamar University in 2006. Mr. Reaud was awarded the Honorary Order of the Coif by the University of Texas School of Law in 2011. He is listed in Best Lawyers in America and has been named a "Super Lawyer" each year since 2006.

Mr. Reaud has demonstrated an extraordinary commitment to public life and community service apart from the practice of law. He currently serves as Chairman of the Board of the Beaumont Foundation of America and is a Director of the Reaud Charitable Foundation. Since the Beaumont Foundation was founded in 2001, it has been devoted to aiding the poor and, to date, has provided more than $166 million to help those who face economic challenges. Through his work with the Reaud Charitable Foundation, Mr. Reaud established an endowed scholarship at the University of Texas School of Law to provide students dedicated to a career in public interest law with tuition and a stipend to support their work and educational development. Between 2007 and 2020, Mr. Reaud served on the Board of Directors of CBTX, Inc., a publicly-traded bank holding company for CommunityBank Texas N.A., an asset bank offering commercial banking solutions to local small and mid-sized businesses and professionals in Houston, Beaumont, Dallas and surrounding communities in Texas.

The Board has concluded that Mr. Reaud should continue to serve as a director for the following reasons among others. His significant legal expertise and extensive trial experience in complex, high-profile cases enable him to advise the Board and executive management on material risks and successful risk mitigation strategies, and he serves as a uniquely valuable resource to the Company's legal department and its General Counsel. Mr. Reaud's strategic insights and committed support have assisted the Company in dealing with numerous material cases and risks resulting in significant benefits to the Company and its stockholders. Mr. Reaud's continued Board service is likewise appropriate because his demonstrated commitment to community service, education, public health, and cultural affairs mirrors the Company's significant focus in these areas.

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JAN E. TIGHE

GRAPHIC

U.S. Navy (Retired) Vice Admiral Tighe, 58, joined the Board in 2019 and currently serves as a member of the Board's Audit Committee and Chair of the Sustainability Committee.

During her 34-year Navy career, Vice Admiral Tighe served in various roles of increasing seniority for the Navy and National Security Agency, including Commander of the U.S. Fleet Cyber Command U.S. Tenth Fleet, where she directed operations and defense of Global Navy IT Networks, Signals Intelligence Operations and Offensive Cyberspace Operations. Before her retirement in 2018, she served as Deputy Chief of Naval Operations for Information Warfare and had various 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, which collaboratively planned and financed $150 billion annually to support global U.S. Navy missions. She led planning and resource programming for Navy Information Warfare Capabilities, including Cyber Resiliency and IT Network Modernization, and spearheaded the Navy's digital transformation, established a digital factory, and launched digital pilot projects that applied data science, artificial intelligence and machine learning to improve business productivity and mission operations.

Vice Admiral Tighe is a graduate of the U.S. Naval Academy and received her M.S. and Ph.D. degrees in Applied Mathematics and Electrical Engineering, respectively, from the U.S. Naval Postgraduate School (NPS). She later served as the President of NPS (from 2012 to 2013) and was inducted into the NPS Hall of Fame in 2018 in recognition of her distinguished accomplishments and contributions at the highest levels of public service.

In addition to her Board service at the Company, Vice Admiral Tighe is a member of the Boards of Goldman Sachs, a global investment bank and financial services company; Progressive Corporation, a Fortune 100 American property and casualty insurance company; and IronNet CyberSecurity, a global network security company serving the defense, financial services, energy and utilities, health care and life sciences industries. Vice Admiral Tighe also serves on the board of trustees for MITRE, a non-profit organization based in Bedford, Massachusetts and McLean, Virginia, as a board member for the U.S. Naval Academy Foundation, and as a strategic advisor to various cyber and technology-related organizations. She has been a National Association of Corporate Directors Governance Fellow since 2018.

The Board has concluded that Vice Admiral Tighe should continue to serve as a director for the following reasons among others. Her diverse leadership experience and uniquely valuable global perspective she gained during her Naval career, including her assignments with the National Security Agency, broadly support and align with the exercise of the Board's material risk oversight function. She provides the Board and executive management with unique and specialized substantive knowledge and oversight experience in cybersecurity and information technology, including designing and implementing cyber resiliency into operational systems and directing complex cyber and intelligence operations, all of which are areas of increasing focus for the Company and for the Audit Committee. Vice Admiral Tighe's more than 20 years of cybersecurity experience provides unique perspective to aid Board oversight of the Company's deployment of technology and the management of technology risk and she brings this valuable experience as well as her experience in strategic planning, risk assessment and mitigation, and strategy execution across a variety of organizations.

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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 2020 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 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 2020, 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 to 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 are below.

DIRECTOR COMPENSATION TABLE

The total 2020 compensation for our non-employee directors is shown in the following table:

Name(1)(2)
Fees Earned
or Paid in
Cash ($)(4)

Stock
Awards
($)(5)

All Other
Compensation
($)(6)

Total ($)

Nolan D. Archibald

$ 245,000 $ 145,000 $ 10,000 $ 400,000

Mary C. Beckerle

$ 175,000 $ 145,000 $ 10,000 $ 330,000

M. Anthony Burns

$ 215,000 $ 145,000 $ 10,000 $ 370,000

Sonia Dulá(3)

$ 78,542 $ 78,542 $ 157,084

Cynthia L. Egan(3)

$ 78,542 $ 78,542 $ 10,000 $ 167,084

Daniele Ferrari

$ 155,000 $ 145,000 $ 300,000

Sir Robert J. Margetts

$ 175,000 $ 145,000 $ 320,000

Wayne A. Reaud

$ 225,000 $ 145,000 $ 370,000

Jan E. Tighe

$ 165,000 $ 145,000 $ 310,000
(1)
Peter R. Huntsman served as a director of our Company in 2020 but is not included in this table since he was also our CEO. Mr. Huntsman did not receive any additional compensation in 2020 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 2020 Summary Compensation Table on page 61.

(2)
Ms. McGovern was appointed to the Board on February 16, 2021 and did not receive any compensation in 2020.

(3)
Ms. Dulá and Ms. Egan were appointed to the Board on June 16, 2020, and their respective compensation was prorated to reflect service beginning on that date. Ms. Dulá and Ms. Egan did not serve on any board committees in 2020.

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(4)
For 2020, non-employee directors received the following cash retainers:
Director
Annual
Retainer

Audit
Committee*

Compensation
Committee*

Governance
Committee*

Litigation
Committee*

Lead
Independent
Director

Nolan D. Archibald

$ 145,000 $ 10,000 $ 30,000 $ 60,000

Mary C. Beckerle

$ 145,000 $ 20,000 $ 10,000

M. Anthony Burns

$ 145,000 $ 60,000 $ 10,000

Sonia Dulá

$ 78,542

Cynthia L. Egan

$ 78,542

Daniele Ferrari

$ 145,000 $ 10,000

Sir Robert J. Margetts

$ 145,000 $ 20,000 $ 10,000

Wayne A. Reaud

$ 145,000 $ 50,000 $ 30,000

Jan E. Tighe

$ 145,000 $ 20,000
*
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. The Board approved the formation of the Sustainability Committee on February 16, 2021. As result, no directors received compensation for service on the Sustainability Committee in 2020.

(5)
This column represents the aggregate grant date fair value of fully vested stock awards or stock unit awards granted in 2020, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 ("FASB ASC Topic 718"). Each director, except for Ms. Dulá and Ms. Egan, received a stock award or stock unit award covering 6,732 shares based on the grant date fair value on February 13, 2020 of $21.54 per share. Ms. Dulá and Ms. Egan each received a stock award or stock unit award of 4,101 shares based on the grant date fair value on June 16, 2020 of $19.15. Shares underlying stock unit awards are deliverable upon termination of service. See "Note 24. Stock-Based Compensation Plan" to our consolidated financial statements in our Annual Report on Form 10-K, filed with the SEC on February 12, 2021 ("2020 Form 10-K"), for additional detail regarding assumptions underlying the value of these equity awards.

(6)
Messrs. Archibald and Burns, Dr. Beckerle, and Ms. Egan each donated to Section 501(c)(3) tax exempt organizations of their choice in 2020. On behalf of each of these directors, we matched their charitable contributions up to $10,000 through our Huntsman Director Matching Gift Program.

