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Board Recommendation

1.

Election of 10 nominees to serve as directors until the 2023 Annual Meeting of Stockholders or her/his earlier resignation, removal or death

FOR ALL nominees recommended by the Board

2.

Advisory vote to approve named executive officer compensation

3.

Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022

4.

If properly presented at the Annual Meeting, a stockholder proposal to lower ownership threshold for special meetings of stockholders to 10%

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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 ☒

Filed by a Party other than the Registrant ☐

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))

☒

Definitive Proxy Statement

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Definitive Additional Materials

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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)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

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Date Filed:

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AN INVITATION FROM OUR CHAIRMAN

DEAR FELLOW STOCKHOLDER:

We are pleased to invite you to attend the 2022 Annual Meeting of Stockholders of Huntsman Corporation (our “Company”), which will be held on Friday, March 25, 2022, at 9:00 a.m. Central Time, in the Lotus Room at The Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas 77380.

It is especially important this year 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. Starboard Value and Opportunity Master Fund Ltd and certain of its affiliates (collectively, “Starboard”) have notified us that Starboard intends to nominate candidates for election as directors at the Annual Meeting. Our Board of Directors has carefully considered the best interests of all stockholders in determining its voting recommendations. Our Board recommends that you vote FOR ALL of the nominees proposed by the Board using the enclosed WHITE proxy card and not for any of Starboard’s nominees.

We strongly urge you to read the accompanying Proxy Statement carefully and vote FOR ALL of the nominees recommended by our Board, and, in accordance with the Board’s recommendations on the other proposals, by using the enclosed WHITE proxy card. If you have voted using the proxy card sent to you by Starboard, you can subsequently revoke it by using the WHITE proxy card to vote.

Only your latest-dated vote will count—any prior proxy card may be revoked at any time prior to the Annual Meeting as described in the accompanying Proxy Statement.

If we determine to hold the Annual Meeting by means of remote communication due to concerns about COVID-19 or otherwise, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by the Company. We would also file definitive additional solicitation materials with the U.S. Securities and Exchange Commission announcing that the Annual Meeting is being held exclusively by means of remote communication.

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 Annual Meeting, we ask that you vote as soon as possible to ensure that your voice is heard. 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.

If you have any questions or require assistance with voting your WHITE proxy card, please contact our proxy solicitation firm, Innisfree M&A Incorporated:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

Stockholders may call toll-free at (877) 750-0926.
Banks and brokers may call collect at (212) 750-5833.

				Sincerely,

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

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	HUNTSMAN CORPORATION NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
	Lotus Room at The Westin at The Woodlands 2 Waterway Square Place The Woodlands, Texas 77380			March 25, 2022 9:00 a.m. Central Time

TO THE STOCKHOLDERS OF HUNTSMAN CORPORATION:

We are holding the 2022 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”) for the following purposes:

To elect as directors 10 nominees to serve until the 2023 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.

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

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022.

If properly presented at the meeting, to vote on a proposal submitted by a stockholder to lower the ownership threshold for special meetings of stockholders to 10%.

To transact such other business as may properly come before the Annual Meeting in accordance with our Bylaws.

The accompanying Proxy Statement provides detailed information about the matters to be considered at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting, we hope you will read the accompanying Proxy Statement and vote as soon as possible so that your voice is heard. This Notice of 2022 Annual Meeting of Stockholders, the Annual Report on Form 10-K for the year ended December 31, 2021 and the attached Proxy Statement and form of WHITE proxy card are first being sent to stockholders of record as of February 1, 2022, on or about February 17, 2022.

We urge you to vote TODAY by following the instructions on the WHITE proxy card to vote on the Internet, by telephone or by completing, signing, dating and returning the WHITE proxy card in the enclosed, postage pre-paid envelope. Returning a proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. If you are the beneficial but not record owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a broker), you will receive instructions from your broker as to how to vote your shares.

Please note that Starboard Value and Opportunity Master Fund Ltd and certain of its affiliates (collectively, “Starboard”) have stated their intention to propose four of their own director nominees for election at the Annual Meeting. You may receive solicitation materials from Starboard. The Company is not responsible for the accuracy of any information provided by Starboard or its nominees contained in solicitation materials filed or disseminated by or on behalf of Starboard or any other statements that Starboard may make. The Board does NOT endorse Starboard’s nominees and strongly recommends that you NOT sign or return any blue proxy card sent to you by Starboard.

THE BOARD RECOMMENDS VOTING “FOR ALL” OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSALS 2 AND 3 AND “AGAINST” PROPOSAL 4 USING THE ENCLOSED WHITE PROXY CARD.

THE BOARD ALSO URGES YOU NOT TO SIGN, RETURN OR VOTE
ANY BLUE PROXY CARD SENT TO YOU BY STARBOARD.

If you vote, or have previously voted, using a blue proxy card sent to you by Starboard, you can subsequently revoke that proxy by following the instructions on the enclosed WHITE proxy card to vote over the Internet or by telephone or by completing, signing and dating the WHITE proxy card and mailing it in the postage pre-paid envelope provided. Only your latest dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.

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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

Abstentions

PROPOSAL 1

Election of Directors

FOR ALL of the nominees recommended by the Board

Plurality 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 on the matter

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 on the matter

Discretionary voting not allowed to the extent you receive competing proxy materials from Starboard

Count as a vote against

PROPOSAL 4(1)

Stockholder Proposal to Lower Ownership Threshold for Special Meetings of Stockholders to 10%

AGAINST

Majority of shares present (in person or represented by proxy) and entitled to vote on the matter

Do not count

Count as a vote against

(1)

If properly presented by the stockholder proponent at the Annual Meeting.

VOTING OPTIONS

Even if you plan to attend and participate in our Annual Meeting, please read this Proxy Statement with care, and vote by proxy to make sure your shares are represented at the Annual Meeting. In all cases, have your WHITE proxy card in hand and simply follow the instructions set forth on the enclosed WHITE proxy card.

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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 2022 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, 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.

The 2021 Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”), the Notice of Annual Meeting, this Proxy Statement and the accompanying form of WHITE proxy card are first being sent to stockholders of record as of February 1, 2022, on or about February 17, 2022.

ANNUAL MEETING DETAILS

	Date and Time				Place
	9:00 a.m. Central Time, on March 25, 2022				Lotus Room at The Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas 77380

	Record Date				Common Stock Outstanding as of the Record Date
	February 1, 2022				214,526,168

MEETING AGENDA AND VOTING RECOMMENDATIONS

It is especially important this year 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. Starboard Value and Opportunity Master Fund Ltd and certain of its affiliates (collectively, “Starboard”) have notified us that Starboard intends to nominate candidates for election as directors at the Annual Meeting. Our Board of Directors (the “Board of Directors” or the “Board”) does not recommend Starboard’s nominees and recommends that you vote FOR ALL of the nominees proposed by the Board using the WHITE proxy card.

We strongly urge you to read this Proxy Statement carefully and vote FOR ALL of the nominees recommended by our Board, and, in accordance with the Board’s recommendations on the other proposals, by using the enclosed WHITE proxy card. If you vote, or have already voted, using the blue proxy card sent to you by Starboard, you can subsequently revoke it by using the WHITE proxy card to vote. Only your latest-dated vote will count—any prior proxy card may be revoked at any time prior to the Annual Meeting as described in the accompanying Proxy Statement.

You may receive solicitation materials from Starboard. We are not responsible for the accuracy of any information provided by Starboard or its nominees contained in solicitation materials filed or disseminated by or on behalf of Starboard or any other statements that Starboard may make.

THE BOARD DOES NOT ENDORSE STARBOARD’S NOMINEES AND STRONGLY RECOMMENDS THAT YOU NOT SIGN OR RETURN ANY BLUE PROXY CARD SENT TO YOU BY STARBOARD. IF YOU VOTE, OR HAVE PREVIOUSLY VOTED, USING A BLUE PROXY CARD SENT TO YOU BY STARBOARD, YOU CAN SUBSEQUENTLY REVOKE THAT PROXY BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED WHITE PROXY CARD TO VOTE OVER THE INTERNET OR BY TELEPHONE OR BY COMPLETING, SIGNING AND DATING THE WHITE PROXY CARD AND MAILING IT IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL COUNT. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE AT THE ANNUAL MEETING AS DESCRIBED IN THIS PROXY STATEMENT.

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

If you have any questions or require assistance with voting your WHITE proxy card, please contact our proxy solicitation firm, Innisfree M&A Incorporated:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free at (877) 750-0926
Banks and brokers may call collect at (212) 750-5833

2021 MILESTONES AND PERFORMANCE HIGHLIGHTS

Despite continued macroeconomic instability, we achieved the Company’s strongest ever profit and margin performance with many successes on the operational, governance, and value-creation fronts in 2021:

We Laid Out a Compelling Vision for Our Future and Credible Steps We Are Taking to Get There:

•

Announced ambitious financial targets and highlighted our portfolio and strategic priorities with a well-received Investor Day in November

•

Unveiled a multi-year compensation plan to ensure achievement of the targets presented at Investor Day by aligning the interests of all of our Officers and Vice Presidents with the interests of all stockholders. Using 2021 as a baseline, we are committed to improving upon the strongest profit and margin performance for our current portfolio of businesses

•

Expanded our original cost optimization and synergies program to a total annualized run-rate of $240 million by the end of 2023, of which we have achieved approximately $100 million to date. We expect to achieve an additional $40 million of savings by the end of 2022

•

Completed the acquisition of Gabriel Performance Products for approximately $250 million to enhance our Advanced Materials product portfolio

•

Announced investments to expand our Performance Products portfolio, including catalysts for Polyurethane insulation, carbonates for lithium-ion electric vehicle batteries and performance amines for semiconductors

We Took Action on Governance Initiatives That Are Important to the Board and Stockholders:

•

Enhanced our Board by appointing Jeanne McGovern and identifying Curtis Espeland, José Muñoz and David Sewell, who were each appointed to our Board in January 2022

•

Laid the foundation for our January 2022 announcement of new Board leadership, including identifying Cynthia Egan to become our next Non-Executive Vice Chair, Lead Independent Director of the Board and Chair of the Nominating and Corporate Governance Committee and Sonia Dulá to become the next Chair of the Compensation Committee

•

Formed a Sustainability Committee of the Board, chaired by Jan Tighe, which oversees sustainability and other related corporate social responsibilities and governance matters

•

Announced our aim to reach carbon neutrality by 2050

We Created Value for Stockholders Over and Above Our Business Operations:

•

Won $665 million as an arbitration award against Albemarle Corporation of which $332.5 million was received in December 2021

•

Returned a substantial amount of capital to our stockholders, including increasing our quarterly dividend by 15% in April 2021, distributing approximately $159 million in dividends in 2021

•

In the second half of 2021, repurchased approximately 7 million shares for approximately $203 million

•

Announced a new share repurchase program in November of at least $1 billion

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)

The following table provides summary information about each of the Board’s director nominees. We ask you to vote “FOR ALL” of our director nominees using the enclosed WHITE proxy card.

Nominee

Age

Director
Since

Principal Occupation

Committees

Peter R. Huntsman

2005

Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation (our “CEO”)

Litigation & Public Policy

Mary C. Beckerle

2011

Chief Executive Officer of University of Utah Huntsman Cancer Institute

Audit, Governance

Sonia Dulá

2020

Former Vice Chairman of Bank of America, Latin America

Compensation, Sustainability

Cynthia L. Egan

2020

Former President of Retirement Plan Services of T. Rowe Price Group and Non-Executive Vice Chair and Lead Independent Director of Huntsman Corporation

Governance, Sustainability

Curtis E. Espeland

2022

Former Executive Vice President of Eastman Chemical Company

N/A

Daniele Ferrari

2018

Former Chief Executive Officer of Versalis S.p.A.

