tm234184-3_nonfiling - block

TABLE OF CONTENTS

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:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

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):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-12

TABLE OF CONTENTS

AN INVITATION FROM OUR CHAIRMAN

DEAR FELLOW STOCKHOLDER:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Huntsman Corporation (the “Company”), which will be held virtually on Friday, April 21, 2023, at 9:00 a.m. Central Time.

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

The 2023 Annual Meeting will be held in virtual format through a live webcast. Stockholders will be able to attend, vote their shares, and submit questions by visiting www.virtualshareholdermeeting.com/HUN2023. You will not be able to attend the Annual Meeting physically.

PLEASE VOTE AS SOON AS POSSIBLE

This Proxy Statement contains important information and you should read it carefully. Whether or not you plan to participate in the virtual 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 through the mail, you may also vote via mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. For detailed information regarding voting instructions, please refer to the accompanying Proxy Statement.

				Sincerely,

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
	Friday, April 21, 2023, 9:00 a.m. (Central Time) Virtual Meeting Site: www.virtualshareholdermeeting.com/HUN2023

TO THE STOCKHOLDERS OF HUNTSMAN CORPORATION:

We are holding the 2023 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 2024 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 approve, on a non-binding advisory basis, the preferred frequency of future advisory votes on the compensation of our NEOs

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023.

To approve the Company’s Second Amended and Restated Certificate of Incorporation reflecting, among other things, new Delaware law provisions regarding officer exculpation.

If properly presented at the Annual Meeting, to vote on a proposal submitted by a stockholder regarding shareholder ratification of excessive termination pay.

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.

To join the live webcast, attend and participate in the virtual Annual Meeting, you will need your 16-digit control number included on your proxy card or voting instruction form. For further information on how to attend and participate in the virtual Annual Meeting, please see “Additional Details Regarding the Annual Meeting” on page 7 of the Proxy Statement.

Regardless of whether you plan to attend the Annual Meeting, we hope you read the accompanying Proxy Statement and vote as soon as possible so that your voice is heard. This Notice of 2023 Annual Meeting of Stockholders, the Annual Report on Form 10-K for the year ended December 31, 2022, and the attached Proxy Statement and form of proxy card are first being sent to stockholders of record as of February 27, 2023, on or about March 20, 2023.

We urge you to vote TODAY by following the instructions on the proxy card to vote on the Internet, by telephone or by completing, signing, dating and returning the 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.

THE BOARD RECOMMENDS VOTING “FOR ALL” OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, “1 YEAR” on PROPOSAL 3, “FOR” PROPOSALS 4 AND 5, AND “AGAINST” PROPOSAL 6 USING THE ENCLOSED
PROXY CARD.

By Order of the Board of Directors,

David M. Stryker
Secretary

The Woodlands, Texas
March 20, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held April 21, 2023: The Notice of 2023 Annual Meeting and Proxy Statement and the 2022 Form 10-K are available free of charge at www.proxyvote.com.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

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 and your voice is heard.

PROPOSALS REQUIRING YOUR VOTE

Board
Recommendation

Votes Required for
Approval

Unvoted Shares(1)

Abstentions

PROPOSAL 1

Election of Directors

FOR ALL of the nominees

Majority of votes cast

Do not count

Will have no effect on the outcome

PROPOSAL 2

Non-Binding Advisory Vote on Named Executive Officer Compensation

FOR

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

Do not count

Count as a vote against

PROPOSAL 3(2)

Non-Binding Advisory Vote on Preferred Frequency of Compensation Votes

1 YEAR

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 4

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 allowed

Count as a vote against

PROPOSAL 5

Approve the Second Amended and Restated Certificate of Incorporation

FOR

Majority of shares issued and outstanding

Do not count

Count as a vote against

PROPOSAL 6(3)

Stockholder Proposal Regarding Shareholder Ratification of Excessive Termination Pay

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)

Based on New York Stock Exchange rules, if your shares are held through a broker, bank or other nominee, they do not have discretion to vote on your behalf on non-routine matters if you do not provide voting instructions.

(2)

Because this proposal has three possible substantive responses (1 year, 2 years or 3 years), if none of the frequency alternatives receives the vote of the holders of a majority of the shares present, then we will consider stockholders to have approved the frequency selected by holders of a plurality of the shares present.

(3)

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

VOTING OPTIONS

Even if you plan to attend and participate in our virtual 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 proxy card in hand and simply follow the instructions set forth on the enclosed proxy card.