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PART 3


 


 






 


CORPORATE GOVERNANCE


 

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:

ROBUST INDEPENDENCE AND THOUGHTFUL BOARD RENEWAL
All members of our Board, except our CEO, are independent ü
Five of our 11 directors (or 45.5%) add gender diversity, and one director adds ethnic diversity ü
Five new independent directors (including four women) added to the Board since 2018 ü
Ongoing Board refreshment effort, led by the Chair of our Governance Committee, Nolan D. Archibald ü
ACCOUNTABILITY TO STOCKHOLDERS  
Majority voting for director nominees in all uncontested elections ü
Simple majority stockholder voting requirements ü
Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%) ü
Eligible stockholders may nominate director nominees through our proxy materials (proxy access) ü
Robust stock ownership guidelines for directors and executive officers ü
Policy prohibiting short sales by directors and executive officers ü
PRUDENT RISK OVERSIGHT  
Newly-formed Sustainability Committee with oversight over sustainability and other related corporate social responsibility and governance matters ü
Board and committee oversight of operational, financial, strategic, competitive, reputational, legal and regulatory risks ü

CORPORATE GOVERNANCE HIGHLIGHTS

Board Adopted Lower Special Meeting Threshold

On October 28, 2020, our Board approved an amendment to our Bylaws that lowered the ownership threshold to call a Special Meeting of Stockholders to 15% of outstanding shares of capital stock.

Our Bylaws previously contained a 25% ownership threshold for requesting a special meeting of stockholders. As part of our regular ongoing review of our corporate governance practices, our Board carefully considered evolving governance practices, as well as our investor feedback and previous stockholder votes on the action to adopt stockholders' right to act by written consent. As the result of this considerate process, our Board believed that a 15% threshold more appropriately struck a balance between enhancing stockholder access and minimizing the potential harms associated with allowing a small number of stockholders to call special meetings.

Board Approved Formation of Sustainability Committee

On February 16, 2021, the Board approved the formation of a Sustainability Committee of the Board to provide more focused support and oversight of our sustainability and other related corporate social responsibility and governance matters, as those matters have required increased focus and Board attention in recent years. Dr. Jan E. Tighe, Daniele Ferrari, Sonia Dulá, and Cynthia L. Egan were appointed to serve as the initial members of the Sustainability Committee, with Dr. Tighe serving as the Chair. Please see "—Committees of the Board—Sustainability Committee" for additional information on the Sustainability Committee.

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Board Diversity

Director succession is a thoughtful, ongoing process at Huntsman Corporation. Our Board evaluates desired attributes in light of our strategy and evolving needs. As a part of the Board refreshment process, led by Nolan D. Archibald, the Chair of our Governance Committee, we added five new independent directors (including four women and an ethnically-diverse director) to the Board since 2018.

Our Board consists of a highly qualified, diverse group of leaders in their respective fields and is representative of an effective mix of deep Company knowledge and fresh perspective. The following graphic illustrates the diverse and well-rounded range of attributes, viewpoints and experiences of our 11 director nominees.

GRAPHIC

BOARD GOVERNANCE

The Board and its committees meet throughout the year on a set schedule, and may also hold special meetings and act by written consents from time to time as appropriate. During 2020, the Board met six times, the non-management directors met in executive session four times. During 2020, each director attended at least 75% of the aggregate of:

the total number of meetings of the Board; and

the total number of meetings held by all Board committees on which such person served.

BOARD LEADERSHIP STRUCTURE AND EXECUTIVE SESSIONS OF THE BOARD

According to our Bylaws, the Chairman of the Board is elected by all of the directors on the Board to preside at all meetings of the Board and stockholders. The Chairman of the Board is also required to make reports to the Board and the stockholders and

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to ensure that all orders and resolutions of the Board and any of its committees are carried into effect. In accordance with our Corporate Governance Guidelines, the Chairman of the Board is also responsible for establishing the agenda for each Board meeting. At the beginning of the year, the Chairman of the Board establishes a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Board member is also free to suggest the inclusion of additional items on the agenda and to raise subjects at any Board meeting that are not on the agenda for that meeting. Peter R. Huntsman serves as our Chairman of the Board.

In accordance with our Corporate Governance Guidelines, the Board has no policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. Our Bylaws expressly allow our Chairman of the Board to also serve as President or Chief Executive Officer, if so elected by the Board. Currently, the Board believes that the interests of the Company and its stockholders are best served through a leadership model with a combined Chairman of the Board and Chief Executive Officer position. The Board believes that this issue should be considered periodically as part of the succession planning process and that it is in the best interests of our Company for the Board to make a determination regarding this issue each time it appoints a new Chief Executive Officer. Based on these principles, the Board may determine that it is appropriate in the future to separate the roles of Chairman of the Board and Chief Executive Officer.

Our Bylaws also allow the Board to elect a Vice Chair to preside at Board and stockholder meetings and to perform such other duties as may be delegated by the Board in the absence of the Chairman of the Board. The Board believes that Mr. Archibald, in particular, adds incremental and valuable leadership at the Board level through his role as Vice Chairman in addition to his position as Lead Independent Director. As Lead Independent Director, Mr. Archibald communicates with management on issues relevant to the independent directors and provides leadership on matters where there exists even a potential for management to have a conflict of interest. In accordance with our Corporate Governance Guidelines, non-management directors meet in executive session without management at each regularly scheduled Board meeting, or more frequently as needed at the call of one or more of our non-management directors. Mr. Archibald, as Vice Chairman of the Board and Lead Independent Director, chairs these sessions.

We believe that the appropriate Board leadership structure for our Company varies depending on the circumstances facing the Board and our Company at any given time. For example, we have revised the Board's governance structure in the past to address specific needs, such as the formation of a Sustainability Committee (in February 2021) and a Litigation and Public Policy Committee (in November 2008) and the election of Peter R. Huntsman as Chairman of the Board in addition to his role as President and Chief Executive Officer (in December 2017), having determined that this was the most efficient manner to facilitate effective communication between management and the Board and provide strong and consistent leadership as well as a unified voice for our Company. We believe that our current Board leadership structure efficiently addresses our Company's present needs and allows the Board to fulfill its role in exercising effective, independent oversight of our management on behalf of our stockholders. The Board further believes that we have in place effective structures, processes and arrangements to ensure that the work of the Board is completed in a manner that maintains the highest standards of corporate governance, independence and leadership, as well as continued accountability of management.

BOARD INDEPENDENCE

It is important to our Company that investors have confidence that the individuals serving as independent directors on the Board do not have relationships with us that impair their independence. Under NYSE corporate governance rules, the Board must have a majority of independent directors. For a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with our Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company. To assist in making independence determinations, the Board has adopted independence criteria which can be found on our website at www.huntsman.com. Under these criteria, a director is not independent if:

The director is, or has been within the last three years, an employee of our Company or an employee of any of our subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of our Company.

The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us (other than director and committee fees and pension or other forms of deferred compensation for prior service, which compensation is not contingent upon continued service). Compensation received by an immediate family member for service as an employee (other than an executive officer) of ours is not considered for purposes of this standard.

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The (1) director or an immediate family member is a current partner of a firm that is our internal or external auditor; (2) director is a current employee of such a firm; (3) director has an immediate family member who is a current employee of such a firm and who personally works on our Company's audit; or (4) director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time.

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company's compensation committee.

The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1.0 million or 2% of such other company's consolidated gross revenues.

The director is an executive officer of any charitable or non-profit organization to which we have made, within the preceding three years, contributions in any single fiscal year that exceeded the greater of $1.0 million, or 2% of such charitable or non-profit organization's consolidated gross revenues.

With the assistance of legal counsel, the Nominating & Corporate Governance Committee ("Governance Committee") has reviewed the applicable legal and NYSE standards for independence, as well as our independence criteria. Each year, the Governance Committee reviews: (i) a summary of the answers to annual questionnaires completed by each of the directors (and, if applicable, any nominees for director); and (ii) to the extent applicable, a report of transactions and relationships between each director (and, if applicable, any nominee for director) or any of such director's family members, and our Company, our senior management or our independent registered public accounting firm. To the extent that such relationships do not change from year to year, the Governance Committee is informed that there have been no changes to such relationships.