Compensation, Sustainability

José Muñoz

2022

Global Chief Operating Officer of Hyundai Motor Company

N/A

Jeanne McGovern

2021

Retired Partner, Deloitte & Touche LLP

Audit

David B. Sewell

2022

Chief Executive Officer of WestRock Company

N/A

Jan E. Tighe

2019

Retired Vice Admiral of the U.S. Navy

Audit, Sustainability

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
	Five of our 10 director nominees are women (50.0% gender diversity), two add ethnic diversity and one adds diversity as a veteran
	Eight new independent directors (including four women) added to the Board since 2018
	Four of five Board committees will have women chairs, effective at the Annual Meeting; our Lead Independent Director and Non-Executive Vice Chair is female
	Selected new non-executive chairs for each of the standing Board committees within last year and named new Lead Independent Director and Non-Executive Vice Chair
	ACCOUNTABILITY TO STOCKHOLDERS
	Majority voting for director nominees in all uncontested elections
	Simple majority stockholder voting requirements
	Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%)
	Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
	Robust stock ownership guidelines for directors and executive officers
	Policy prohibiting short sales by directors and executive officers

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION (PROPOSAL 2)

	WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
	At the 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 using the enclosed WHITE proxy card. Please see “Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation.” Please also read our “Compensation Discussion and Analysis” beginning on page 44 for more information regarding our executive compensation program in 2021.

Executive Summary

The Compensation Committee believes the design of our executive compensation program, and the Committee’s decisions, achieve its primary objective of aligning the financial interests of our NEOs with the creation of long-term stockholder value, as reflected by the pay outcomes in 2021.

	COMPANY PERFORMANCE HIGHLIGHTS				COMPENSATION STRUCTURE AND OUTCOMES
	2021 was a notable year for our Company marked with significant milestones. We delivered strong performance on key financial, strategic and ESG initiatives in 2021; 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 acquired businesses; and returned approximately $362 million to stockholders through dividends and share repurchases; won award of $665 million in Albemarle arbitration, of which $332.5 million was received in December 2021 • Total Shareholder Return: Achieved a cumulative TSR of 84.4% for the three-year period ended December 31, 2021, which ranked third (in the 66.7th percentile) among our 2019 Performance Peers(1) • Strategic: Initiated a strategic review process for our Textile Effects Division to continue advancing our focus on portfolio enhancement; authorized new share repurchases of $1 billion, building on the $682 million of share repurchases we completed between 2018 and November 2021; closed the acquisition of Gabriel Performance Products, further enhancing our Advanced Materials portfolio • ESG: Outperformed our environmental, health and safety (“EH&S”) goals; published our 10th annual sustainability report with disclosure in line with SASB and GRI reporting standards				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 • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to support well-informed decisions and a sound compensation governance process During 2021, the Compensation Committee focused on responding appropriately to the continued business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included: • Approved 2021 annual cash performance award to our NEOs of between 109.8% to 188.2% of target incentive based on Company’s performance against preset goals • Approved the payout of performance share units awarded in 2019 at 150% of target, reflecting our TSR performance relative to peers over the 2019-2021 period • Implemented a broad-based multi-year incentive program conditioned on the achievement of 2021 Investor Day targets, thereby promoting transparency, ensuring objective accountability, and fostering execution

(1)

For additional discussion of our three-year cumulative TSR achievement and our 2019 Performance Peers, see “Compensation Discussion and Analysis—2021 Executive Compensation Decisions—Long-Term Equity Compensation—Payout of 2019 Performance Share Unit Awards.”

New Incentive Program Strengthens Alignment of Interests

At our 2021 annual meeting, the say-on-pay proposal received the support of 78% of the votes cast. In determining executive compensation, the Compensation Committee carefully considered the say-on-pay results and the stockholder feedback we received.

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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

Compensation Committee believes that the increased emphasis on performance share units better incentivizes and rewards executives for actions that create sustainable stockholder value, and hence are more effective in implementing our compensation objectives.

As a part of ongoing review of our executive compensation program and the desire to better align pay outcomes across the Company with performance against preset goals, in December 2021, our Board authorized and will oversee the implementation of, a multi-year compensation plan that covers all corporate officers and vice presidents, including NEOs. The vesting of these incentives, starting in 2022, will be conditioned upon the achievement of the targets presented at our Investor Day in November 2021 with the specific intention of aligning the employees’ interests with those of all long-term stockholders.

Starting in 2022, a significant majority of the plan participants’ equity incentives will be performance-based and tied to relative Total Shareholder Return and Free Cash Flow measures. In addition, the entirety of our annual cash performance awards will be linked to the achievement of the Adjusted EBITDA margin, Optimization Program and Free Cash Flow targets set out at the Investor Day. Each of these targets builds on a multi-year effort to improve upon our 2021 performance.

We believe these changes to our executive compensation program will enhance our culture of accountability and effectively incentivize our management team to deliver on our Investor Day commitments and generate enhanced stockholder value.

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, 2022 using the enclosed WHITE proxy card.

STOCKHOLDER PROPOSAL TO LOWER OWNERSHIP THRESHOLD FOR SPECIAL MEETING OF STOCKHOLDERS TO 10% (PROPOSAL 4)

We ask you to vote “AGAINST” the stockholder proposal to lower ownership threshold for special meetings of stockholders to 10% using the enclosed WHITE proxy card. Please see page 87 for our Board’s 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 the Board. The proxies are to be voted at the Annual Meeting to be held on Friday, March 25, 2022, at 9:00 a.m. Central Time in the Lotus Room at The Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas 77380, for the purposes set forth in the accompanying Notice of Annual Meeting. The Board is not aware of any other matters to be presented at the Annual Meeting.

These materials also include a WHITE proxy card for the Annual Meeting. WHITE proxy cards are being solicited on behalf of the Board. The proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and provide updated information about us that you should consider in order to make an informed decision when voting your shares.

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:

To elect as directors 10 nominees to serve until the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) or her/his earlier resignation, removal or death.

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

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022.

If properly presented at the meeting, to vote on a proposal submitted by a stockholder to lower the ownership threshold for special meetings of stockholders to 10%.

To transact such other business as may properly come before 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.

The Board recommends voting “FOR ALL” of the Board’s nominees on Proposal 1, “FOR” Proposals 2 and 3 and “AGAINST” Proposal 4 using the enclosed WHITE proxy card.

2. WHEN AND WHERE WILL THE ANNUAL MEETING BE HELD?

The Annual Meeting is scheduled to be held on Friday, March 25, 2022, at 9:00 a.m. Central Time in the Lotus Room at The Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas 77380.

Attendance at the Annual Meeting will be limited to stockholders as of the close of business on February 1, 2022 (the “Record Date”), their authorized representatives and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. In accordance with security procedures, all persons attending the Annual Meeting must present picture identification along with proof of ownership. If you are a stockholder of record, please be prepared to provide the top portion of your proxy card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your broker. Cameras and recording devices will not be permitted at the Annual Meeting.

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HUNTSMAN CORPORATION: PROXY STATEMENT

Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by voting via the Internet or by telephone or by completing, signing, and dating the enclosed WHITE voting instruction form or WHITE proxy card and returning it in the postage pre-paid envelope provided, as soon as possible.

If we determine to hold the Annual Meeting by means of remote communication due to concerns about COVID-19 or otherwise, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by the Company. We would also file definitive additional solicitation materials with the U.S. Securities and Exchange Commission (the “SEC”) announcing that the Annual Meeting is being held exclusively by means of remote communication.

3. WHO IS STARBOARD?

Starboard Value LP is an activist hedge fund based in New York City. Starboard has provided notice to the Company of their intent to nominate director candidates for election to the Board at the Annual Meeting. You may receive proxy solicitation materials from Starboard. The Company is not responsible for the accuracy of any information contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Starboard or any other statements that they may otherwise make.

The Board does not endorse any of Starboard’s nominees and recommends that you vote “FOR ALL” the Board’s nominees, “FOR” Proposals 2 and 3 and “AGAINST” Proposal 4 using the enclosed WHITE proxy card. The Board urges you to disregard any materials and NOT to sign, return or vote using any blue proxy card sent to you by or on behalf of Starboard. Voting to “withhold” with respect to any of Starboard’s nominees on a blue proxy card sent to you by Starboard is not the same as voting for the Board’s nominees, because a vote to “withhold” with respect to any of Starboard’s nominees on Starboard’s blue proxy card will revoke any WHITE proxy you may have previously submitted. To support the Board’s nominees, you should vote “FOR ALL” the Board’s nominees on the WHITE proxy card. If you vote, or have already submitted a vote, using any blue proxy card provided by or on behalf of Starboard, you have the right to change your vote by following the instructions on the enclosed WHITE proxy card to vote by internet or telephone or by signing, dating and returning the enclosed WHITE proxy card in the postage pre-paid envelope provided or by voting at the Annual Meeting. Only your latest-dated proxy will count.

4. WHY HAVE I RECEIVED DIFFERENT COLOR PROXY CARDS?

As discussed in the previous question, Starboard has notified us that they intend to nominate candidates for election as directors at the Annual Meeting. We have provided you with the enclosed WHITE proxy card. Starboard may send you a blue proxy card. The Board recommends only using the enclosed WHITE proxy card to vote FOR ALL of the Board’s nominees for election as directors. The Board also recommends that you disregard any blue proxy cards you may receive.

Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must use each WHITE proxy card you receive in order to vote with respect to each account by internet, by telephone or by signing, dating and returning the WHITE proxy card in the postage pre-paid envelope provided.

If Starboard proceeds with their previously announced nominations, the Company will likely conduct multiple mailings prior to the Annual Meeting date to ensure stockholders have the Company’s latest proxy information and materials to vote. The Company will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every WHITE proxy card you receive. The latest dated proxy you submit will be counted, and, if you wish to vote as recommended by the Board, then you should only submit WHITE proxy cards.

5. WHAT IS INCLUDED IN THE COMPANY’S PROXY MATERIALS?

The Company’s proxy materials include: (1) the Notice of Annual Meeting of Stockholders; (2) this Proxy Statement; (3) the 2021 Form 10-K; and (4) a WHITE proxy card or a WHITE voting instruction card for the Annual Meeting.

You may refer to the 2021 Form 10-K for financial and other information about our operations. The 2021 Form 10-K is not incorporated by reference into this Proxy Statement and is not deemed to be a part hereof.

6. 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 WHITE proxy cards solicited by our Board.

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7. WHAT IS A PROXY STATEMENT?

A proxy statement is a document that the regulations of the SEC requires 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.

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

The Notice of 2022 Annual Meeting, this Proxy Statement and the form of WHITE proxy card are available free of charge at https://voteforhuntsman.com/.

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

The Record Date for the Annual Meeting is February 1, 2022. Owners of record of our Common Stock, par value $0.01 per share (“common stock”) at the close of business on the Record Date are entitled to:

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receive notice of the Annual Meeting; and

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vote at the Annual Meeting in accordance with our Bylaws.

At the close of business on February 1, 2022, there were 214,526,168 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. At the Annual Meeting, stockholders will collectively be able to cast 214,526,168 votes, consisting of one vote for each share of common stock outstanding on the Record Date. There is no cumulative voting, and the holders of the common stock vote together as a single class. Stockholders do not have appraisal rights under Delaware law in connection with this proxy solicitation.

10. WHO MAY ATTEND THE ANNUAL MEETING?

All stockholders of record who owned shares of common stock on the Record Date, or their duly appointed proxies, may attend the Annual Meeting, as may our invited guests. Seating is limited and admission is on a first-come, first-served basis. If you are a stockholder and attend the Annual Meeting, you will need to bring a form of personal identification (such as a driver’s license) and check in at the registration desk at the Annual Meeting. Please note that if you hold shares in “street name” (that is, in a brokerage account or through a bank or other nominee), you also will need to bring a copy of a statement reflecting your share ownership as of February 1, 2022.

