| | | | Sincerely, | |
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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 |
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Lotus Room at The Westin at The Woodlands 2 Waterway Square Place
The Woodlands, Texas 77380 |
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March 25, 2022
9:00 a.m. Central Time |
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Board
Recommendation |
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Votes Required for
Approval |
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Unvoted Shares
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Abstentions
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| PROPOSAL 1 | | | |
Election of Directors
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FOR ALL of the nominees recommended by the Board
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| | | Plurality of votes cast | | | | Do not count | | | |
Will have no effect on the outcome
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| PROPOSAL 2 | | | |
Non-Binding Advisory Vote on Named Executive Officer Compensation
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FOR
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Majority of shares present (in person or represented by proxy) and entitled to vote on the matter
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Count as a vote against
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| PROPOSAL 3 | | | |
Ratification of Independent Registered Public Accounting Firm
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FOR
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Majority of shares present (in person or represented by proxy) and entitled to vote on the matter
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Discretionary voting not allowed to the extent you receive competing proxy materials from Starboard
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Count as a vote against
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PROPOSAL 4(1)
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Stockholder Proposal to Lower Ownership Threshold for Special Meetings of Stockholders to 10%
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AGAINST
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Majority of shares present (in person or represented by proxy) and entitled to vote on the matter
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Do not count
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Page
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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY
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Date and Time
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Place
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9:00 a.m. Central Time, on
March 25, 2022 |
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Lotus Room at The Westin at The Woodlands, 2 Waterway Square Place,
The Woodlands, Texas 77380 |
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Record Date
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Common Stock Outstanding as of the Record Date
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| February 1, 2022 | | | |
214,526,168
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Proposal
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Board Recommendation
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1.
Election of 10 nominees to serve as directors until the 2023 Annual Meeting of Stockholders or her/his earlier resignation, removal or death
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FOR ALL nominees recommended by the Board
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2.
Advisory vote to approve named executive officer compensation
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FOR
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3.
Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022
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FOR
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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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AGAINST
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1
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY | |
| 2 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY
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Nominee
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Age
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Director
Since |
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Principal Occupation
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Committees
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| Peter R. Huntsman | | | |
59
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2005
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Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation (our “CEO”)
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Litigation & Public Policy
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| Mary C. Beckerle | | | |
67
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2011
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| | | Chief Executive Officer of University of Utah Huntsman Cancer Institute | | | | Audit, Governance | |
| Sonia Dulá | | | |
61
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2020
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| | | Former Vice Chairman of Bank of America, Latin America | | | |
Compensation, Sustainability
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| Cynthia L. Egan | | | |
66
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2020
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Former President of Retirement Plan Services of T. Rowe Price Group and Non-Executive Vice Chair and Lead Independent Director of Huntsman Corporation
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| | | Governance, Sustainability | |
| Curtis E. Espeland | | | |
57
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2022
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Former Executive Vice President of Eastman Chemical Company
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| Daniele Ferrari | | | |
60
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2018
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| | | Former Chief Executive Officer of Versalis S.p.A. | | | |
Compensation, Sustainability
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| José Muñoz | | | |
56
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2022
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Global Chief Operating Officer of Hyundai Motor Company
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| Jeanne McGovern | | | |
63
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2021
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| | | Retired Partner, Deloitte & Touche LLP | | | | Audit | |
| David B. Sewell | | | |
53
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2022
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| | | Chief Executive Officer of WestRock Company | | | | N/A | |
| Jan E. Tighe | | | |
59
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2019
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| | | Retired Vice Admiral of the U.S. Navy | | | | Audit, Sustainability | |
| ROBUST INDEPENDENCE AND THOUGHTFUL BOARD RENEWAL | | | | |
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All members of our Board, except our CEO, are independent
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Five of our 10 director nominees are women (50.0% gender diversity), two add ethnic diversity and one adds diversity as a veteran
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Eight new independent directors (including four women) added to the Board since 2018
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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
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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
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| ACCOUNTABILITY TO STOCKHOLDERS | | | | |
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Majority voting for director nominees in all uncontested elections
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Simple majority stockholder voting requirements
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Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%)
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Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
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Robust stock ownership guidelines for directors and executive officers
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Policy prohibiting short sales by directors and executive officers
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3
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY | |
| PRUDENT RISK OVERSIGHT | | | | |
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Separate and 100% independent Sustainability Committee provides direct oversight of sustainability and other related corporate social responsibility and governance matters
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Board and committee oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks
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| 4 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY
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WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
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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.