In conducting its independence review, the Governance Committee specifically considered the relationships discussed under "Additional Information—Certain Relationships and Related Transactions—Transactions" other than the compensation arrangements, which are reviewed by the Compensation Committee. In addition, the Governance Committee considered (a) Ms. McGovern's status as a retired partner of Deloitte & Touche LLP and (b) Dr. Beckerle's position as CEO of the Huntsman Cancer Institute, or the Institute. The Governance Committee took into account that Peter R. Huntsman does not have any ownership interest in the Institute, which is part of the University of Utah, a public institution of the state. The Governance Committee further considered that our Board recently approved a matching program pursuant to which our Company will match charitable contributions made by our employees to the Huntsman Cancer Foundation, a 501(c)(3) charity for which Peter R. Huntsman currently serves as the Chairman and CEO, and that beginning a number of years ago, the Huntsman Cancer Foundation has made annual stipend payments of $100,000 to Dr. Beckerle as the CEO of the Institute.

On the basis of its review, the Governance Committee delivered a report to the full Board, and the Board made its independence determinations based on the Governance Committee's report and the supporting information. As a result of this review, the Board has determined that Nolan D. Archibald, Dr. Mary C. Beckerle, M. Anthony Burns, Sonia Dulá, Cynthia L. Egan, Daniele Ferrari, Sir Robert J. Margetts, Jeanne McGovern, Wayne A. Reaud, and Vice Admiral Jan E. Tighe, who currently constitute a majority of the Board, are independent. These independent directors currently comprise, in full, the membership of the Audit, Compensation and Governance committees of the Board discussed below.

Peter R. Huntsman, our CEO, is not an independent director because he is employed by our Company.

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COMMITTEES OF THE BOARD

The Board has Audit, Compensation, Governance, and Sustainability committees, each consisting of independent directors, and a Litigation and Public Policy Committee structured as follows:

Director
Audit
Committee

Compensation
Committee

Governance
Committee

Sustainability
Committee

Litigation
Committee

Nolan D. Archibald

GRAPHIC GRAPHIC

Dr. Mary C. Beckerle

GRAPHIC   GRAPHIC    

M. Anthony Burns(1)

GRAPHIC GRAPHIC

Sonia Dulá

GRAPHIC     GRAPHIC  

Cynthia L. Egan

GRAPHIC GRAPHIC

Daniele Ferrari

  GRAPHIC   GRAPHIC  

Peter R. Huntsman

GRAPHIC

Sir Robert J. Margetts(1)

GRAPHIC   GRAPHIC    

Jeanne McGovern(1)

GRAPHIC

Wayne A. Reaud

  GRAPHIC     GRAPHIC

Jan E. Tighe

GRAPHIC GRAPHIC

Number of meetings in 2020

6 6 6 N/A(2) 4
  GRAPHIC Chair GRAPHIC Member
(1)
Designated as "audit committee financial experts" under SEC regulations.

(2)
The Board approved the formation of the Sustainability Committee on February 16, 2021.

Written charters for our Audit, Compensation and Governance Committees are approved by the Board and are available on our website at www.huntsman.com. We will also furnish copies of the charters free of charge to any person who requests them. Requests for copies should be directed to the Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com.

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AUDIT COMMITTEE

Duties

Sole responsibility for the appointment, retention and termination of our independent registered public accounting firm

Responsible for the compensation and oversight of the work of our independent registered public accounting firm

Monitors our independent registered public accounting firm's qualifications and independence

Monitors the integrity of our financial statements

Monitors the performance of our internal audit function and independent registered public accounting firm

Monitors our corporate compliance program (other than environmental, health and safety compliance)

Monitors our compliance with legal and regulatory requirements applicable to financial and disclosure matters

Monitors our enterprise-wide and financial risk exposures

Monitors risks arising from our business and operational technology, digital and data strategies, technology-related business continuity and disaster recovery programs, and cybersecurity program

Under the independence criteria that the Board has adopted, which can be found on our website at www.huntsman.com, a member of the Audit Committee will not be considered independent if:

The member receives directly or indirectly any consulting, advisory or other compensatory fee from us (other than director and committee fees and pension or other forms of deferred compensation for prior service, which compensation is not contingent upon continued service);

An immediate family member of the member receives any consulting, advisory or other compensatory fee from us (other than director and committee fees and pension or other forms of deferred compensation for prior service, which compensation is not contingent upon continued service);

An entity in which the member is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions, who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to us receives any consulting, advisory or other compensatory fee from us; or

The member is otherwise an affiliated person of our Company.

Furthermore, under these independence standards, (1) each member of the Audit Committee must be financially literate, (2) at least one member of the Audit Committee must have accounting or related financial management expertise and qualify as an "audit committee financial expert," and (3) no member of the Audit Committee may simultaneously serve on the audit committees of more than two other public companies. For purposes of (2) above, the Board considers any Audit Committee member who satisfies the SEC's definition of "audit committee financial expert" to have accounting or related financial management expertise.

The Board has determined that each member of the Audit Committee is independent as that term is defined by the listing standards of the NYSE and Rule 10A-3 promulgated under the Securities Exchange Act of 1934 and satisfies the additional independence criteria adopted by the Board and described above. The Board has also determined that Mr. Burns, Ms. McGovern, and Sir Robert is each an "audit committee financial expert" as defined by the regulations of the SEC. No member of the Audit Committee serves on more than two other public company audit committees.

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COMPENSATION COMMITTEE

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 their family members who are employees, and reviews and recommends compensation for our directors*

Carries out its 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

Performs such other functions as the Board may assign from time to time

*
Please see "Compensation Discussion and Analysis—How We Determine Executive Compensation" for additional information on the Compensation Committee's processes and procedures for the consideration and determination of executive officer and director compensation.

The Board has determined that each member of the Compensation Committee meets the independence requirements of the Exchange Act and the NYSE Listed Company Manual. The Compensation Committee's charter permits the Compensation Committee to form and delegate some or all of its authority to subcommittees when it deems appropriate. In particular, the Compensation Committee may delegate the approval of both cash and equity award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee who are non-employee directors or outside directors, or in some limited circumstances, to management.

The Compensation Committee typically meets at least four times each year to address various compensation issues and processes. Our CEO does not have the ability to call Compensation Committee meetings, but generally attends Compensation Committee meetings at the Compensation Committee's request to answer questions and provide input regarding the performance of our executive officers. However, the CEO is not present while decisions regarding his compensation are made. In addition, each Compensation Committee meeting includes an executive session without members of management present. The Compensation Committee regularly reports to the full Board regarding executive compensation matters.

NOMINATING & CORPORATE GOVERNANCE COMMITTEE

Duties

Ensures that our corporate governance system performs well

Reviews and assesses the adequacy of our Corporate Governance Guidelines annually

Monitors director independence

Manages the Board's annual director evaluation process

Assesses the appropriate balance of skills, characteristics and perspectives required for an effective Board

Identifies, screens and recommends qualified director candidates

Periodically reassesses the adequacy of the Board's size

Oversees succession planning for our CEO

Oversees our regulatory and environmental, health and safety related compliance matters and product stewardship programs

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The Board has determined that each member of the Governance Committee meets the independence requirements of the Exchange Act and the NYSE Listed Company Manual. The Governance Committee typically meets quarterly in connection with our regularly scheduled Board meetings. In addition, the meetings of the Governance Committee typically include an executive session without members of management present. The Governance Committee regularly reports to the full Board regarding governance and independence matters.

SUSTAINABILITY COMMITTEE

Duties

Review key sustainability policies, initiatives, and metrics

Review the impact of the Company's business operations with respect to matters related to sustainability

Identify, evaluate, and monitor the sustainability trends, issues, and associated risks

Review the Company's reports on sustainability

Review the Company's environmental health and safety performance and systems

The Sustainability Committee is a new standing committee of the Board formed in February 2021. The Sustainability Committee is responsible for oversight of our sustainability and other related corporate social responsibility and governance matters. The Board has determined that each member of the Sustainability Committee meets the independence requirements of the Exchange Act and the NYSE Listed Company Manual. We expect the Sustainability Committee will typically meet quarterly in connection with our regularly scheduled Board meetings and will regularly report to the full Board regarding sustainability matters.