11. 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 107,263,085 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.

12. 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.

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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.”

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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.” If you are a street name stockholder, you will be forwarded proxy materials 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 a WHITE voting instruction form 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 stockholder, will my shares be voted if I do not provide instructions?” as described in Question 16 below.

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13. WHAT DIFFERENT METHODS CAN I USE TO VOTE?

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

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By Internet. You may submit a proxy electronically on the Internet by following the instructions provided on the enclosed WHITE proxy card. Please have your WHITE proxy card in hand when you log onto the website. Internet voting facilities will be available 24 hours a day.

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By Telephone. You may submit a proxy by telephone (from U.S. and Canada only) using the toll-free number listed on the enclosed WHITE proxy card. Please have your WHITE proxy card in hand when you call. Telephone voting facilities will be available 24 hours a day.

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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 WHITE proxy card and returning it in the enclosed postage-paid 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:

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By the Methods Listed on the Voting Instruction Form. Please refer to the WHITE 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.

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In Person with a Proxy from the Record Holder. You may vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee. Please consult the WHITE voting instruction form or other information sent to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

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If your shares are held in “street name” and you wish to revoke a proxy, you should contact your bank, broker or nominee and follow its procedures for changing your voting instructions.

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

14. WILL MY SHARES BE VOTED IF I DO NOTHING?

If your shares of our common stock are registered in your name, you must sign, date and return a proxy card or submit a proxy by telephone or by internet in order for your shares to be voted.

If your shares of our common stock are held in “street name,” that is, held for your account by a broker, and you do not instruct your broker how to vote your shares, then your broker would not have discretionary authority to vote your shares on Proposals 1, 2 and 4. To the extent your broker has forwarded you Starboard’s proxy materials, your broker would also not have discretionary authority to vote your shares on Proposal 3. If your shares of our common stock are held in “street name,” your broker, bank or nominee has enclosed a WHITE voting instruction form with this Proxy Statement. We strongly encourage you to authorize your broker or other nominee to vote your shares by following the instructions provided on the WHITE voting instruction form.

To return your WHITE voting instruction form to your broker or other nominee by proxy, simply sign, date and return the enclosed WHITE voting instruction form in the accompanying postage pre-paid envelope, or vote by proxy by telephone or via the Internet in accordance with the instructions on the WHITE voting instruction form. Please contact the person responsible for your account to ensure that a WHITE proxy card or WHITE voting instruction form is voted on your behalf.

We strongly urge you to vote by proxy FOR ALL of the nominees listed in Proposal 1, FOR Proposals 2 and 3, and AGAINST Proposal 4 by using the enclosed WHITE proxy card to vote TODAY by internet, by telephone or by signing, dating and returning the enclosed WHITE proxy card in the envelope provided. If your shares are held in “street name,” you should follow the instructions on the WHITE voting instruction form provided by your broker or other nominee and provide specific instructions to your broker or other nominee to vote as described above.

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 in person at the Annual Meeting.

15. 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 WHITE proxy card, but do not indicate how your shares should be voted and do not revoke your proxy, your shares will be voted as follows:

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FOR the election of all 10 of the director nominees recommended by the Board;

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

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022; and

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AGAINST the stockholder proposal to lower ownership threshold for special meetings of stockholders to 10%.

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy on such matters to the extent authorized by Rule 14a-4(c). The Board knows of no matters, other than those previously described, to be presented for consideration at the Annual Meeting.

16. 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. Typically, 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.” Proposals 1, 2 and 4 are not considered routine matters. Therefore, if your broker has not provided you with competing proxy materials from Starboard and you 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, if any, will have no effect on the outcome of these proposals.

However, because Starboard has initiated a proxy contest and indicated their intention to deliver proxy materials to your broker to forward to you on Starboard’s behalf, with respect to accounts to which Starboard mails their proxy materials, brokers will not have discretion to vote on any of Proposals 1-4 at the Annual Meeting. As a result, if you do not instruct your broker on how to vote your shares regarding any of the matters to be presented at the Annual Meeting, then your shares may not be voted on these matters. We urge you to instruct your broker about how you wish your shares to be voted on the WHITE proxy card.

17. 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 10 director nominees	Plurality of 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 on the matter	No
(3) Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	No (to the extent you broker has provided you with competing proxy materials from Starboard)
(4) If properly presented at the meeting, a stockholder proposal to lower ownership threshold for special meetings of stockholders to 10%	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	No

Because we have received notice from Starboard that they intend to nominate candidates for election to the Board, the provisions of our Bylaws relating to majority voting for directors will not be applicable at the Annual Meeting and, pursuant to our Bylaws, plurality voting will instead apply.

The 10 director nominees who receive the most votes of all votes cast will be elected. If you do not vote for a particular nominee, or if you indicate on your proxy card, via the Internet or by telephone that you want to withhold authority to vote for a particular nominee, then your shares will not be voted for that nominee.

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It will NOT help elect our Board’s nominees if you sign and return a blue proxy card sent by Starboard, even if you withhold on Starboard’s director nominee using Starboard’s proxy card. Doing so will cancel any previous vote you may have cast on our WHITE proxy card. The only way to support our Board’s nominees is to vote for the Board’s nominees on our WHITE proxy card and to DISREGARD, and not return, any proxy card that you receive that is not a WHITE proxy card, including any blue proxy card that you receive from Starboard.

Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to the Board must have been received by our Secretary by January 12, 2022. We did not receive any such notices of nominations, other than the notice of nominations from Starboard, and no other nominations for election to the Board may be made by stockholders at the Annual Meeting.

18. 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 to the extent authorized by Rule 14a-4(c). Under the provisions of our Bylaws and Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.

19. 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:

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voting again by telephone or through the Internet;

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requesting, completing and mailing in a new paper proxy card;

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giving written notice of revocation to our Corporate Secretary, which must be received before the Annual Meeting, by mail to Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com; or

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attending the Annual Meeting and voting in person (merely attending the Annual Meeting will not revoke a prior submitted proxy).

If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other nominee.

20. WHO SHOULD I CALL IF I HAVE QUESTIONS ABOUT THE MEETING?

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact our proxy solicitation firm, Innisfree M&A Incorporated, at

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free at (877) 750-0926
Banks and brokers may call collect at (212) 750-5833

Our 2021 Form 10-K, Notice of Annual Meeting of Stockholders, Proxy Statement and form of WHITE proxy card are available at https://voteforhuntsman.com/.

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BACKGROUND OF THE SOLICITATION

The Board of Directors, through its Nominating & Corporate Governance Committee, initiated a Board refreshment process in connection with the retirement of Jon Huntsman Sr. and the appointment of Peter Huntsman as Chairman of the Board at the end of 2017. Since that time and up through the first week of January 2022, Huntsman has been engaged in an active and public director identification and succession plan focused on recruiting new Board members possessing the independence, background, experience and expertise needed to provide oversight and support for Huntsman’s continuing efforts to upgrade and streamline its portfolio.

Supported by a leading international and independent search firm, the Board’s refreshment process has resulted in the Board appointing eight new independent directors since March 2018 and having six directors transition off the Board during the same period, including the four directors retiring from the Board in connection with the Annual Meeting. As the Board noted when it recommended in May 2020 that then-Lead Independent Director Nolan Archibald be granted a waiver of the Board’s retirement policy: “[T]he Board refreshment process is fully underway and Mr. Archibald’s continued engagement with the professional search firm retained to assist the Company in identifying additional high-quality candidates and with the candidates themselves, will provide critical continuity and stability to the process.”

More specifically, the following independent director appointments and retirements, among others, ensure the Board continues to have the right combination of experience, expertise, qualifications, continuity and backgrounds, including diversity, to drive profitable growth for stockholders and best oversee the Company’s strategic initiatives.

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In March 2018, the Board appointed Daniele Ferrari, who currently sits on the Compensation Committee and Sustainability Committee;

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In February 2019, the Board appointed U.S. Navy (retired) Vice Admiral Jan Tighe, who currently chairs the Sustainability Committee and sits on the Audit Committee;

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In June 2020, the Board appointed Cynthia Egan, who currently chairs the Nominating and Corporate Governance Committee and serves as Non-Executive Vice Chair and Lead Independent Director, and Sonia Dulá, who is Chair Apparent of the Compensation Committee and sits on the Sustainability Committee;

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In February 2021, the Board appointed Jeanne McGovern, who currently chairs the Audit Committee;

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In January 2022, the Board appointed David B. Sewell, José Muñoz and Curtis E. Espeland; and

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In January 2022, after having successfully shepherded the transformation of the Board since 2018, four directors—Nolan D. Archibald, M. Anthony Burns, Sir Robert J. Margetts, and Wayne Reaud—announced they would transition off the Board at the Annual Meeting.

On July 30, 2021, the Company issued a press release reporting its second quarter earnings and noted that it intended to “showcase our strategic initiatives and the continued transformation of the entire portfolio at our New York City Investor Day on November 9, 2021.”

On September 27, 2021, representatives of Starboard had a call with Peter R. Huntsman, the Company’s Chairman of the Board, President and Chief Executive Officer, and Ivan M. Marcuse, the Company’s Vice President of Investor Relations, and informed them that Starboard would be filing a Schedule 13D later that day. On the call, Starboard asked and the Company agreed to schedule an in-person meeting in the following weeks to discuss the Company.

Later that day, Starboard filed a Schedule 13D with the SEC disclosing an 8.4% ownership stake in the Company.

On September 30, 2021, the Company closed its fiscal third quarter and later disclosed in its third quarter earnings release that the Company’s net income for the period improved year-over-year from $57 million to $225 million, and its diluted earnings per share for the period increased year-over-year from $0.22 to $0.94 per share.

On October 5, 2021, representatives of Starboard called Mr. Huntsman to inform the Company that Starboard would be publicly discussing Huntsman at the annual 13D Monitor Active-Passive Investor Summit (the “13D Monitor Conference”) being held the following day.

On October 6, 2021, Jeffrey C. Smith, Chief Executive Officer and Chief Investment Officer of Starboard, “presented” Huntsman as one of Starboard’s top investment ideas at the 13D Monitor Conference.

On October 25, 2021, Messrs. Huntsman and Marcuse and Philip M. Lister, the Company’s Executive Vice President and Chief Financial Officer, met with Mr. Smith and his Starboard colleagues Gavin Molinelli, Patrick Sullivan and Jonathan Yu, at the Company’s headquarters to discuss Starboard’s views on the Company.

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On October 29, 2021, the Company issued its third quarter earnings press release announcing, among other things, that it had: (1) improved third quarter 2021 earnings; (2) repurchased approximately $102 million of its shares in the quarter following reactivation of the share repurchase program that had been paused at the onset of the COVID-19 pandemic; and (3) obtained the prior day a significant arbitration award against Albemarle for fraud and breach of contract and had been awarded in excess of $600 million (the “Albemarle Settlement”) of which the Company expected to net in excess of $400 million after attorney’s fees.

On November 1, 2021, following the Company’s third quarter 2021 earnings announcement, Mr. Marcuse and other members of the Company’s investor relations team had a call with representatives of Starboard to further discuss the Company.

On November 4, 2021, Mr. Marcuse had a call with a representative of Starboard during which Starboard asked to review in advance the Investor Day materials then being prepared for the Company’s previously disclosed November 9, 2021 Investor Day. The next day, the Company entered into a standard Non-Disclosure Agreement with Starboard to facilitate Starboard’s review of the Company’s Investor Day materials. On November 7, 2021, representatives of the Company and Starboard, including Messrs. Smith and Huntsman, met to discuss the Company’s Investor Day materials, with the Company providing Starboard a full opportunity to share its thoughts on the materials.