VISIT THE PROXY WEBSITE

Visit the proxy website: www.proxyvote.com

•

Review and download easy to read, interactive versions of our Proxy Statement and 2022 Form 10-K

•

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

PROXY STATEMENT TABLE OF CONTENTS

	Page
HUNTSMAN PROXY STATEMENT SUMMARY		1
PART 1—INFORMATION ABOUT THE MEETING		7
General		7
Questions and Answers About the Annual Meeting and Voting		8
PART 2—BOARD OF DIRECTORS		13
Director Nominees		13
Director Compensation		23
PART 3—CORPORATE GOVERNANCE		25
Corporate Governance Highlights		25
Board Governance		26
Board Leadership Structure and Executive Sessions of the Board		26
Board Independence		27
Committees of the Board		29
Board’s Role in Risk Oversight		32
Corporate Responsibility		32
Director Attendance at the Annual Meeting of Stockholders		34
Director Qualification Standards and Diversity		34
Director Nomination Process		34
Stockholder Communications Policy		35
Corporate Governance Guidelines		35
Financial Code of Ethics and Business Conduct Guidelines		35
PART 4—COMPENSATION DISCUSSION AND ANALYSIS		37
Executive Summary		38
Compensation Program Highlights		38
Objectives of Huntsman’s Executive Compensation Program		41
Elements of Huntsman’s Executive Compensation Program		42
2022 Executive Compensation Decisions		44
How We Determine Executive Compensation		49
Compensation Policies and Practices		52
Accounting and Tax Treatment of the Elements of Compensation		53
Compensation Committee Report		53
PART 5—EXECUTIVE COMPENSATION		54
2022 Summary Compensation Table		54
Grants of Plan-Based Awards in 2022		56
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		58
Outstanding Equity Awards at 2022 Fiscal Year-End		59
Option Exercises and Stock Vested During 2022		60
Pension Benefits in 2022		62
Nonqualified Deferred Compensation in 2022		64
Potential Payments upon Termination or Change of Control		66
Equity Compensation Plan Information		69
Compensation Committee Interlocks and Insider Participation		70
CEO Pay Ratio		70
Pay versus Performance		72
PART 6—AUDIT COMMITTEE MATTERS		76
Fees Billed by Deloitte & Touche LLP and Affiliates		76
Audit Committee Pre-Approval Policies and Procedures		76
Audit Committee Report		77
PART 7—PROPOSALS TO BE VOTED ON AT THE MEETING		78
Proposal 1—Election of Directors		78
Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers		79
Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm		80
Proposal 4—Ratification of the Appointment of Our Independent Registered Public Accounting Firm		81
Proposal 5—Approve the Second Amended and Restated Certificate of Incorporation		82
Proposal 6—Stockholder Proposal Regarding Shareholder Ratification of Excessive Termination Pay		83
Stockholder Proposals and Director Nominations for the 2024 Annual Meeting		87
PART 8—ADDITIONAL INFORMATION		88
Security Ownership of Certain Beneficial Owners and Management		88
Certain Relationships and Related Transactions		90
Delinquent Section 16(a) Reports		90
Other Information		91
APPENDIX A—SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		A-1
APPENDIX B—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		B-1

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

HUNTSMAN PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be voted upon at the 2023 Annual Meeting of Stockholders, including any postponements, adjournments or continuations thereof, (the “Annual Meeting”) of Huntsman Corporation (“Huntsman” or the “Company”), this summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting.

The 2022 Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”), the Notice of Annual Meeting, this Proxy Statement and the accompanying form of proxy card are first being sent to stockholders of record as of February 27, 2023, on or about March 20, 2023.

For further information on how to attend and participate in the virtual Annual Meeting, please see “Additional Details Regarding the Annual Meeting” on page 7 of the Proxy Statement.

ANNUAL MEETING DETAILS

	Date and Time				Virtual Meeting Site
	9:00 a.m. Central Time, on April 21, 2023				www.virtualshareholdermeeting.com/HUN2023

	Record Date				Common Stock Outstanding as of the Record Date
	February 27, 2023				183,673,139

MEETING AGENDA AND VOTING RECOMMENDATIONS

	Proposal				Board Recommendation
	1. Election of 10 nominees to serve as directors until the 2024 Annual Meeting of Stockholders or her/his earlier resignation, removal or death				FOR ALL nominees
	2. Advisory vote to approve named executive officer compensation				FOR
	3. Advisory vote to approve the preferred frequency of future advisory votes on executive officer compensation				1 YEAR
	4. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023				FOR
	5. Approve the Second Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation				FOR
	6. If properly presented at the Annual Meeting, a stockholder proposal regarding shareholder ratification of excessive termination pay				AGAINST