LITIGATION AND PUBLIC POLICY COMMITTEE

In addition to the independent committees described above, the Board also has a Litigation and Public Policy Committee (the "Litigation Committee"). The Litigation Committee assists the Board by reviewing and assessing current and potential litigation and areas of legal exposure in which our Company is or could be involved and making recommendations to the Board regarding legal matters. Additionally, the Litigation Committee reviews and monitors key public policy trends, issues, and regulatory matters that may affect our business, strategies, and operations.

The members of the Litigation Committee are Wayne A. Reaud, who serves as the Committee's Chair, and Peter R. Huntsman. The Litigation Committee typically meets quarterly in connection with our regularly scheduled Board meetings.

BOARD'S ROLE IN RISK OVERSIGHT

It is management's responsibility to assess and manage the various risks our Company faces. It is the Board's responsibility to oversee management in this effort. The Audit Committee is responsible for administering the Board's oversight function, and seeks to understand our Company's risk philosophy by having discussions with management to establish a mutual understanding of our Company's overall appetite for risk. In exercising its oversight, the Audit Committee strives to effectively oversee our Company's enterprise-wide and financial risk management in a way that balances managing risks while enhancing the long-term value of our Company for the benefit of our stockholders. The Board understands that its focus on effective risk oversight is critical to setting our Company's tone and culture towards effective risk management.

The Audit Committee maintains an active dialogue with management about existing risk management processes and how management identifies, assesses and manages our Company's most significant risk exposures. The Audit Committee receives regular presentations from management of our businesses and functions about significant risks the respective business or function faces to assist the Audit Committee in evaluating Huntsman's risk assessment and risk management policies and practices.

In addition, each of our other committees assesses risks related to such committee's oversight activities. For example, our Litigation Committee assesses risk from litigation and areas of legal exposure to which our Company is or could be subject and makes recommendations to the Board regarding those matters. We believe that the oversight function of the Board and these

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committees combined with its active dialogue with management about effective risk management provides our Company with the appropriate framework to help ensure effective risk oversight.

OVERSIGHT OF COVID-19 RISKS

Our full Board, as well as our Board committees, has been fully engaged in addressing COVID-19 related risks, including:

internal controls and reporting (Audit Committee);

liquidity and our financial conditions (Audit Committee);

compensation of our associates and executive officers (Compensation Committee);

health and safety of our associates (Governance Committee); and

key strategic initiatives (Full Board).

Throughout this crisis, our Board (and its committees) has been in regular contact with management. Among other things, the Board has reviewed our key strategic initiatives to (a) accelerate integration efforts related to our recent acquisitions of Icynene-Lapolla and CVC Thermoset Specialties, (b) implement restructuring programs in all four of our segments to better position our business for efficiencies and growth, and (c) mitigate the unique risks presented by COVID-19 and its effect on the global markets.

OVERSIGHT OF CYBERSECURITY RISKS

We maintain a multi-pronged approach to identifying and mitigating information security risks, which includes utilization of multiple sources of threat intelligence, participation in industry cyber councils/groups, and active use of multi-layered detective controls. Our risk mitigation strategy includes a full defense in depth (DiD) and response/recovery plans for events that could potentially impact our information security. We maintain an information security awareness program and conduct regular testing to measure training effectiveness for continuous improvement. We also contract third party cybersecurity firms to conduct simulated cyber-attacks on an annual basis and full cybersecurity risk/security assessments against the Cybersecurity Framework of the National Institute of Standards and Technology (NIST) on a periodic basis. We are not aware of any material information security breaches in the past three years.

Our Board has delegated oversight of cybersecurity risks to the Audit Committee. In particular, our Audit Committee receives regular updates from senior management on cybersecurity risk reviews of our key business and operational areas, procedures to assess and address cybersecurity risk, and the effectiveness of cybersecurity technologies and solutions deployed internally, and the Audit Committee regularly reports to our Board on these matters. At least one member of the Audit Committee has significant cybersecurity experience and expertise.

Enterprise Information Security function, led by our Chief Information Security Officer, supports the Audit Committee's oversight responsibility. The Enterprise Information Security team is tasked with (a) the identification and assessment of cyber risks, (b) the design and implementation of cyber risk mitigation controls, processes, and technologies, (c) oversight of our security training and (d) ongoing monitoring and continuous improvement of our cyber security posture.

CORPORATE RESPONSIBILITY

At Huntsman, corporate responsibility is an integral part of our business strategy. The key focus areas of our corporate responsibility program include our people, our health, safety and wellness programs, and our environmental stewardship, including our sustainability and product stewardship efforts.

Our sustainability program is led by our Corporate Sustainability Officer (CSO) and the Huntsman Sustainability Council, which is comprised of senior representatives from all our divisions and key functions. Our CSO reports progress to the Governance Committee, with respect to our environmental, health and safety compliance program, and to the Sustainability Committee, with respect to sustainability and other related corporate social responsibility matters. The Board regularly discusses progress related to our environmental, health and safety compliance program, as well as various environmental, social and governance (ESG) matters.

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SUSTAINABILITY REPORTS

Since 2010, we have published our annual Huntsman sustainability report to document our progress and demonstrate our commitment to corporate responsibility. Our 2019 Sustainability Report was prepared in accordance with both GRI standards: Core Option and the Sustainability Accounting Standards Board (SASB) standards. For more information on our commitment to corporate responsibility, please visit www.huntsman.com/sustainability. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.

INNOVATIVE SOLUTIONS FOR A LOW-CARBON ECONOMY

We believe moving to a low-carbon economy will make both society and the environment more sustainable. We are developing innovative solutions that improve efficiency and reduce emissions, from high-performance building insulation, to high-purity battery solvents that enable electric vehicles, to light-weight automotive and aerospace components, to advanced energy-saving dyes.

Our TEROL® Polyol

We do not produce polyethylene terephthalate (PET) plastic bottles, but we recognize the impact plastic waste has on the environment. Through our proprietary trans-esterification process, we upcycle low-quality PET scrap—that otherwise would have been destined for landfills or found its way into our oceans—into highly effective energy-saving polyurethane insulation. While all of our TEROL® polyols contain recycled content, five of them have been certified by Underwriters Laboratories (UL) Environment. In 2014, we became the first US polyester polyol manufacturer to receive the designation. UL verified Huntsman's pre-consumer recycled, post-consumer recycled and renewable resource content claims by reviewing our manufacturing practices and raw materials sources.

Since 2015, we have used the equivalent of five billion 500ml PET bottles to manufacture 290 million pounds of TEROL® polyester polyols, enough to insulate more than 67,000 homes.

Our MDI Resin

We supply our MDI resin binders to a company in California that will enable it to produce the world's first MDF board products made of rice straw. Until 2001, rice straw farmers typically burned off straw left after an annual harvest to prepare for the next growing season. After that practice was banned because of air quality concerns, farmers turned to flooding the fields after the harvest to induce and accelerate decomposition of the rice straw in preparation of spring cultivation. Besides using an estimated 100 billion gallons of incremental water per year to flood the fields, the rice straw decomposition process created methane gas emissions.

CalPlant I, LLC is constructing a facility that will take approximately 300,000 tons of rice straw per year from 100,000 acres, which is about 20% of the rice planted in California's Sacramento Valley, to make MDF panels with the same performance characteristics as wood-based MDF. The facility is expected to reduce methane emissions by approximately 62,000 tons annually, the equivalent of removing an estimated 295,000 cars from California's roadways each year. By using the rice straw as an annually renewable raw material, the operation will protect an estimated 4,200 acres of forests—the equivalent of more than one million trees every year.

Our AVITERA® SE Dyes

Textile dyeing and finishing processes consume vast amounts of water in the very parts of the world where it is most scarce. Conventional methods of dyeing 1 kilogram of cotton use up to 80 liters of water, 6.5 kilograms of steam and 2.2 kilograms of CO2.

Our innovations can help to produce textiles in a more sustainable way at a lower cost. Our AVITERA® SE dyes reduce water and energy consumption by up to 50%. By switching to AVITERA® SE technology, textile plants can reduce processing costs and achieve an additional four months of production each year.