On November 9, 2021, the Company held its Investor Day announcing ambitious commitments to the Company’s strategic objectives, which included growing its differentiated portfolio, improving its EBITDA margin, generating free cash flow margins above 40%, maintaining an investment grade balance sheet, and returning capital to shareholders through a newly announced $1 billion share repurchase program.

On November 17, 2021, Mr. Huntsman reached out to Mr. Smith to offer a one-on-one meeting to discuss further the Company and Starboard’s plans with respect to the Company.

On December 9, 2021, Mr. Huntsman met with Mr. Smith in New York City. Among other topics, Mr. Smith raised the status and composition of the Company’s Board of Directors. Mr. Huntsman indicated that the Board planned to continue in the near term the refreshment process that the Company had initiated at the end of 2017. Mr. Smith thereafter offered his views on Board membership generally, noting his own practice of meeting personally with and vetting any Board candidate he nominated to ensure the candidate’s independence and competence.

In this context, Mr. Huntsman asked Mr. Smith to provide him the names of any candidates that Starboard would like to suggest so that the Board’s Nominating and Corporate Governance Committee could consider them in the ordinary course alongside the candidates previously identified by the Company’s leading international search firm. Mr. Smith responded that Starboard had assembled a slate of candidates for the Board but declined to provide any of their names to Mr. Huntsman. Mr. Smith also stated his view that at least half of the Company’s current Board members would be replaced by candidates to be nominated by Starboard.

On December 14, 2021, Mr. Smith emailed Mr. Huntsman and asked to schedule a meeting with Mr. Huntsman and any additional members of the Board to further discuss Mr. Smith’s views on Board refreshment.

On December 20, 2021, Mr. Huntsman and Ms. Egan, an independent member of the Board who would be named Non-Executive Vice Chair of the Board and Chair of the Nominating and Corporate Governance Committee two weeks later, had a call with Messrs. Smith, Molinelli, Sullivan and Yu of Starboard to discuss the Company and the composition of its Board. Mr. Huntsman and Ms. Egan again reminded Mr. Smith and the Starboard representatives that the Company’s long-standing Board refreshment plan was still ongoing in the near term and reiterated Mr. Huntsman’s earlier request to Mr. Smith for the names of any candidates that Starboard wished to propose for consideration by the Board’s Nominating and Corporate Governance Committee. Mr. Smith and the Starboard representatives expressed Starboard’s intent to take a significant role in proposing new candidates for the Board—not only to join as members but also to take over leadership positions on various Board committees—and indicated again that while they had candidates to propose, they were declining to disclose the names of any of these proposed candidates.

On December 22, 2021, Mr. Huntsman and Mr. Smith had a call during which Mr. Smith indicated that Starboard would be requesting the Company’s D&O questionnaire and other forms required for a potential nomination (the “Nomination Documents”).

The next morning, December 23, 2021, Starboard delivered a letter to the Company requesting the Nomination Documents.

On December 28, 2021, the Company issued a press release announcing: (1) that it had initiated a review of strategic options for its Textile Effects Division; and (2) that the Board implemented a management-proposed multi-year compensation plan designed to drive accountability and align the incentives of Company’s management team with the targets presented at Investor Day.

On December 30, 2021, the Company provided copies of the Nomination Documents to Starboard.

On January 1, 2022, the Board held a meeting to consider, among other things, the appointment of new directors, new Board leadership positions, and the date of the Annual Meeting. During this meeting, the Board evaluated the recommendation of the

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Nominating and Corporate Governance Committee to appoint three new director candidates identified by a leading international search firm and vetted over the past months as part of the Board’s multi-year refreshment process. Specifically, the Board discussed and evaluated various factors, including the background, independence, and qualifications of each of Curtis Espeland, José Muñoz and David Sewell, including Mr. Espeland’s experience at Eastman Chemical Company, his extensive financial and accounting expertise, and his public company board experience; Mr. Muñoz’s significant operational and executive level experience worldwide in the automotive industry, including in his current role as Chief Operating Officer of Hyundai Motor Company; and Mr. Sewell’s nearly 15 years of senior executive leadership and operational experience at major materials companies, including in his current position as Chief Executive Officer of WestRock and his prior position as Chief Operating Officer of The Sherwin-Williams Company. The Board then approved the appointments of Messrs. Espeland and Muñoz effective immediately and, as Mr. Sewell had indicated his preference to receive formal approval from the WestRock’s board of directors before joining the Company’s Board, his appointment as well, contingent on approval of WestRock’s board.

The Board also considered the timing of the 2022 Annual Meeting and concluded that it would be in the stockholders’ best interests to set a date as soon as reasonably practicable so that stockholders could decide the composition of the Board as early as possible, the Company’s management could focus without distraction on executing the strategic initiatives outlined at the Investor Day and the recently-announced strategic review for the Textile Effects Division, and to minimize other potential disruption and distraction from a potential proxy fight with Starboard. The Board specifically took into account Starboard’s statements to the Company in early December that it already had specific candidates that it intended to nominate and Starboard’s request for the Nomination Documents before the nomination window even opened, all of which indicated to the Board that Starboard was ready to make nominations at this time and would not be impeded in making director nominations by the nomination deadline that would result from a proposed March 25, 2022 annual meeting date.

On January 2, 2022, the Company issued a press release announcing certain corporate governance enhancements and the most recent Board refreshment, including: (1) the appointments of Mr. Espeland and Mr. Muñoz to the Board; (2) the appointment of Ms. Egan as Lead Independent Director, Non-Executive Vice Chair of the Board and Chair of the Nominating and Corporate Governance Committee; (3) the addition of Ms. Dulá to the Compensation Committee and her being named as the Committee’s intended Chair upon Mr. Reaud’s future retirement; (4) the transition of three existing directors, Mr. Archibald, Mr. Burns and Sir Robert J. Margetts, off of the Board at the Annual Meeting; and (5) the determination by the Board that it would no longer grant waivers to non-executive directors of the Company’s director retirement policy requiring them to resign after their 75th birthday. In addition, the Company also announced that it would hold the Annual Meeting on March 25, 2022.

Over the next two days, January 3 and January 4, 2022, Mr. Huntsman and Mr. Smith had a series of discussions during which Mr. Smith conveyed his views on a potential framework for a negotiated resolution and avoidance of a proxy fight, including his view that he no longer required a majority of the Board be replaced by Starboard nominees. Mr. Smith instead proposed, among other things, that the Company agree to add three unidentified Starboard nominees to the Board and to have two incumbent directors—to be identified by Starboard at a later date—resign from the Board. To facilitate the Board’s prompt consideration of Mr. Smith’s newly proposed framework, Mr. Huntsman asked him for the names of Starboard’s three proposed nominees and the two current Board members Starboard would have resign, explaining that such information would be necessary for the Board to give thoughtful and appropriate consideration to Mr. Smith’s proposal. Mr. Smith responded that Starboard had all of the names in mind but he was not prepared to provide that information to the Company unless and until the Company agreed to his framework.

On January 6, 2022, in a subsequent discussion with Mr. Huntsman, Mr. Smith indicated for the first time that his prior demand for three Starboard directors could potentially be reduced to two. Mr. Huntsman then asked Mr. Smith whether this demand for two directors might be satisfied by the addition of one of Mr. Smith’s candidates and one of the Company’s candidates who satisfied Mr. Smith’s standards for independence and competency. Mr. Smith responded that such a construct “could be a possibility.”

Following these calls, between January 4, 2022, and January 7, 2022, Starboard’s lawyers at Olshan Frome Wolosky LLP, had several discussions with the Company’s outside lawyers at Kirkland & Ellis LLP. The lawyers discussed, among other things, (1) the foregoing proposed framework for a negotiated resolution, with Starboard finally disclosing the identities of three proposed nominees—Jeffrey C. Smith, Sandra Beach Lin and James L. Gallogly—on January 5, 2022, (2) Starboard’s intent to submit a nomination notice in the upcoming days, and (3) Starboard’s request to use a universal proxy card, which the Company—after noting, among other things, Starboard’s prior public statements of concern about how a universal proxy card could thwart the will of a majority of stockholders—considered but ultimately did not accept.

On January 7, 2022, WestRock’s board of directors approved Mr. Sewell joining the Company’s Board and his prior appointment to the Board became immediately effective.

On January 7, 2022, not even 48 hours after learning the identities of Starboard’s three proposed candidates, the Company’s Nominating and Corporate Governance Committee also interviewed Starboard candidates Sandra Beach Lin and James L. Gallogly. During the interview, Ms. Beach Lin informed the Committee that she had never met Mr. Smith and, further, that she had refused a

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compensation agreement offered by Starboard for being a Starboard nominee (which was accepted by Mr. Gallogly). Following the interviews, the Company informed Starboard that its Nominating and Corporate Governance Committee and the Board would be open to considering having Ms. Beach Lin join the Board as part of a negotiated resolution with Starboard to avoid a proxy fight.

On January 8, 2022, Mr. Huntsman had a call with Mr. Smith to discuss the Board’s latest director appointments, including David Sewell, whose appointment had not yet been publicly announced. During the call, Mr. Huntsman communicated the Board’s potential interest in having Starboard director nominee Ms. Beach Lin join the Board as part of a negotiated resolution with Starboard and being announced as a new Board member at the same time as Mr. Sewell, consistent with the discussions between Messrs. Huntsman and Smith on January 6, 2022. Mr. Huntsman thereafter agreed to facilitate a call—at Mr. Smith’s specific request—between Mr. Smith and Mr. Sewell for the purpose of permitting Mr. Smith to assess whether Mr. Sewell satisfied Mr. Smith’s stated criteria for board membership and whose appointment could thus be included in a joint announcement along with the addition of a Starboard candidate as part of a potential negotiated resolution to prevent a proxy fight. That call was scheduled the next day and Mr. Smith indicated that he would reach back out to Mr. Huntsman thereafter.

As part of the potential negotiated resolution Mr. Huntsman and Mr. Smith had been discussing, Mr. Huntsman called Ms. Beach Lin the same day to discuss the feedback he had received about her from Ms. Egan, Chair of the Nominating and Corporate Governance Committee.

As agreed, on January 9, 2022, Mr. Smith, who was joined by Mr. Molinelli, spoke with Mr. Sewell regarding his recent appointment to the Board. At the outset, Mr. Smith indicated that Mr. Sewell appeared to be a good nominee for the Huntsman Board and that Starboard might even have an interest in nominating him to other boards in the future. Mr. Smith and Mr. Molinelli went on to express their views about the Company’s interaction with Starboard up until then. Mr. Sewell responded that he could not comment on these matters since he had not been engaged in the earlier interaction in any respect. Mr. Smith also indicated to Mr. Sewell that Starboard intended to run a proxy fight with the Company and that new directors, including Mr. Sewell, could be targeted.

Mr. Smith never reached back out to Mr. Huntsman after talking to Mr. Sewell and, to date, has not called him or left a message.

On January 10, 2022, Ms. Egan had a call with Ms. Beach Lin to discuss the possibility of Ms. Beach Lin potentially joining the Board as part of an overall potential negotiated resolution to avoid a proxy fight between Huntsman and Starboard.

On January 11, 2022, the Company issued a press release announcing (1) the appointment of Mr. Sewell to the Board and (2) the decision of Wayne Reaud, Chair of the Litigation and Public Policy and Compensation committees of the Company, to retire from the Board at the Annual Meeting.

On January 12, 2022, Starboard delivered a notice of director nominations to the Company and publicly issued a letter to the Board, identifying Jeffrey C. Smith, Sandra Beach Lin, Susan C. Schnabel and James L. Gallogly as Starboard’s nominees for election to the Board at the Annual Meeting. On the same day, Starboard issued a press release announcing the foregoing nominations and filed an amendment to its Schedule 13D with the SEC.