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COMPANY PERFORMANCE HIGHLIGHTS
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COMPENSATION STRUCTURE AND OUTCOMES
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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:
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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
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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)
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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
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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
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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:
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Annual and long-term incentive plans designed to align executives’ pay with Company performance
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Robust compensation benchmarking against a peer group
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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:
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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
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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
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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
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5
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY | |
| 6 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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PART 1
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INFORMATION ABOUT THE MEETING
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7
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 8 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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9
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 10 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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Proposal
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Vote Required
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Broker Discretionary
Vote Allowed |
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(1)
Election of 10 director nominees
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Plurality of votes cast
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No
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(2)
A non-binding advisory vote to approve the compensation of our NEOs
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Majority of shares present (in person or represented by proxy) and entitled to vote on the matter
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| | | No | |
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(3)
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022
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Majority of shares present (in person or represented by proxy) and entitled to vote on the matter
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No (to the extent you broker has provided you with competing proxy materials from Starboard)
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(4)
If properly presented at the meeting, a stockholder proposal to lower ownership threshold for special meetings of stockholders to 10%
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Majority of shares present (in person or represented by proxy) and entitled to vote on the matter
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| | | No | |
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11
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 12 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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13
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 14 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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15
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 16 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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17
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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PART 2
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| | | | | |
BOARD OF DIRECTORS
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Peter R. Huntsman
Chairman, President and
Chief Executive Officer, Huntsman
Age: 59
Director since 1994
Committees:
•
Litigation and Public
Policy
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Experience
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President and Chief Executive Officer, Huntsman (2000 – present); Chairman (2018 – present) President and Chief Operating Officer (1994 – 2000)
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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
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Independent Director, Venator Materials PLC, a global pigments company headquartered in the UK, which separated from Huntsman in 2017 (2017 – present)
Other
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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
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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
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CEO, Huntsman Foundation
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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
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Led the Company through successful execution of various strategic, operational, financial, regulatory, and governance milestones
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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
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Built valuable and enduring relationships with customers, suppliers, labor unions, political leaders, NGO’s and the communities in which Huntsman operates around the world
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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
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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)
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Winner, Petrochemical Heritage Award for Outstanding Contributions to the Petrochemical Community (2008)
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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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| 18 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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Cynthia L. Egan
Age: 66
Lead Independent Director
and Non-Executive Vice Chair
Independent Director since 2020
Committees:
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Nominating and Corporate Governance (Chair)
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Sustainability
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Experience
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Senior Advisor to the U.S. Department of the Treasury on domestic employment retirement security (2014 – 2015)
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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
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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
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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
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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)
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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)
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Independent Trustee, BlackRock Fixed-Income Complex, a complex of closed-end funds and open-end non-index fixed-income funds (2016 – present)
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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
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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
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Extensive executive leadership experience with developing successful high growth and complex operating companies
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Substantial corporate governance expertise at publicly traded companies
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Significant experience, including director-level oversight, with developing issues and trends in the areas of human capital management and other governance-related matters
Education
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B.S., Boston College
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19
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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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
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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
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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
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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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| 20 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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Sonia Dulá
Age: 61
Independent Director since 2020
Committees:
•
Compensation (Incoming Chair)
•
Sustainability