Since we introduced this groundbreaking product 10 years ago, total environmental savings by customers using AVITERA® SE products include water savings of 6.5 billion liters (equivalent to the annual fresh water requirements of 9.3 million people), steam savings of 830,000 tonnes and the reduction of 450,000 tonnes of CO2 emissions.

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2019 CARBON DISCLOSURE PROJECT

In 2019, we participated in the Carbon Disclosure Project (CDP) and submitted a response to CDP's comprehensive climate change questionnaire. Huntsman's CDP response is available at www.huntsman.com/sustainability. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.

In 2021, we initiated a review of the Task Force on Climate-related Financial Disclosures (TCFD) disclosure requirements, and we are evaluating additional disclosures in the future that will align with TCFD.

COMMITMENT TO UN'S TEN PRINCIPLES OF THE GLOBAL COMPACT

In 2019, we reaffirmed our continuing support for the United Nation's Ten Principles of the Global Compact (the "Ten Principles") with respect to human rights, fair labor practices, environment protection and anti-corruption. We have worked to ensure our corporate policies, procedures and guidance documents align with the Ten Principles and have made the Ten Principles a part of our business strategy. Our 2019 Sustainability Report identifies relevant Huntsman policies, procedures, systems, and actions that illustrate our progress.

HORIZON 2025 TARGETS

In 2019, we launched our refreshed corporate environmental, health and safety strategy, which we call Horizon 2025. It is aligned with the global Responsible Care® initiative and includes an ambitious set of specific, company-wide targets for Huntsman to achieve by the year 2025. The 2025 targets, each measured by per unit of product, with a baseline year of 2019, include (a) 5% reduction in net water usage at facilities in water-stressed region, (b) 10% reduction in greenhouse gas emissions, (c) 5% reduction in hazardous waste disposal, (d) 10% reduction in energy consumed, and (e) 5% reduction waste disposal. The strategy drives continuous improvements in sustainability, safety, and risk management in both upstream and downstream operations.

DIRECTOR ATTENDANCE AT THE ANNUAL MEETING OF STOCKHOLDERS

We believe that there are benefits to having members of the Board attend our annual meetings of stockholders. From time to time, however, a member of the Board might have a compelling and legitimate reason for not attending an annual meeting. As a result, the Board has decided that director attendance at our annual meetings of stockholders should be strongly encouraged, but not required. All of our directors attended the 2020 Annual Meeting, except for Ms. Dulá, Ms. Egan, and Ms. McGovern, who were not members of the Board at the time of last year's annual meeting.

DIRECTOR QUALIFICATION STANDARDS AND DIVERSITY

The Governance Committee's minimum qualifications and specific qualities and skills required for directors are set forth in Criteria for Selecting New Directors and Section 1 of our Corporate Governance Guidelines. The Corporate Governance Guidelines require that a majority of directors on the Board meet the criteria for independence required by the NYSE, and that each director functions consistent with the highest level of professional ethics and integrity. Each of our directors is expected to devote sufficient time and effort to learn the business of our Company and the Board, to use his or her own unique skills and experiences to provide independent oversight to our business, to participate in a constructive and collegial manner, to exhibit a high level of commitment to our Company and to exhibit independent thought and judgment. When evaluating director nominees, our Criteria for Selecting New Directors require that the Governance Committee consider each candidate's background (including his or her race, gender, ethnicity, identity or orientation), ability, judgment, skill, expertise and experience and whether the candidate will enhance or contribute to the diversity of background, knowledge, expertise and experience of current Board members. The Governance Committee believes it is important for Board members to possess skills and knowledge in the areas of leadership of large, complex organizations, finance, accounting, strategic planning, legal, government relations and relevant industries, especially the chemical industry.

These considerations help the Board as a whole to have the appropriate mix of characteristics, skills and experiences for optimal functioning in its oversight of our Company. As part of its periodic self-assessment process, the Governance Committee

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annually reviews and evaluates its performance, including the overall composition of the Board and the criteria that it uses for selecting nominees.

DIRECTOR NOMINATION PROCESS

The Governance Committee identifies director candidates through a variety of means, including recommendations from other Board members and management. From time to time, the Governance Committee may use third party search consultants to identify director candidates. The Governance Committee also welcomes stockholder recommendations for candidates for the Board. The Governance Committee uses the same process to screen all potential candidates, regardless of the source of the recommendation. The Governance Committee determines whether the candidate meets our minimum qualifications and possesses specific qualities and skills deemed appropriate for directors, and whether requesting additional information or an interview is appropriate.

A stockholder seeking to nominate a director candidate at an annual meeting must comply with the requirements set forth in our Bylaws, including Section 2.8 of our Bylaws.

Our Bylaws also allow eligible stockholders to nominate a candidate for election to our Board for inclusion in our proxy materials in accordance with the "proxy access" provisions of our Bylaws, which are contained in Section 2.14. The "proxy access" provisions allow a stockholder, or a group of up to 20 stockholders (with funds having specified relationships constituting a single stockholder), who own (as defined in our Bylaws) three percent or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director candidates constituting up to two directors or 20% of the Board (rounded down to the nearest whole number), whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws (including similar information requirements to those set forth in Section 2.8 of our Bylaws).

The foregoing descriptions of our Bylaws are qualified in their entirety by reference to the full text of the Bylaws. Our Bylaws are available on our website at www.huntsman.com in the "Investor Relations" section. We will also furnish copies of our Bylaws free of charge to any person who requests them. Requests for copies should be directed to the Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com. For additional information about stockholder nominations, including nominations for the 2022 annual meeting of stockholders, see "Stockholder Proposals and Director Nominations for the 2022 Annual Meeting."

STOCKHOLDER COMMUNICATIONS POLICY

Stockholders and other interested parties may communicate directly and confidentially with the Board, the non-management directors, the independent directors or the Lead Independent Director by sending a letter addressed to the intended recipients, c/o Corporate Secretary, Huntsman Corporation, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or by sending an e-mail specifying the intended recipients to CorporateSecretary@huntsman.com. The Corporate Secretary will review such communications and, if appropriate, forward them only to the intended recipients. Communications that do not relate to the responsibilities of the intended recipients as directors of Huntsman (such as communications that are commercial or frivolous in nature) will not be forwarded. In addition, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will not be forwarded. A copy of our Stockholder Communications Policy is available on our website at www.huntsman.com.

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines, and the Governance Committee is responsible for implementing the guidelines and making recommendations to the Board concerning corporate governance matters. The guidelines are available on our website at www.huntsman.com. We will also furnish copies of the guidelines free of charge to any person who requests them. Requests for copies should be directed to the Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com.

Among other matters, the guidelines provide for the following:

membership on the Board is made up of a majority of independent directors who, at a minimum, meet the criteria for independence required by the NYSE;

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each regularly scheduled Board meeting includes an executive session of the non-management directors;

the independent directors will meet in executive session at least once annually;

the Board and its committees each conduct an annual self-evaluation;

non-management directors are not permitted to serve as a director for more than three other public companies;

our Chief Executive Officer is not permitted to serve as a director for more than two other public companies;

directors are expected to attend all meetings of the Board and of the committees of which they are members;

directors not also serving as executive officers are required to offer their resignation effective at the next annual meeting of stockholders upon reaching their 75th birthday (subject to certain exceptions);

directors are required to offer their resignation upon a change in their principal occupation;

directors should function consistent with the highest level of professional ethics and integrity; and

to effectively discharge their oversight duties, directors have full and free access to our officers and employees.

WAIVERS OF MANDATORY RETIREMENT

In connection with the 2021 Annual Stockholders Meeting, the Board determined that it was in the Company's and the stockholders' best interests to waive the mandatory retirement policy for another year and renominate Mr. Archibald and Mr. Burns. The continued services of Mr. Archibald and Mr. Burns will help ensure a steady and orderly transition at the Board level and that the Board maintains an appropriate balance of experience and expertise, particularly in light of the Company's specific priorities for the upcoming year.

Additionally, the Board was of the view that the following factors further supported its decision to renominate Mr. Archibald and Mr. Burns:

in the case of Mr. Archibald:

in the case of Mr. Burns:

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FINANCIAL CODE OF ETHICS AND BUSINESS CONDUCT GUIDELINES

The Board has adopted a Financial Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer or Controller. Among other matters, this code is designed to promote:

honest and ethical conduct;

avoidance of conflicts of interest;

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications;

compliance with applicable governmental laws and regulations and stock exchange rules;

prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

accountability for adherence to the code.