Later on January 12, 2022, the Company issued a press release highlighting strategic actions the Company had recently taken to enhance stockholder value, including (1) initiating a strategic review process for the Textile Effects Division to continue advancing the Company’s focus on portfolio enhancement, (2) authorizing new share repurchases of $1 billion, (3) implementing a multi-year incentive compensation program for all Company officers and vice presidents that ties the vast majority of their incentive compensation to the achievement of the Investor Day targets, and (4) substantially completing the Board refreshment process that began at the end of 2017 by adding three highly-qualified and independent directors—Mr. Sewell, Mr. Muñoz and Mr. Espeland—who were identified by a leading international search firm.

On January 19, 2022, Starboard delivered a letter to the Company requesting the inspection of certain stockholder list materials and related information pursuant to Section 220 of the Delaware General Corporation Law (the “Books and Records Demand”).

On January 20, 2022, Starboard filed their preliminary proxy statement with the SEC.

On January 26, 2022, the Company’s outside counsel responded, on behalf of the Company, to the Books and Records Demand.

On January 26, 2022, the Company, in accordance with the Company’s Bylaws, sent Starboard a letter requesting that each of Starboard’s nominees provide certain supplemental information (the “Supplemental Request Letter”).

On February 1, 2022, the Company filed a preliminary proxy statement with the SEC.

Also on February 1, 2022, Starboard responded to the Supplemental Request Letter.

On February 3, 2022, Starboard filed an amendment to its preliminary proxy statement with the SEC.

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PART 2

BOARD OF DIRECTORS

DIRECTOR NOMINEES

Our business affairs are managed under the direction of our Board. The Board was composed of 14 members immediately prior to the Annual Meeting. As previously announced, Nolan D. Archibald, M. Anthony Burns, Sir Robert J. Margetts and Wayne A. Reaud, four directors who currently serve on our Board and whose current terms expire at the Annual Meeting, are retiring from our Board and are not seeking re-election. Therefore, the size of the Board will decrease from 14 to 10 directors, with 10 directors to be elected at the Annual Meeting. The Nominating and Corporate Governance Committee has recommended, and our Board has nominated, each of the individuals named below for election as a director at the Annual Meeting. All 10 of the Board’s nominees listed below are presently serving as directors, and all have agreed to serve if elected.

Presented below is information with respect to the Board’s 10 nominees to be elected as directors at this year’s Annual Meeting. In addition to the information set forth below, Appendix A sets forth information relating to our nominees, directors and certain of our officers and employees who are considered “participants” in our solicitation under applicable SEC rules by reason of their position as directors of the Company, as nominees for directors or because they may be soliciting proxies on our behalf. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should serve on the Board.

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Peter R. Huntsman

Chairman, President and
Chief Executive Officer,
Huntsman

Age: 59

Director since 1994

Committees:

•

Litigation and Public
Policy

Experience

•

President and Chief Executive Officer, Huntsman (2000 – present); Chairman (2018 – present) President and Chief Operating Officer (1994 – 2000)

•

Began his career at the Company’s Olympus Oil subsidiary in 1983 and, starting in 1987, served in a series of general management positions, each with increasing scope and responsibility

Other Boards

US-Listed Companies

•

Independent Director, Venator Materials PLC, a global pigments company headquartered in the UK, which separated from Huntsman in 2017 (2017 – present)

Other

•

Chairman of the Board of Directors, American Chemistry Council, the chemical industry’s principal trade, education, and advocacy association representing more than $550 billion in enterprise value

•

Chairman of the Board of Directors and CEO, Huntsman Cancer Foundation, which raises funds to support the ongoing research, treatment, and educational programs at the University of Utah

•

CEO, Huntsman Foundation

•

Serves on oversight boards and leadership councils of several academic, health and hospital services, and charitable institutions, including the Board of Overseers of the Wharton School of Business at the University of Pennsylvania; the Memorial Hermann Health Systems Board of Directors; the Board of Directors for the Cynthia Woods Mitchell Pavilion; and the Board of Advisors for Interfaith of The Woodlands

Qualifications and Expertise Provided to Our Board

•

Led the Company through successful execution of various strategic, operational, financial, regulatory, and governance milestones

•

Demonstrated expertise across many facets of the global chemical industry while serving in both operational and executive leadership positions in the U.S. and abroad

•

Built valuable and enduring relationships with customers, suppliers, labor unions, political leaders, NGO’s and the communities in which Huntsman operates around the world

•

Widely recognized as global industry leader which ensures that Company’s views and interests are well represented on issues of critical importance at every level

•

Secured Top 100 ranking in Wall Street Journal’s Management Top 250, the WSJ’s list of “The Best Managed Companies of 2021”, above all of the Company’s 2021 proxy peers, including Air Products (141), Ecolab (150), Eastman (162), Mosaic (169), Celanese (178) and Lyondell (212)

•

Winner, Petrochemical Heritage Award for Outstanding Contributions to the Petrochemical Community (2008)

•

Demonstrated competency in leading acquisition integration over more than 25 transactions and in executing cost optimization programs in excess of $500 million

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Cynthia L. Egan

Age: 66

Lead Independent Director
and Non-Executive Vice Chair

Independent Director since 2020

Committees:

•

Nominating and Corporate Governance (Chair)

•

Sustainability

Experience

•

Senior Advisor to the U.S. Department of the Treasury on domestic employment retirement security (2014 – 2015)

•

President of Retirement Plan Services, T. Rowe Price Group from 2007 until her retirement in 2012; served as founding chair of its Women’s Roundtable

•

Senior executive at Fidelity Investments (1989 – 2007), including Executive Vice President and Head of Fidelity Institutional Services Company, President of the Fidelity Charitable Gift Fund and Executive Vice President of Fidelity Management Research Company

•

Began her career at the Federal Reserve Board of Governors in 1980 and worked at KPMG Peat Marwick and Bankers Trust

Other Boards

US-Listed Companies

•

Chair of the Board, The Hanover Insurance Group, one of the largest publicly traded property and casualty insurance companies in the United States (2015 – present)

•

Independent Director, The Unum Group, a leading provider of financial protection benefits internationally and the largest provider of disability income in the world (2014 – present)

•

Independent Trustee, BlackRock Fixed-Income Complex, a complex of closed-end funds and open-end non-index fixed-income funds (2016 – present)

•

Former Independent Director, Envestnet, Inc., a financial technology corporation which provides wealth management platforms and products to financial advisors and institutions (2013 – 2016)

Other

•

Chair, Board of Visitors of the University of Maryland School of Medicine

Qualifications and Expertise Provided to Our Board

•

Deep investment management company experience and stockholder perspective as well as strong financial acumen ensure the Board and management remain focused on the priorities of Company stockholders

•

Extensive executive leadership experience with developing successful high growth and complex operating companies

•

Substantial corporate governance expertise at publicly traded companies

•

Significant experience, including director-level oversight, with developing issues and trends in the areas of human capital management and other governance-related matters

Education

•

B.S., Boston College

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Dr. Mary C. Beckerle

Chief Executive Officer,
Huntsman Cancer Institute

Age: 67

Independent Director since 2011

Committees:

•

Audit

•

Nominating and Corporate Governance

Experience

•

Chief Executive Officer (2011 – present) and Executive Director (2006 – 2011), University of Utah’s Huntsman Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center; transformed HCI from an institution unranked 10 years ago to one which today ranks #30 out of more than 4,500 hospitals evaluated by the U.S. News & World Report

•

Distinguished Professor of Biology and Oncological Sciences and Associate Vice President for Cancer Affairs, University of Utah (present); joined University of Utah in 1986

•

Guggenheim Fellow and Rothschild-Yvette Scholar at the Curie Institute, Paris, France (1999 – 2000)

Other Boards

US-Listed Companies

•

Independent Director, Johnson & Johnson, a global Fortune 50 healthcare company engaged in the development, manufacturing, and distribution of medical device, pharmaceutical and consumer health products (2015 – present)

Other

•

Elected Member, National Academy of Sciences (USA), American Philosophical Society, and American Academy of Arts and Sciences

•

Member, Medical Advisory Board of the Howard Hughes Medical Institute

•

Member, Board of Scientific Advisors, National Cancer Institute (USA)

•

Member, Cancer Policy and Scientific Advisory boards at Dana Farber/Harvard Cancer Center, Duke University, Georgetown University, University of Pennsylvania and the National Center for Biological Sciences in Bangalore (India)

•

Previously served on the Advisory Committee to the Director of the National Institutes of Health, the Board of Directors of the American Association for Cancer Research, as the President of the American Society for Cell Biology, and as the Chair of the American Cancer Society Council for Extramural Grants

•

Member and Sub-Committee Chair, Blue Ribbon Panel for Vice-President Biden’s Cancer Moonshot Initiative

•

Governance Fellow, National Association of Corporate Directors (NACD)

•

NACD Directorship 100 Award (2018) for leadership and excellence in the Boardroom

Qualifications and Expertise Provided to Our Board

•

Extensive executive, strategic, and operational experience, including overall leadership and accountability for the management of a Comprehensive Cancer Center with more than 3,000 personnel and over $1 billion of annual clinical and research revenue, enabling the provision of valuable insight related to business management and development

•

Rigorous financial discipline as a member of Huntsman’s Audit Committee, which oversaw the achievement of investment grade ratings for the Company; provides continuity on the Audit Committee as leadership and remaining members of the Committee transition off the Board

•

Broad experience and knowledge base in corporate governance, risk management, regulatory compliance, and sustainability as CEO of a healthcare delivery organization and Independent Director of Johnson & Johnson, the world’s largest healthcare company

•

Deep experience in science and technology enables her to provide valuable insight and guidance related to organic and inorganic research and development opportunities and to ensure ongoing focus on innovation which fuels value generation at the Company

Education

•

B. A. in Biology and Psychology, Wells College

•

Ph.D. in Molecular, Cellular, and Developmental Biology, University of Colorado Boulder

•

Post-doctoral fellow in Anatomy and Cell Biology, University of North Carolina Chapel Hill

•

Fellow, Executive Leadership in Academic Medicine, Drexel University

•

Aspen Institute, Executive Seminar

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Sonia Dulá

Age: 61

Independent Director since 2020

Committees:

•

Compensation (Incoming Chair)

•

Sustainability

Experience

•

Vice Chairman, Latin America, Bank of America Global Corporate and Investment Banking Division from 2013 until her retirement in 2018; between 2007 and 2013, headed Merrill Lynch’s Wealth Management Division in Latin America, and led the Latin America Corporate and Investment Banking Division

•

Former Chief Executive Officer, Grupo Latino de Radio, owner/operator of more than 500 radio stations in Latin America and the U.S. Hispanic market

•

Co-founded Internet Group of Brazil and Obsidiana.com

•

Former Chief Executive Officer, Telemundo Studios Mexico

•

Began her career as an investment banker at Goldman Sachs in London and New York, rising to leadership positions

Other Boards

US-Listed Companies

•

Independent Director, Hemisphere Media Group, Inc., a Spanish language media company (2019 – present)

•

Independent Director, Millicom International Cellular, S.A., a provider of broadband, cable and cellular network services in Latin America (2021 – present)

Other

•

Independent Director, Acciona, S.A. (Spain), a global renewable energy and infrastructure developer; Acciona representative on board of Acciona Energia, a 100% renewable energy company that is more than 80% owned by Acciona; Non-Executive Chairman, Bestinver, a Spanish asset manager that is 100% owned by Acciona

•

Former Independent Director, Prisa, S.A. (Spain), a leading Spanish and Portuguese-language media and education group

•

Member, Latin America Strategic Advisory Board of Banco Itaú-Unibanco

•

Life Member, Council on Foreign Relations

•

Previously served on the boards of the Council of the Americas, Women’s World Banking and the Arsht Center for the Performing Arts