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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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21
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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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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| 22 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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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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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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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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| 24 | | | | HUNTSMAN 2022 PROXY | |
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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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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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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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| 26 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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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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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 28 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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|
|
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 | | |
|
29
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
|
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 | | | | | | — | | |
| 30 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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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
|
| |
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|
|
Simple majority stockholder voting requirements
|
| |
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|
|
Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%)
|
| |
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|
|
Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
|
| |
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|
|
Robust stock ownership guidelines for directors and executive officers
|
| |
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|
|
Policy prohibiting short sales by directors and executive officers
|
| |
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|
| PRUDENT RISK OVERSIGHT | | | | |
|
Separate and 100% independent Sustainability Committee provides direct oversight of sustainability and other related corporate social responsibility and governance matters
|
| |
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|
|
Board and committee oversight of operational, EH&S, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks
|
| |
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|
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31
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| 32 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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33
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| 34 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
|
|
|
Director(1)
|
| |
Audit
Committee(2) |
| |
Compensation
Committee(3) |
| |
Governance
Committee(4) |
| |
Sustainability
Committee |
| |
Litigation and
Public Policy Committee(5) |
| |||||||||||||||
|
Dr. Mary C. Beckerle
|
| |
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| | | | | | | |
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| | | | | | | | | | | | | ||||||
|
||||||||||||||||||||||||||||||||
|
Sonia Dulá
|
| | | | | | | |
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| | | | | | | |
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| | | | | | | ||||||
|
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|
Cynthia L. Egan
|
| | | | | | | | | | | | | |
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| |
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| | | | | | | ||||||
|
||||||||||||||||||||||||||||||||
|
Daniele Ferrari
|
| | | | | | | |
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| | | | | | | |
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| | | | | | | ||||||
|
||||||||||||||||||||||||||||||||
|
Peter R. Huntsman
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
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| |||
|
||||||||||||||||||||||||||||||||
|
Jeanne McGovern(6)
|
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| | | | | | | | | | | | | | | | | | | | | | | | | |||
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Jan E. Tighe
|
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| | | | | | | ||||||
|
||||||||||||||||||||||||||||||||
|
Number of meetings in
2021 |
| | | | 5 | | | | | | 7 | | | | | | 9 | | | | | | 4 | | | | | | 4 | | |
|
|
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| |
Chair
|
| | | | |
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| |
Member
|
|
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35
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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•
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
|
|
| 36 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
|
|
|
•
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
|
|
|
•
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
|
|
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37
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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•
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
|
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| 38 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
|
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39
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 40 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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41
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 42 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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43
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| HUNTSMAN CORPORATION: PROXY STATEMENT | |
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PART 4
|
| |
| | | | | |
COMPENSATION DISCUSSION AND ANALYSIS
|
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WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
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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.
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Name
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Title
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| Peter R. Huntsman | | | Chairman of the Board, President and Chief Executive Officer, also referred to as our “CEO” | |
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| Philip M. Lister(1) | | | Executive Vice President and Chief Financial Officer | |
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| Sean Douglas(1) | | | Former Executive Vice President and Chief Financial Officer | |
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| Anthony P. Hankins | | | Division President, Polyurethanes and CEO—Asia Pacific | |
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| David M. Stryker | | | Executive Vice President, General Counsel and Secretary | |
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| R. Wade Rogers | | | Senior Vice President, Global Human Resources and Chief Compliance Officer | |
| 44 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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COMPANY PERFORMANCE HIGHLIGHTS
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COMPENSATION STRUCTURE AND OUTCOMES
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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:
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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
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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)
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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
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ESG: Outperformed our EH&S goals; published our 10th annual sustainability report with disclosure in line with SASB and GRI reporting standards
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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:
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Annual and long-term incentive plans designed to align executives’ pay with Company performance
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Robust compensation benchmarking against a peer group
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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:
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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
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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
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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
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45
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| | | HUNTSMAN 2022 PROXY | |
| HUNTSMAN CORPORATION: PROXY STATEMENT | |
| 46 | | | | HUNTSMAN 2022 PROXY | |
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HUNTSMAN CORPORATION: PROXY STATEMENT
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