In addition, the Board has adopted Business Conduct Guidelines. The Board requires all directors, officers and employees to adhere to these guidelines in addressing the legal and ethical issues encountered in conducting their work. The Financial Code of Ethics and Business Conduct Guidelines are available on our website at www.huntsman.com. We will also furnish copies of the Financial Code of Ethics and Business Conduct Guidelines free of charge to any person who requests them. Requests for copies should be directed to the Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com. We intend to disclose any amendments to, or waivers from, our code of ethics on our website.

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PART 4


 


 






 


COMPENSATION DISCUSSION AND ANALYSIS


 

WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL

At our 2021 Annual Meeting, our stockholders will again have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our NEOs. We ask that our stockholders vote to approve executive officer compensation. Please see "Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation."

In accordance with the preference expressed by our stockholders at the 2017 annual meeting, we continue to hold annual advisory votes on executive compensation.

This Compensation Discussion and Analysis, or CD&A, provides information regarding how we paid the following named executive officers, or our NEOs, for 2020:

Name
Title
Peter R. Huntsman Chairman of the Board, President and Chief Executive Officer, also referred to as our "CEO"
Sean Douglas Executive Vice President and Chief Financial Officer
Anthony P. Hankins Division President, Polyurethanes and CEO—Asia Pacific
David M. Stryker Executive Vice President, General Counsel and Secretary
R. Wade Rogers Senior Vice President, Global Human Resources and Chief Compliance Officer

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EXECUTIVE SUMMARY

The Compensation Committee believes the design of our executive compensation program, and the Committee's decisions and outcomes in 2020, achieve its primary objective of aligning the financial interests of our NEOs with the creation of long-term stockholder value.

COMPANY PERFORMANCE HIGHLIGHTS
 
COMPENSATION STRUCTURE AND OUTCOMES
Despite a challenging operating environment driven by the COVID-19 pandemic, we delivered strong performance on key financial, strategic and ESG initiatives in 2020; highlights include:

Financial:    Exceeded goals for Adjusted EBITDA, Adjusted Free Cash Flow and other corporate objectives; realized significant cost-savings including the acceleration of synergy capture of newly acquired businesses; completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC; and returned approximately $240 million to stockholders through dividends and share repurchases

Strategic:    Completed the sale of our Chemical Intermediates and Surfactants businesses; nearly doubled our spray polyurethane foam business through acquisition; transformed our Advanced Materials business by announcing three separate transactions in 2020; and opened a new TEROL® polyols plant in Taiwan

ESG:    Received six Responsible Care® Certificates for Health and Safety Performance; published our annual sustainability report; and added two highly qualified and diverse directors to our Board.

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 performance

A robust compensation benchmarking process against a peer group in which Huntsman is positioned near the median

Comprehensive policies and practices intended to support well-informed decisions and a sound compensation governance process.

During 2020, the Compensation Committee and management team focused on responding appropriately to the business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included:

Adjusted the performance goals for the annual cash performance awards that were originally approved in February, but ceased to provide effective incentives following the impact of the COVID-19 pandemic

-

Without such mid-year adjustment, we estimate payouts of the 2020 cash performance awards would have been approximately 40% higher for most of our NEOs

Implemented a corresponding reduction in the payout opportunity, capping annual cash performance awards at 50% of executives' individual incentive targets

Approved the payout of performance share units awarded in 2018 at 68.8% of target, reflecting our TSR performance relative to peers over the 2018-2020 period.

For 2021 long-term equity-based compensation to our NEOs, the Compensation Committee increased the weighting of performance share units to 50% and eliminated awards of stock options.

The remainder of this CD&A provides additional information about the performance-based design of our executive compensation program, and how the Compensation Committee makes decisions to achieve our program objectives.

COMPENSATION PROGRAM HIGHLIGHTS

IMPACT OF COVID-19 PANDEMIC ON COMPENSATION

While 2020 has been uniquely challenging, the Compensation Committee and management team focused on responding appropriately to the business impacts of the pandemic while maintaining our philosophy of pay-for-performance in the midst of significant challenges.

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We Froze Base Salaries.    In response to the unprecedented challenges brought on by COVID-19, management recommended, and the Compensation Committee agreed, to suspend merit and general wage increases that would have customarily occurred at the end of the first quarter 2020 for all employees. As a result, the base salaries of our NEOs remain unchanged from 2019 levels. Mr. Huntsman's base salary has not increased since 2015.

We Reduced Target Payouts for 2020 Annual Cash Performance Awards.    The Compensation Committee originally approved the design of our annual cash performance award in February 2020, before the onset of the COVID-19 global pandemic. In light of the unprecedented impact of COVID-19 on the global economy and therefore on our business, the initial performance measures and goals approved by the Committee no longer reflected our business environment, and therefore ceased to provide effective incentives to our NEOs.

After COVID-19 started to significantly impact our business, the Compensation Committee began discussions on how to continue to provide an effective incentive for performance considering the new business environment. In July 2020, after consultation with Meridian (our independent compensation consultant), the Compensation Committee re-visited and re-established the design of our annual cash performance award as described in "—2020 Annual Cash Performance Award" below.

In recognition of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.

STOCKHOLDER ENGAGEMENT AND RELATED CHANGES TO OUR COMPENSATION PROGRAM

At our 2020 Annual Meeting, our say-on-pay proposal received the support of 79% of the votes cast, which represented an improvement from 72% support in 2019 but was significantly lower than the 91% received in 2018. In response to the advisory say-on-pay results in 2019 and 2020, we engaged a number of our stockholders to discuss topics relevant to our compensation practices. In determining executive compensation, the Compensation Committee carefully considered the say-on-pay results and the stockholder feedback we received.

As a part of ongoing review of our executive compensation program, the Compensation Committee placed additional emphasis on tying the number of shares awarded to Company performance. In each of the last two years, the Compensation Committee incrementally increased the weighting of performance share units (from 30% of our long-term equity-based compensation in 2019 to 50% in 2021). Additionally, we eliminated awards of stock options to our NEOs in 2021, resulting in the current award mix of 50% performance share units and 50% restricted stock. The following table illustrates the evolution of our long-term equity-based compensation in the last three years.

Fiscal Year
Performance
Share Units

Stock
Options

Restricted
Stock

 

2019

30 % 30 % 40 %  

2020

40 % 20 % 40 %  

2021

50 % 0 % 50 %  

The Compensation Committee believes the enhanced mix of long-term equity-based incentives increases the emphasis on performance by further linking payouts to achievement of relative three-year TSR. Performance Share Units also better align NEO compensation with appreciation of our stock price over the long-term. Overall, we believe our compensation programs remain effective in implementing our primary compensation objectives.

MIX OF TOTAL TARGET DIRECT COMPENSATION IN 2020(1)

Our executive compensation program is designed such that a significant portion of each officer's total target direct compensation is performance-based. The charts below illustrate the amount of 2020 total target direct compensation(1) allocated to each component of compensation for our CEO and the other NEOs. 86% of the total target direct compensation of our CEO in 2020 was considered at risk, tied to annual performance measures or the performance of our stock. Comparably, 74% of total target direct compensation of our other NEOs, on average, was considered at risk(2).

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GRAPHIC

(1)
"Total target direct compensation" consists of (i) annual base salary, (ii) the target annual cash performance award opportunity for 2020, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2020. The amounts actually realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 2020 depend, as applicable, on the level of attainment of the relevant performance goals and the value of our common stock when the awards vest or are exercised.

(2)
We consider compensation to be "at-risk" if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation.

REALIZABLE PAY ANALYSIS

Realizable pay provides another perspective to help demonstrate the alignment of our NEOs' compensation with the financial interests of stockholders, particularly because approximately 86% of our CEO's pay has been linked directly to our stock performance. Realizable pay reflects the real value of equity awards and increases or decreases with fluctuations in market value. When determining the annual equity grants to our NEOs in February of each year, the Compensation Committee believes it is important to take into account not only the grant date values reported in our Summary Compensation Table, but also to consider the effect of the year-end value of our stock on those awards over time.