Qualifications and Expertise Provided to Our Board

•

Extensive international experience and expertise in finance, global capital markets and investment banking provides valuable insight in connection with strategic growth opportunities and transformation

•

Entrepreneurial and executive leadership experience brings a unique perspective in connection with strategic and downstream repositioning

•

Significant experience as public company board director with oversight of sustainable infrastructure projects and solutions, especially in the renewable energy space, provides valuable insight and supports sustainability strategies

Education

•

B.A. in Economics, Harvard University

•

MBA, Stanford University

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Curtis E. Espeland

Age: 57

Independent Director since 2022

Committees:

•

N/A

Experience

•

Chief Financial Officer (2008 – 2020) and Executive Vice President (2014 – 2020), Eastman Chemical Company, an advanced materials and specialty additives manufacturer; after serving as Vice President and Chief Accounting Officer (from 2002 – 2008)

•

Revitalized Eastman’s M&A strategy, resulting in greater than $9 billion of acquisitions; led integration of two of Eastman’s largest acquisitions; directly involved in the company’s Enterprise Risk Management Program and oversaw the company’s corporate strategy, information technology, cybersecurity and corporate communication programs

•

From 1986 – 1996, held various positions of increasing responsibility at Arthur Andersen, performing audit, financial due diligence and business consulting services in the banking, manufacturing, media and telecommunications industries in the U.S. and across the globe

Other Boards

US-Listed Companies

•

Independent Director, Lincoln Electric Holdings Inc., a world leader in design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxyfuel cutting equipment with a market cap in excess of $7 billion; served as Lead Independent Director since 2018 (2012 – present)

Other

•

Independent Director, Nouryon, the former specialty chemicals division of AkzoNobel

•

Member of the Lead Director Network, Tapestry Networks

•

Dean’s Advisory Council of the Ivy College of Business at Iowa State University

Qualifications and Expertise Provided to Our Board

•

Served as CFO and CAO (2002 – 2020) during time period in which Eastman delivered TSR of greater than 400%

•

Significant experience in corporate strategy, accounting and financial reporting, M&A, taxation, enterprise risk management, audit and compliance, and investor relations

•

Insights from serving 18 years as an executive officer of a Fortune 500 chemical company that has undergone a similar portfolio transformation to Huntsman

Education

•

B.A. in Accounting, Iowa State University

•

MBA, University of Chicago Graduate School of Business

•

Completed the Advanced Management Program at Harvard Business School

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Daniele Ferrari

Senior Advisor at SK
Capital Partners

Age: 60

Independent Director since 2018

Committees:

•

Compensation

•

Sustainability

Experience

•

Senior advisor, SK Capital Partners, a private equity investment firm focused on specialty materials, chemicals and pharmaceuticals (2021 – present)

•

Chief Executive Officer, Versalis S.p.A., one of Europe’s largest chemical companies (2011 – 2020)

•

Served in numerous roles at Huntsman, culminating in the role of President of the Performance Products division

•

Previously served at Imperial Chemical Industries (ICI) and Agip Petroli, a subsidiary of Eni S.p.A., a leading international oil and gas company

Other Boards

US-Listed Companies

•

Independent Director, Venator Materials, a global pigments company, which separated from Huntsman in 2017 (2017 – present)

Other

•

Supervisory Board Member, New Heubach Group, a global manufacturer of pigments

•

Supervisory Board Member, SEQENS, a worldwide leader in pharmaceutical solutions and specialty ingredients

•

Past Chairman of the Board of Directors of Matrìca S.p.A., a Versalis joint venture with Novamont, an industry leader in bio plastics and green chemistry and marketing of medical devices, pharmaceuticals and consumer packaged goods

•

Past President, European Chemical Industry Council (CEFIC) (2018 – 2020); CEFIC is the European counterpart of the American Chemistry Council representing chemical industry members employing more than 1.2 million workers with revenues in excess of $500 billion and R&I investments in excess of $10.5 billion

•

Past President, PlasticsEurope Bruxelles, the association of European plastics manufacturers (2013 – 2018)

•

Board Member, Alliance to End Plastics Waste

•

Board Member, Oxford University Business Economics Program

Qualifications and Expertise Provided to Our Board

•

More than 35 years of global executive and operational leadership in the chemical industry, including leading the strategic repositioning of and cost-cutting initiatives at Versalis to achieve significant profitability, enabling him to provide the Board and management of Huntsman invaluable insight into business management in the ordinary course and effective oversight of the Company’s strategic business plans

•

Proven track record executing global sustainability initiatives and strong relationships with international organizations focused on environmental protection, including pioneering and leading the strategic initiative to modernize inefficient assets with fully integrated green, renewable chemical and circular economy processes, provides perspective into the key operational and functional opportunities facing Huntsman, especially those relating to sustainability

Education

•

Diploma in Industrial Chemistry, Istituto San Giorgio (Italy)

•

Honorary Master Degree in Chemical Sciences, University of Ferrara (Italy)

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Jeanne McGovern

Age: 63

Independent Director since 2021

Committees:

•

Audit (Chair)

Experience

•

40-year audit and advisory career at Deloitte & Touche LLP (retired in 2020), most recently as Partner, where she provided lead audit services to Fortune 500 public companies and their audit committees, as well as advisory services relating to M&A and divestitures, strategic business model transformation, financing transactions, and other strategic priorities to a wide range of companies in the consumer, pharmaceutical, materials and industrial segments

•

Held significant management roles in Deloitte’s corporate office, including in the Office of the CEO’s U.S. National Leadership; also served as Independence Leader for the U.S. Audit and Assurance practice directing policy recommendations on the impact of regulations

Other Boards

•

Previously served on boards of Oak Knoll School of the Holy Child, Junior Achievement, and the National Committee on the Prevention of Child Abuse

Qualifications and Expertise Provided to Our Board

•

Highly capable leadership of our Audit Committee informed by extensive track record in public accounting, financial management and reporting, M&A advisory, risk management and internal controls and audit functions

•

Significant experience at the corporate governance level with transforming audit committees and enhancing their effectiveness

•

Deep experience in industrial and consumer products, chemical manufacturing, and life sciences, as well as strong understanding of the business, economic, and compliance environments in which Huntsman and many of its customers operate

Education

•

B.A. in Accounting, Syracuse University

•

CPA and Member of the American Institute of Certified Public Accounting and the Washington Society of Certified Public Accountants

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José Antonio
Muñoz Barcelo

COO, Hyundai
Motor Company

Age: 56

Independent Director since 2022

Committees:

•

N/A

Experience

•

Chief Operating Officer, Hyundai Motor Company, a global manufacturer of automobiles, where he is responsible for global operations strategies and their successful implementation, delivering profitable growth and improving the overall performance of Hyundai Motor Company; also serves as President and CEO of Hyundai Motor America and Genesis Motor America, Hyundai’s largest operating subsidiary (2019 – present)

•

Chief Performance Officer, Nissan Motor Co., Ltd., a global manufacturer of automobiles (2016 – 2019) and Chairman of Nissan’s Management Committee China (2018 – 2019), where he led Nissan’s China division including manufacturing, engineering design, sales and marketing, administration and finance; joined Nissan in 2004

•

Senior operational and executive managerial positions at Toyota Motor Europe and Daewoo Motor Iberia in charge of sales, operations and network development

Other Boards

•

Commissioner of Coalition for Reimagined Mobility (ReMo)

•

Industry Leadership Award by Society of Automotive Engineers (SAE) Foundation

•

Member, Official Association of Industrial Engineers of Madrid

•

Past President of the Alumni Association of IE Business School in Brussels and Paris

•

Board Member (pending), Pacific Council on International Policy, Los Angeles

Qualifications and Expertise Provided to Our Board

•

Extensive international experience in global automotive markets that are increasingly important to Huntsman’s current and prospective business strategies

•

Demonstrated experience delivering innovation and record results, including executive oversight of development and implementation of Hyundai’s fuel cell vehicle and mobility services strategy and Hyundai’s achievement of global sales of almost 4 million cars, nearly $88 billion in total 2020 revenues and $4.7 billion in global profits

•

Broad expertise and deep experience across operations, engineering, sales and marketing, global-scale management, development and execution of global growth strategies, and turnaround and corporate restructuring brings unique and invaluable perspectives into the boardroom

•

Developed extensive and unique skills in identifying and maturing key talents of employees, an important component of his success in executing the organizational improvements he spearheaded at various companies throughout his career

•

Demonstrated expertise and experience in creating, establishing and building brand identity and customer loyalty, key components of the Company’s current business strategies

Education

•

MBA, Instituto de Empresa (IE) Business School (Madrid)

•

Ph.D. in Nuclear Engineering, Polytechnic University of Madrid

•

Completed Executive Management Programs at Cranfield School of Management (U.K.) and INSEAD Business School (France/Japan)

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David B. Sewell

President and CEO,
WestRock Company

Age: 53

Independent Director since 2022

Committees:

•

N/A

Experience

•

President and Chief Executive Officer, WestRock Company, one of the world’s largest paper and packaging companies that generated $18.7 billion in sales and has nearly 50,000 employees (2021 – present)

•

President and Chief Operating Officer (2019 – 2021), The Sherwin-Williams Company, a global leader in the manufacture, development, distribution and sale of paint, coatings and related products, where he was responsible for all operating segments globally and over 60,000 employees worldwide and also supported all operating divisions, managed end-to-end global manufacturing, sourcing and supply chains that maximized assets and resources globally to help drive world class processes and working capital; President of the Performance Coatings Group, where revenue grew from $2.8 billion to $6.1 billion (2014 – 2019); joined Sherwin-Williams in 2007

•

15-year tenure at General Electric in its Plastics and Advanced Materials Division in a variety of senior commercial, global sales and marketing, and business performance positions with increasing responsibilities

Other Boards

US-Listed Companies

•

WestRock, one of the world’s largest paper and packaging companies (2021 – present)

Other

•

Trustee, The Cleveland Clinic, a non-profit academic medical center

Qualifications and Expertise Provided to Our Board

•

CEO of a Fortune 500 public company and proven executive with strong track record for driving profitable growth

•

Proficiency in a number of specialty areas beneficial to oversight of the Huntsman management team such as manufacturing, global operations, sales and product marketing, and strategic efficiency and implementation

•

Over 25 years of commercial, marketing and general management experience at some of the most prominent industry leaders, including in specialty chemicals divisions

•

Demonstrated expertise and deep understanding of adhesives, coatings and elastomer (ACE) markets, key growth segments in Huntsman’s portfolio

Education

•

B.A. in Economics, University of Southern California

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Jan E. Tighe

Age: 59

Independent Director since 2019

Committees:

•

Sustainability (Chair)

•

Audit

Experience

•

Vice Admiral, U.S. Navy (Retired); from 1984 until her retirement in 2018, served in various roles of increasing seniority for the Navy and National Security Agency (NSA), including Commander of the U.S. Fleet Cyber Command U.S. Tenth Fleet, where she directed operations and defense of Global Navy IT Networks; also oversaw Signals Intelligence Operations and Offensive Cyberspace Operations in that role as the Navy Component Commander to NSA and U.S. Cyber Command, respectively

•

Served as Deputy Chief of Naval Operations for Information Warfare and had significant executive responsibilities as Director of Naval Intelligence, U.S. Navy’s Chief Information Officer, Director of Cybersecurity, and as a member of the U.S. Navy’s Corporate Board, collaboratively planned and financed $150 billion annually to support global U.S. Navy operations; led planning and resource programming for Navy Information Warfare Capabilities, including Cyber Resiliency and IT Network Modernization, and spearheaded the Navy’s digital transformation

Other Boards

US-Listed Companies

•

Independent Director, Goldman Sachs Group, Inc., a global investment bank and financial services company (2018 – present)