The chart below reflects our CEO's total target direct compensation and realizable pay for 2018, 2019, and 2020. In 2018, when our cumulative TSR declined by 18.6%, the realizable value of compensation also declined in a corresponding manner. In 2019 and 2020, when our TSR increased in value, the realizable value of compensation also increased.

GRAPHIC

(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 31, 2020 (the last trading day of fiscal 2020).

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OBJECTIVES OF HUNTSMAN'S EXECUTIVE COMPENSATION PROGRAM

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. In support of this objective, our executive compensation program is designed to: (i) align pay with performance; (ii) align our NEOs' interests with those of our stockholders; (iii) attract, motivate and retain executives critical to our long-term success by providing a competitive compensation structure; (iv) encourage long-term focus; and (v) discourage excessive risk-taking. The chart below indicates the key features of our executive compensation program and how they align with our objectives.

Compensation Feature
 
Intended to
Align Pay
With
Performance

 
Intended to
Align NEOs'
and
Stockholders'
Interests

 
Intended to
Support a
Competitive
Compensation
Structure

 
Intended to
Encourage
Long-Term
Focus

 
Intended to
Balance
Short-Term
and Long-Term
Risk-Taking

Salary

ü

Annual Cash Performance Award

  ü   ü   ü       ü

Performance Share Units

ü ü ü ü ü

Stock Option Award

  ü   ü   ü   ü   ü

Restricted Stock Award

ü ü ü ü ü

Perquisites

          ü        

Health Benefits, Retirement Plans and Severance Arrangements

ü

Compensation-related policies:

                   

Clawback Policy

      ü           ü

Stock Ownership Guidelines

      ü       ü   ü

Insider Trading Policy

      ü           ü

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ELEMENTS OF HUNTSMAN'S EXECUTIVE COMPENSATION PROGRAM

Additional information about our executive compensation program is provided below, along with a discussion of how various compensation elements align with our compensation objectives.

TOTAL DIRECT COMPENSATION

We provide our executive officers with a mix of pay that reflects our belief that executive officers should have elements of their compensation 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 our 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, time in the position, and experience, as well as internal equity among executives with similar experience and job responsibilities.

Generally, as employees move to higher levels of responsibility with greater ability to influence our financial results, the percentage of performance-based pay will increase. Total direct compensation received by our NEOs is comprised of the following elements:

Compensation Element
 
 
 
Description and Purpose of the Element



Annual Cash



Base Salary Designed to reflect the officer's responsibilities, tenure, job performance, special circumstances (such as overseas assignments) and the market for the executive's services.
Compensation Annual Cash Performance Award   The award is earned based upon an objective performance evaluation against predetermined goals and, for our CEO, a subjective assessment of individual performance based on the execution of strategic initiatives and actions that are intended to create stockholder value.
Performance Share Units Granted to focus NEOs on creating long-term stockholder value by increasing TSR performance relative to peers over a three-year period. Actual units earned are aligned with the incremental stockholder value created over the three year performance period.

For 2020, performance share units represented 40% of equity-based compensation for each of our NEOs. For 2021, performance share units will represent 50% of equity-based compensation for each of our NEOs.
Long-Term Equity- Based Compensation Stock Options   Granted to align executive compensation with the increase in stockholder value over a three-year vesting period and an exercise period of up to 10 years.

For 2020, stock options represented 20% of equity-based compensation for each of our NEOs.
Restricted Stock Intended to support a long-term focus by NEOs, as the value of the restricted stock grants is tied to the value of our common stock over time. Also provides a retention incentive by vesting over a three-year period.

For 2020, restricted stock represented 40% of equity-based compensation for each of our NEOs. For 2021, restricted stock will represent 50% of equity-based compensation for each of our NEOs.

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A detailed discussion of 2020 total target direct compensation awarded to our NEOs and graphical illustrations of the proportionate amount of performance-based compensation, is set forth below in "—2020 Executive Compensation Decisions.

OTHER ELEMENTS OF COMPENSATION

In addition to the elements of total target direct compensation described above, our executive compensation program includes other elements of compensation that are designed primarily to attract, motivate and retain executives critical to our long-term success and to provide a competitive compensation structure overall.

Element
 
Description and Purpose of the Element
Health and Welfare Benefits We provide our NEOs with health and welfare benefits that are intended to be part of a competitive total compensation package with benefits comparable to those provided to employees and executives at other companies in the chemical industry and the general market. Our NEOs participate in our health and welfare programs on the same basis as our other employees.
Retirement and Savings Plans   We provide our NEOs with retirement and savings plan benefits that are intended to be part of a competitive total compensation package with benefits comparable to those provided to employees and executives at other companies in the chemical industry and the general market.

 


 


For an explanation of the major features of our retirement and savings plans, see "Executive Compensation—Pension Benefits in 2020" and "—Nonqualified Deferred Compensation in 2020."
Perquisites We provide additional compensation to our NEOs in the form of perquisites for the convenience of executives in meeting the demands of their positions we believe comparable to those provided to executives at other companies in the chemical industry and the general market. The Compensation Committee reviews our policies with respect to perquisites and considers whether and to what extent it may be appropriate for our NEOs to reimburse our Company for perquisites.

 




For a description of these perquisites and the amounts paid to our NEOs in 2020, see "Executive Compensation—2020 Summary Compensation Table" and "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table."
Severance Arrangements   We provide payments and benefits to our NEOs upon certain severance events through the Huntsman Executive Severance Plan (the "Executive Severance Plan"), business division severance plans, and individual severance agreements in order to attract and retain executive talent necessary for our business. We have also entered into a separate severance arrangement with Peter R. Huntsman.

 


 


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. We believe these arrangements are in line with competitive market practices.

 


 


For a description of these arrangements, see "—Amendment and Restatement of our Executive Severance Arrangements" and "Executive Compensation—Potential Payments upon Termination or Change of Control."

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2020 EXECUTIVE COMPENSATION DECISIONS

Our executive compensation program is designed such that a significant portion of each officer's total target direct compensation is performance-based. The Compensation Committee's decisions regarding the mix of pay reflects our compensation philosophy, market reference data provided by Meridian and each officer's role in achieving our strategic objectives.

2020 BASE SALARY FREEZE

Our NEOs received the following base salary for 2020:

Executive Officer
2020

Peter R. Huntsman

$ 1,700,000

Sean Douglas

$ 650,000

Anthony P. Hankins

$ 957,526

David M. Stryker

$ 578,643

R. Wade Rogers

$ 478,763

In response to the unprecedented challenges brought on by COVID-19, management recommended, and the Compensation Committee agreed, to suspend merit and general wage increases that would have customarily occurred at the end of the first quarter 2020 for all employees. As a result, the base salaries of our NEOs remain unchanged from 2019 levels. Mr. Huntsman's base salary has not increased since 2015.

2020 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.

2020 Award Pool.    Each year, the Compensation Committee establishes an award pool program, which provides a mechanism to fund the annual cash performance awards based on achievement of a baseline performance hurdle established by the Compensation Committee. Under the formula used to establish the award pool, the maximum amount that could be paid to our executive officers participating in the award pool as a group was 2% of corporate adjusted EBITDA. Individual award amounts were limited to an allocated portion of the award pool for each participating officer. As always, the Compensation Committee retains discretion to pay lesser amounts to our executive officers. Actual awards paid to our NEOs under the award pool were based on the achievement of financial and strategic performance objectives discussed below.

2020 Performance Measures and Goals.    The determination of the NEO's individual annual incentive awards is based on actual performance relative to goals established for financial and strategic performance measures, but subject to the award pool limitation.

The Compensation Committee originally approved the design of our 2020 annual cash performance award in February 2020, before the onset of the COVID-19 global pandemic. In light of the unprecedented impact of COVID-19 on the global economy and therefore on our business, the initial performance measures and goals approved by the Committee in February 2020 no longer reflected our business environment, and therefore ceased to provide effective incentives to our NEOs.

After COVID-19 started to significantly impact our business, the Compensation Committee began discussions on how to continue to provide an effective incentive for performance considering the new business environment. In July 2020, after consultation with Meridian, the Compensation Committee re-visited and re-established the design of our 2020 annual cash performance award and approved a set of revised performance measures and targets.