•

Independent Director, Progressive Corporation, a Fortune 100 American property and casualty insurance company (2019 – present)

•

Independent Director, IronNet, Inc., a global network security company serving the defense, financial services, energy and utilities, health care and life sciences industries (2021 – present)

Other

•

Trustee, The MITRE Corporation

•

Member, Strategic Advisory Committee, Idaho National Labs—National and Homeland Security Directorate

•

Board Member, United States Naval Academy Foundation

•

Board Member, The Alliance for Decision Education

•

Member and Global Security Expert, Strategic Advisory Group, Paladin Capital Group

•

Governance Fellow and Directorship Certified, National Association of Corporate Directors

Qualifications and Expertise Provided to Our Board

•

Specialized substantive knowledge and direct oversight experience in cybersecurity and information technology deployment and management, including designing and implementing cyber resiliency into operational technology systems and directing complex cyber and intelligence operations, which are areas of increasing focus for Huntsman and the Audit Committee

•

Broad leadership experience and uniquely valuable global perspective gained during her Naval career, which supports and aligns with the Board’s material risk oversight function

•

Planning and programming responsibility for U.S. Navy missions globally served by 279 ships, 3,700 aircraft, 93 submarines, shore critical infrastructure and nearly 700,000 employees

•

Strategic planning, risk assessment and mitigation, and strategy execution expertise

Education

•

B.S. in Theoretical Mathematics, U.S. Naval Academy

•

M.S. in Applied Mathematics, U.S. Naval Postgraduate School

•

Ph.D. in Electrical Engineering, U.S. Naval Postgraduate School

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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 2021 consisted of awards granted under the Huntsman Corporation 2016 Huntsman Stock Incentive Plan (the “2016 Stock Incentive Plan”) in the form of fully-vested stock awards or deferred stock units, at the election of each director.

Maintaining a market-based compensation program for our non-employee directors enables our Company to attract qualified members to serve on the Board. With the assistance of Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews our non-employee director compensation practices and compares them to the practices of our peers as well as against the practices of public company boards generally to ensure they are aligned with market practices.

We also offer non-employee directors the opportunity to participate in the Huntsman Outside Directors Elective Deferral Plan. This is an unfunded nonqualified deferred compensation plan established primarily for the purpose of providing our non-employee directors with the ability to defer the receipt of director fees. For 2021, 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 2021 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		$	171,250		$	145,000		$	10,000		$	326,250

Cynthia L. Egan		$	162,500		$	145,000		$	10,000		$	317,500

Daniele Ferrari		$	163,750		$	145,000			—		$	308,750

Sir Robert J. Margetts		$	175,000		$	145,000			—		$	320,000

Jeanne McGovern(3)		$	144,375		$	126,875			—		$	271,250

Wayne A. Reaud		$	225,000		$	145,000			—		$	370,000

Jan E. Tighe		$	191,250		$	145,000			—		$	336,250

(1)

Peter R. Huntsman served as a director of our Company in 2021 but is not included in this table since he was also our CEO. Mr. Huntsman did not receive any additional compensation in 2021 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 2021 Summary Compensation Table on page 64.

(2)

Mr. Espeland and Mr. Muñoz were each appointed to the Board on January 1, 2022 and did not receive any compensation in 2021. Mr. Sewell was appointed to the Board on January 7, 2022 and did not receive any compensation in 2021.

(3)

Ms. McGovern was appointed to the Board on February 16, 2021, and her compensation was prorated to reflect service beginning on that date.

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(4)

For 2021, non-employee directors received the following cash retainers:

Director	Annual Retainer			Audit Committee(a)			Compensation Committee(a)			Governance Committee(a)			Litigation Committee(a)			Sustainability Committee(a)			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(b)		$	145,000		$	17,500			—			—			—		$	8,750			—

Cynthia L. Egan		$	145,000			—			—		$	8,750			—		$	8,750			—

Daniele Ferrari		$	145,000			—		$	10,000			—			—		$	8,750			—

Sir Robert J. Margetts		$	145,000		$	20,000			—		$	10,000			—			—			—

Jeanne McGovern(b)		$	126,875		$	17,500			—			—			—			—			—

Wayne A. Reaud		$	145,000			—		$	50,000			—		$	30,000			—			—

Jan E. Tighe		$	145,000		$	20,000			—			—			—		$	26,250			—

(a)

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 a result, compensation for services on the Sustainability Committee was prorated in 2021.

(b)

Ms. Dulá and Ms. McGovern were appointed to the Audit Committee on February 16, 2021, and their Audit Committee fees were prorated to reflect service beginning on that date.

(5)

This column represents the aggregate grant date fair value of fully vested stock awards or stock unit awards granted in 2021, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 (“FASB ASC Topic 718”). Each director, except for Ms. McGovern, received a stock award or stock unit award covering 5,073 shares based on the grant date fair value on February 17, 2021 of $28.58 per share. Ms. McGovern received a stock award of 4,439 shares based on the grant date fair value on February 17, 2021 of $28.58. Shares underlying stock unit awards are deliverable upon termination of service. See “Note 23. Stock-Based Compensation Plan” to our consolidated financial statements in the 2021 Form 10-K, for additional detail regarding assumptions underlying the value of these equity awards.

(6)

Messrs. Archibald and Burns, Dr. Beckerle, Ms. Dulá, and Ms. Egan each donated to Section 501(c)(3) tax exempt organizations of their choice in 2021. 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

	ROBUST INDEPENDENCE AND THOUGHTFUL BOARD RENEWAL
	All members of our Board, except our CEO, are independent
	Five of our 10 director nominees are women (50.0% gender diversity), two add ethnic diversity and one adds diversity as a veteran
	Eight new independent directors (including four women) added to the Board since 2018
	Four of five Board committees will have women chairs, effective at the Annual Meeting; our Lead Independent Director and Non-Executive Vice Chair is female
	Selected new non-executive chairs for each of the standing Board committees within last year and named new Lead Independent Director and Non-Executive Vice Chair
	ACCOUNTABILITY TO STOCKHOLDERS
	Majority voting for director nominees in all uncontested elections
	Simple majority stockholder voting requirements
	Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%)
	Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
	Robust stock ownership guidelines for directors and executive officers
	Policy prohibiting short sales by directors and executive officers
	PRUDENT RISK OVERSIGHT
	Separate and 100% independent Sustainability Committee provides direct oversight of sustainability and other related corporate social responsibility and governance matters
	Board and committee oversight of operational, EH&S, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks

CORPORATE GOVERNANCE HIGHLIGHTS

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 part of our Board’s multi-year director succession and refreshment process that began in the end of 2017, we have added eight new independent directors (including four women, two ethnically-diverse directors and one veteran) to the Board.

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 10 director nominees.

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[MISSING IMAGE: tm223366d3-pc_boarreppn.jpg]

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 2021, the Board met 10 times, and the non-management directors met in executive session four times. During 2021, 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 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

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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 Ms. Egan adds incremental and valuable leadership at the Board level through her role as Non-Executive Vice Chair in addition to her position as Lead Independent Director. As Lead Independent Director, Ms. Egan 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. Ms. Egan, as Non-Executive Vice Chair 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 election of Ms. Egan as Non-Executive Vice Chair of the Board and Lead Independent Director (January 2022), 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.

•

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.

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With the assistance of legal counsel, the Nominating and 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 as a retired partner of Deloitte & Touche LLP and (b) Dr. Beckerle’s position as CEO of the Huntsman Cancer Institute, or the Institute. Regarding Dr. Beckerle, 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 the Huntsman Cancer Foundation contributes an annual, fixed amount of $100,000 as a supplement to Dr. Beckerle’s annual compensation from the University of Utah for serving as the CEO of the Institute. Dr. Beckerle’s annual compensation from the University of Utah is set by her supervisor, currently the University President, with no input from the Huntsman Cancer Foundation.

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 Dr. Mary C. Beckerle, Sonia Dulá, Cynthia L. Egan, Curtis E. Espeland, Daniele Ferrari, Jeanne McGovern, José Muñoz, David B. Sewell and Retired 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, effective at the Annual Meeting:

Director(1)

Audit
Committee(2)

Compensation
Committee(3)

Governance
Committee(4)

Sustainability
Committee

Litigation and
Public Policy
Committee(5)

Dr. Mary C. Beckerle

Sonia Dulá

Cynthia L. Egan

Daniele Ferrari

Peter R. Huntsman

Jeanne McGovern(6)

Jan E. Tighe

Number of meetings in
2021

Chair

Member

(1)

Mr. Espeland and Mr. Muñoz were each appointed to the Board on January 1, 2022, and Mr. Sewell was appointed to the Board on January 7, 2022. None of them currently serves on any committees.

(2)

Mr. Burns and Sir Robert each served on the Audit Committee throughout 2021 and are expected to continue to serve as members of the Audit Committee until they transition off the Board, effective at the Annual Meeting. Ms. Dulá served on the Audit Committee from February 2021 to January 2022.

(3)

Mr. Reaud served as Chair of the Compensation Committee throughout 2021 and is expected to continue to serve as the Chair of the Compensation Committee until he transitions off the Board, effective at the Annual Meeting. Mr. Archibald served as a member of Compensation Committee throughout 2021 and is expected to continue to serve as a member of the Compensation Committee until he transitions off the Board, effective at the Annual Meeting.

(4)

Messrs. Archibald and Burns and Sir Robert each served on the Governance Committee throughout 2021 and are expected to continue to serve as members of the Governance Committee until they transition off the Board, effective at the Annual Meeting. Mr. Archibald served as the Chair of the Governance Committee until January 1, 2022.

(5)

Mr. Reaud served as Chair of the Litigation and Public Policy Committee throughout 2021 and is expected to continue to serve as the Chair of the Litigation and Public Policy Committee until he transitions off the Board, effective at the Annual Meeting.

(6)

Designated as an “audit committee financial expert” under SEC regulations.

Written charters for our Audit, Compensation, Governance and Sustainability 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
	• Oversees the work of our independent registered public accounting firm including their compensation
	• 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
	• Oversees management of 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 Exchange Act and satisfies the additional independence criteria adopted by the Board and described above. The Board has also determined that Ms. McGovern is an “audit committee financial expert” as defined by the regulations of the SEC. No member of the Audit Committee currently 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*
	• Executes responsibilities under applicable securities laws and regulations relating to our proxy statement for the annual meeting of stockholders or other applicable report or filing
	• Reviews the succession and development planning process for corporate officers
	• 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 AND CORPORATE GOVERNANCE COMMITTEE

Duties

	• Ensures that our corporate governance system enables appropriate oversight mechanism
	• 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
	• Regularly 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

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.

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SUSTAINABILITY COMMITTEE

Duties

	• Oversees the development of key sustainability policies and metrics, and the implementation of sustainability initiatives
	• Monitors the impact of our business operations with respect to matters related to sustainability
	• Reviews, advises and, where appropriate, makes recommendations regarding investor initiatives pertaining to sustainability and other related matters
	• Identifies, evaluates and monitors the sustainability trends, issues and associated risks
	• Reviews and reports to the Board regarding our reports on sustainability
	• Reviews the status of our environmental health and safety performance and systems
	• Reviews current and emerging environmental, health and safety related trends

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.

The Sustainability Committee typically meets quarterly in connection with our regularly scheduled Board meetings. In addition, the meetings of the Sustainability Committee typically include an executive session without members of management present. The Sustainability Committee regularly reports to the full Board regarding sustainability-related 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 and Public Policy 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 and Public Policy Committee reviews and monitors key public policy trends, issues, and regulatory matters that may affect our business, strategies, and operations.