The following table provides additional detail regarding the performance measures selected for the 2020 annual cash performance awards, including "accounts receivables past due" and "acquisition integration and cost reductions," which were

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two new performance measures added to our 2020 annual cash performance award and were designed to reflect our operational and financial priorities in light of the COVID-19 pandemic.

Performance Measure(1)
 
What It Is
 
Why We Believe It Is Important
Corporate and divisional adjusted EBITDA(2) Intended to be 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 metric by which our stockholders measure our financial performance, thus aligning the interests of management with those of our long-term stockholders

Corporate and divisional adjusted free cash flow(3)


 


Cash from operating and investing activities, as defined on our US GAAP cash flow statements, before cash used or received from acquisition and disposition activities


 


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

Corporate and divisional accounts receivables past due "A/R past due"(4)




A performance indicator that represents the percentage of payments that are yet to be received by the organization that are past due date as agreed upon in the invoice




A key operational measure during the COVID-19 pandemic because customers are challenged in managing their cashflow, resulting in reducing or delaying payments

Corporate and divisional acquisition integration and cost reductions(4)


 


Cash saving to be realized from (a) accelerated integration of our recent acquisitions and (b) restructuring programs across all four of our segments


 


A key financial measure during the COVID-19 pandemic that directly impacts adjusted EBITDA and adjusted free cash flow

Corporate and divisional days inventory outstanding "DIO"




An indicator of the number of days on average our Company holds inventory




Reducing the average days of inventory outstanding measures our efficient use of working capital, which directly impacts adjusted free cash flow

Shared services fixed costs


 


A measure of whether all departments shared at a corporate level by all of our businesses meet, exceed or fall short on yearly budget projections


 


Controlling costs at a corporate level continues to be an important strategic objective for our Company

EH&S compliance




A measure of compliance with environmental performance and injury reduction objectives




Discourages risk-taking for short-term profits to the detriment of the long-term health of our Company
(1)
Throughout this Proxy Statement, we refer to our adjusted EBITDA and adjusted free cash flow, which are non-GAAP financial measures. Reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided through the "Non-GAAP Reconciliation" link available in the "Financials" section on our website at www.huntsman.com/investors.

(2)
Corporate and divisional adjusted EBITDA is calculated by eliminating the following from EBITDA: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) EBITDA from discontinued operations; (c) noncontrolling interest of discontinued operations; (d) fair value adjustments to Venator investment and related loss on disposal; (e) certain legal and other settlements and related expenses; (f) (gain) loss on sale of businesses/assets; (g) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation costs; and (k) restructuring, impairment and plant closing and transition costs (credits).

(3)
Adjusted free cash flow is calculated as cash flows provided by operating activities, less (a) capital expenditures and (b) taxes paid on sale of Chemical Intermediates and India-Based DIY Businesses.

(4)
"A/R past due" and "acquisition integration and cost reductions" were two new performance measures added to our 2020 cash performance award that were designed to reflect our operational and financial priorities in light of the COVID-19 pandemic.

The Compensation Committee also established threshold, target and maximum performance goals for each of the financial performance measures relevant to our NEOs (all dollar amounts are in millions). The following tables provide additional detail

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regarding performance goals selected for the 2020 annual cash performance awards (both the original and as revised by our Compensation Committee in July 2020):

2020 Original Performance Goals

Performance Measure
Threshold
Target
Maximum

Corporate adjusted EBITDA

$ 687.0 $ 916.0 $ 957.2

Corporate adjusted free cash flow

$ 159.8 $ 213.0 $ 234.3

Corporate DIO

69.5 66.2 64.2

Polyurethanes adjusted EBITDA

$ 460.5 $ 614.0 $ 690.8

Polyurethanes adjusted free cash flow

$ 229.5 $ 306.0 $ 336.6

Polyurethanes DIO

56.1 53.4 51.8

Fixed cost corporate shared services

$ 316.8 $ 304.6 $ 292.4

2020 Revised Performance Goals

Performance Measure
Threshold
Target
Maximum

Corporate adjusted EBITDA

$ 462.4 $ 544.0 $ 625.6

Corporate adjusted free cash flow

$ (67.0) $ (55.0) $ (43.0 )

Corporate DIO

74.0 68.8 63.6

Corporate A/R past due

9.8% 8.5% 7.2%

Corporate acquisition integration and cost reduction

16.2 19.0 21.9

Polyurethanes adjusted EBITDA

$ 306.9 $ 361.0 $ 415.2

Polyurethanes adjusted free cash flow

$ 104.4 $ 116.0 $ 127.6

Polyurethanes DIO

59.9 55.7 51.5

Polyurethanes A/R past due

10.7% 9.3% 7.9%

Polyurethanes acquisition integration

6.3 7.4 8.5

Fixed cost corporate shared services

$ 294.0 $ 284.3 $ 274.6

The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 0% to 100% of target awards. Achievement levels between target and maximum result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations.

2020 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.

Target cash performance award amounts for the NEOs were originally set by the Compensation Committee in February 2020 to generally align with competitive levels relative to comparable executive positions at our Proxy Peers and other chemical and general industrial companies. In recognition of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.

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The following table summarizes the target and maximum annual cash performance award amounts, performance measures and corresponding weightings (both the original and as revised by our Compensation Committee in July 2020) for each of our NEOs for 2020.

Executive Officer
Original
Target %
of
Base Salary(1)

Revised
Maximum %
of
Base Salary(1)

Performance Measures
Original
Weightings

Revised
Weightings

Peter R. Huntsman

140 % 70 % Corporate adjusted EBITDA 40 % 15 %

Corporate adjusted free cash flow 20 % 15 %

Corporate DIO 20 % 15 %

Corporate Accounts Receivable Past Due 10 %

Corporate Acquisition Integration/Cost Reduction Plans 20 %

Strategic and operational objectives 20 % 25 %

Sean Douglas

80 % 40 % Corporate adjusted EBITDA 30 % 15 %

    Corporate adjusted free cash flow 25 % 15 %

    Corporate DIO 10 % 15 %

    Corporate Accounts Receivable Past Due 10 %

    Corporate Acquisition Integration and Cost Reduction 20 %

    Shared services fixed costs 15 % 15 %

    Environmental, health & safety ("EH&S") compliance 20 % 10 %

Anthony P. Hankins

80 % 40 % Corporate adjusted EBITDA 25 %

Polyurethanes adjusted EBITDA 15 % 15 %

Corporate adjusted free cash flow 10 %

Polyurethanes adjusted free cash flow 10 % 15 %

Corporate DIO 10 %

Polyurethanes DIO 10 % 15 %

Polyurethanes Accounts Receivable Past Due 10 %

Polyurethanes Acquisition Integration 35 %

EH&S compliance 20 % 10 %

David M. Stryker

80 % 40 % Corporate adjusted EBITDA 30 % 15 %

    Corporate adjusted free cash flow 25 % 15 %

    Corporate DIO 10 % 15 %

    Corporate Accounts Receivable Past Due 10 %

    Corporate Acquisition Integration and Cost Reduction 20 %

    Shared services fixed costs 15 % 15 %

    EH&S compliance 20 % 10 %

R. Wade Rogers

70 % 35 % Corporate adjusted EBITDA 30 % 15 %

Corporate adjusted free cash flow 25 % 15 %

Corporate DIO 10 % 15 %

Corporate Accounts Receivable Past Due 10 %

Corporate Acquisition Integration and Cost Reduction 20 %

Shared services fixed costs 15 % 15 %

EH&S compliance 20 % 10 %
(1)
In recognition of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.

The Compensation Committee assigns different performance measures and weightings for each NEO in order to align annual incentives with the performance measures most relevant to each officer's role and most within the particular officer's control. 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.

51   |  HUNTSMAN 2021 PROXY


Table of Contents

HUNTSMAN CORPORATION: PROXY STATEMENT

2020 Financial Performance.    For 2020, actual performance and performance as a percentage of targets were as follows (all dollar amounts are in millions):

Performance Criteria
2020 Target
Performance

2020 Actual
Performance

% of
Target

Corporate adjusted EBITDA

$ 544.0 $ 647.0 118.9%

Corporate adjusted free cash flow

$ (55.0 ) $ 284.0 516.4% <