Peter R. Huntsman is a member of the Litigation and Public Policy Committee. Wayne A. Reaud is expected to continue to serve as a member and the Chair of the Litigation and Public Policy Committee until the Annual Meeting. The Litigation and Public Policy 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 and Public Policy 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 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.

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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).

Since the beginning of the COVID-19 pandemic, 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, CVC Thermoset Specialties and Gabriel Performance Products, (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 composed 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.

SUSTAINABILITY REPORTS

Since 2010, we have published our 10th annual Huntsman sustainability report to document our progress and demonstrate our commitment to corporate responsibility. Our 2020 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. In 2021, we completed an analysis of the Task Force for Climate-Related Disclosures (TCFD) and will begin to disclose along the TCFD in our next Sustainability Report.

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INNOVATIVE SOLUTIONS FOR A LOW-CARBON ECONOMY

We believe moving to a low-carbon economy will make both society and the environment more sustainable. Accordingly, we announced our goal to achieve carbon neutrality by 2050. 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 process recycles the equivalent of 1 billion 500 ml plastic bottles

We make insulation from recycled plastic waste to improve energy use in buildings and reduce greenhouse gas emissions. Through a proprietary process, we recycles the equivalent of over 1 billion 500 ml plastic bottles in TEROL® polyols every year. With a recycled content of up to 60%, these polyols become an essential part of MDI-based polyurethane insulation products. We use TEROL® polyols in other insulation applications, including polyisocyanurate (PIR) boardstock systems and pour-in-place insulation for refrigerators and freezers, which prolong the shelf life of perishable foods.

The use of recycled bottles in TEROL® polyols means plastic waste that may end up in a landfill or the ocean is given new purpose that saves energy and reduces emissions. Due to the circularity of the process—where “take, make, dispose” is replaced with “make, use, return”—demand for insulation products made of recycled materials is growing at a rapid pace. In 2020, we added a new plant in Taiwan to increase our TEROL® polyols production, and we have also announced additional expansion plans in Europe.

Our US-produced Ethylene and Propylene Carbonates are a critical component of EV batteries

Electric vehicles will play an important role in reducing emissions in the transportation sector, and we are at the forefront of expanding this technology. We are well positioned to grow with the electric vehicle industry. We are the only US producer and the largest supplier of ethylene and propylene carbonates used in Lithium-ion (Li-on) batteries in North America.

We are expanding our plant in Conroe, Texas, to produce high-purity ethylene carbonate that Li-ion batteries require. The plant is expected to be in operation the beginning of 2023 to meet the growing demand, especially in the United States, where electric vehicle production is expected to reach 6.9 million units by 2025, a fivefold increase from today.

Our ARALDITE® Products are critical to making airplanes and automobiles more fuel-efficient

For many years, Huntsman’s ARALDITE® products have been widely used in the transportation industry to manufacture airplanes and produce lighter and more fuel-efficient automobiles. Today, we are creating products to insulate electric motors and build composite battery boxes that make electric vehicles lighter and safer—two key factors in growing this market and reducing vehicle emissions.

ARALDITE® resins insulate motors to improve their thermal and electrical performance, making electric vehicles more reliable and efficient. We are currently working with European, American and Chinese automotive companies and their suppliers to further develop and qualify these innovative technologies.

Additionally, ARALDITE® composite resin systems are used to build lightweight battery boxes that protect electric batteries from mechanical, thermal and fire damage, enabling widespread adoption and safer use of electric vehicles. Battery boxes have traditionally been composed of metal. However, as battery pack sizes increase, the protective boxes grow larger and increase the weight of the vehicle. Composite battery boxes made from ARALDITE® resins not only weigh less, they provide strong, fire-resistant protection that reduces the possibility of a fire in the event of a crash.

ESG COMMITMENT GUIDED BY UN’S SUSTAINABLE DEVELOPMENT GOALS

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 2020 Sustainability Report identifies relevant Huntsman policies, procedures, systems, and actions that illustrate our progress.

SIGNIFICANT PROGRESS AGAINST HORIZON 2025 TARGETS

We pursue continuous improvement in our operations. Our Horizon 2025 targets provide focus across the company and are aggressive but attainable goals we use to gauge our health and safety performance. We are committed to eliminating Tier 1 process safety incidents and life-impacting injuries and fatalities. We are also targeting 10% reductions in greenhouse gas emissions and

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energy consumption and 5% reductions in hazardous waste and solid waste disposal and net water usage at our facilities in water-stressed regions of the world. Our 2020 Sustainability Report provides an update on our progress toward these targets.

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 2021 annual meeting, except for Messrs. Espeland, Muñoz and Sewell, 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 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 2023 Annual Meeting, see “Stockholder Proposals and Director Nominations for the 2023 Annual Meeting.”

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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;

•

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 (the Board recently determined it will no longer grant non-executive directors waivers);

•

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.

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.

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PART 4

COMPENSATION DISCUSSION AND ANALYSIS

	WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
	At our 2022 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 2021:

	Name			Title
	Peter R. Huntsman			Chairman of the Board, President and Chief Executive Officer, also referred to as our “CEO”

	Philip M. Lister(1)			Executive Vice President and Chief Financial Officer

	Sean Douglas(1)			Former 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

(1)

Mr. Douglas retired as Executive Vice President and Chief Financial Officer effective July 31, 2021. Mr. Lister was appointed Executive Vice President and Chief Financial Officer effective July 1, 2021.

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EXECUTIVE SUMMARY

	COMPANY PERFORMANCE HIGHLIGHTS				COMPENSATION STRUCTURE AND OUTCOMES
	2021 was a notable year for our Company marked with significant milestones. We delivered strong performance on key financial, strategic and ESG initiatives in 2021; 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 acquired businesses; and returned approximately $362 million to stockholders through dividends and share repurchases; won award of $665 million in Albemarle arbitration, of which $332.5 million was received in December 2021 • Total Shareholder Return: Achieved a cumulative TSR of 84.4% for the three-year period ended December 31, 2021, which ranked third (in the 66.7th percentile) among our 2019 Performance Peers(1) • Strategic: Initiated a strategic review process for our Textile Effects Division to continue advancing our focus on portfolio enhancement; authorized new share repurchases of $1 billion, building on the $682 million of share repurchases we completed between 2018 and November 2021; closed the acquisition of Gabriel Performance Products, further enhancing our Advanced Materials portfolio • ESG: Outperformed our EH&S goals; published our 10th annual sustainability report with disclosure in line with SASB and GRI reporting standards				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 • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to support well-informed decisions and a sound compensation governance process During 2021, the Compensation Committee focused on responding appropriately to the continued business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included: • Approved 2021 annual cash performance award to our NEOs of between 109.8% to 188.2% of target incentive based on Company’s performance against preset goals • Approved the payout of performance share units awarded in 2019 at 150% of target, reflecting our TSR performance relative to peers over the 2019-2021 period • Implemented a broad-based multi-year incentive program conditioned on the achievement of 2021 Investor Day targets, thereby promoting transparency, ensuring objective accountability, and fostering execution

(1)

For additional discussion of our three-year cumulative TSR achievement and our 2019 Performance Peers, see “—2021 Executive Compensation Decisions—Long-Term Equity Compensation—Payout of 2019 Performance Share Unit Awards.”

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

NEW INCENTIVE PROGRAM STRENGTHENS ALIGNMENT OF INTERESTS

In response to stockholder feedback received, the Compensation Committee has consistently implemented improvements that further align incentive payouts with the creation of stockholder value. Specifically, the Compensation Committee has incrementally increased the weighting of performance share units from 30% of equity-based incentives in 2019, to 40% in 2020, and 50% in 2021. For 2022, the Committee further increased the weighting of performance share units to 70% for 2022. The Compensation Committee believes that the increased emphasis on performance share units better incentivizes and rewards executives for actions that create sustainable stockholder value, and hence are more effective in implementing our compensation objectives.

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a multi-year compensation plan that covers all corporate officers and vice presidents, including NEOs. The vesting of these incentives, starting in 2022, will be conditioned upon the achievement of the targets presented at our Investor Day in November 2021 with the specific intention of aligning the employees’ interests with those of all long-term stockholders.

VAST MAJORITY OF 2021 NEO PAY REMAINS AT RISK(1)

Our executive compensation program is designed to ensure that a significant portion of each officer’s total target direct compensation is performance-based. As the charts below illustrate, for 2021, 86% of the CEO’s total target direct compensation was at risk being tied to annual performance against preset goals and/or the performance of our stock. Comparably, 74% of total target direct compensation of our other NEOs in 2021, on average, was at risk(2).

[MISSING IMAGE: tm2025328d38-pc_targetpn.jpg]

(1)

NEO pay refers to “total target direct compensation” which consists of (i) annual base salary, (ii) the target annual cash performance award opportunity for 2021, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2021. The amounts actually realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 2021 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 the Compensation Committee with a tool to validate the alignment of our NEOs’ compensation with the creation of stockholder value, particularly because approximately 86% of our CEO’s pay has been linked directly to our stock performance. Realizable pay reflects the tangible incentive 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.

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	Page
HUNTSMAN PROXY STATEMENT SUMMARY		1
PART 1—INFORMATION ABOUT THE MEETING		7
General		7
Questions and Answers About the Annual Meeting and Voting		7
Background of the Solicitation		13
PART 2—BOARD OF DIRECTORS		18
Director Nominees		18
Director Compensation		29
PART 3—CORPORATE GOVERNANCE		31
Corporate Governance Highlights		31
Board Governance		32
Board Leadership Structure and Executive Sessions of the Board		32
Board Independence		33
Committees of the Board		35
Board’s Role in Risk Oversight		38
Corporate Responsibility		39
Director Attendance at the Annual Meeting of Stockholders		41
Director Qualification Standards and Diversity		41
Director Nomination Process		41
Stockholder Communications Policy		42
Corporate Governance Guidelines		42
Financial Code of Ethics and Business Conduct Guidelines		42
PART 4—COMPENSATION DISCUSSION AND ANALYSIS		44
Executive Summary		45
Compensation Program Highlights		45
Objectives of Huntsman’s Executive Compensation Program		48
Elements of Huntsman’s Executive Compensation Program		49
2021 Executive Compensation Decisions		51
How We Determine Executive Compensation		59
Compensation Policies and Practices		62
Accounting and Tax Treatment of the Elements of Compensation		63
Compensation Committee Report		63
PART 5—EXECUTIVE COMPENSATION		64
2021 Summary Compensation Table		64
Grants of Plan-Based Awards in 2021		66
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		67
Outstanding Equity Awards at 2021 Fiscal Year-End		68
Option Exercises and Stock Vested During 2021		69
Pension Benefits in 2021		71
Nonqualified Deferred Compensation in 2021		73
Potential Payments upon Termination or Change of Control		75
Equity Compensation Plan Information		78
Compensation Committee Interlocks and Insider Participation		79
CEO Pay Ratio		79
PART 6—AUDIT COMMITTEE MATTERS		81
Fees Billed by Deloitte & Touche LLP and Affiliates		81
Audit Committee Pre-Approval Policies and Procedures		81
Audit Committee Report		82
PART 7—PROPOSALS TO BE VOTED ON AT THE MEETING		83
Proposal 1—Election of Directors		83
Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers		84
Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm		85
Proposal 4—Stockholder Proposal to Lower Ownership Threshold for Special Meeting of Stockholders to 10%		86
Stockholder Proposals and Director Nominations for the 2023 Annual Meeting		89
PART 8—ADDITIONAL INFORMATION		90
Security Ownership of Certain Beneficial Owners and Management		90
Certain Relationships and Related Transactions		92
Delinquent Section 16(a) Reports		92
Other Information		93

	Page
APPENDIX A—ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION		95
Directors and Nominees		95
Certain Officers and Other Employees		95
Information Regarding Transactions in Our Securities by Participants		95
Miscellaneous Information Concerning Participants		98