2022 MILESTONES AND PERFORMANCE HIGHLIGHTS

In 2022, we continued to strengthen the Company by making strategic investments and shareholder-friendly governance enhancements while also returning a substantial amount of capital to our stockholders:

We invested in our core business, while also stream-lining operations and our shared service platform:

•

Completed our $180 million splitter investment in Geismar, Louisiana, enabling production of more high value, differentiated grades of methylene diphenyl diisocyanate (MDI) for key customer applications.

•

Progressed announced expansions of the product portfolio of our Performance Products business, including catalysts for polyurethane insulation, carbonates for lithium-ion electric vehicle batteries, and high value performance amines used in the semiconductor industry.

•

Announced and closed in February 2023 the divestment of our Textile Effects business to Archroma, a portfolio company of SK Capital, for approximately $593 million and pension liabilities, further simplifying our overall portfolio.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

•

Expanded our global cost optimization and synergy programs (the “Optimization Program”) to target a total annualized run-rate of $280 million in savings by the end of 2023, of which we have already achieved an annualized run-rate of approximately $190 million.

We made meaningful enhancements to our governance structures and advanced our sustainability achievements:

•

Refreshed Board and committee leadership with the appointment of Cynthia Egan as Non-Executive Vice Chair, Lead Independent Director, and Chair of the Board’s Nominating and Corporate Governance Committee, Sonia Dulá as Chair of the Compensation Committee, and Jeanne McGovern as Chair of the Audit Committee

•

Added broad-based, sitting or just-retired chief executive and chief financial officer experience in highly relevant industries or strategic markets to the Board by appointing Curtis Espeland, former CFO of Eastman Chemical, José Muñoz, Chief Operating Officer of Hyundai, and David Sewell, CEO of Westrock.

•

Published our 2021 corporate sustainability report titled “Brightening the Horizon: Enabling Sustainability,” which featured Task Force on Climate-related Financial Disclosures (TCFD) for the first time, further improvements in the quality of our other sustainability-related disclosures, and a Limited assurance by a third party auditor for our operational greenhouse gas (GHG) emissions (Scope 1 and Scope 2) and water consumption.

•

Announced a new $1.2 billion senior unsecured, sustainability-linked revolving credit facility.

•

Awarded approximately $125 million by a New Orleans jury against Praxair/Linde after a long-running court battle.

We enhanced shareholder return by leveraging our strong balance and cash flow to increase our dividend and repurchase more than a billion dollars-worth of our stock:

•

Increased our quarterly dividend by 13% in February 2022 and distributed approximately $171 million in dividends in 2022.

•

Repurchased approximately 32 million shares for approximately $1 billion over the course of the 2022 year.

•

Announced a doubling of our share repurchase program in March 2022 from $1 billion to $2 billion with approximately $900 million remaining of the authorization as of January 2023.

BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)

	WE ASK THAT YOU VOTE “FOR ALL” OF OUR DIRECTOR NOMINEES
	The following table provides summary information about each of the Board’s director nominees. Please see “Proposal 1—Director Nominees.” Please also read our “Part 2—Board of Directors” section beginning on page 13 for more information regarding our director nominees. We ask you to vote “FOR ALL” of our director nominees using the enclosed proxy card.”

Nominee

Age

Director
Since

Principal Occupation

Independent

Committees

Peter R. Huntsman

2005

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

N/A

Mary C. Beckerle

2011

Chief Executive Officer of University of Utah Huntsman Cancer Institute

Governance, Sustainability

Sonia Dulá

2020

Former Vice Chairman of Bank of America, Latin America

Compensation (Chair), Audit

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 (Chair)

Curtis E. Espeland

2022

Former Executive Vice President of Eastman Chemical Company

Audit, Compensation

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

Nominee

Age

Director
Since

Principal Occupation

Independent

Committees

Daniele Ferrari

2018

Senior Advisor at SK Capital Partners

Governance, Sustainability

José Muñoz

2022

Global Chief Operating Officer of Hyundai Motor Company

Compensation, Sustainability

Jeanne McGovern

2021

Retired Partner, Deloitte & Touche LLP

Audit (Chair), Governance

David B. Sewell

2022

Chief Executive Officer of WestRock Company

Audit, Sustainability

Jan E. Tighe

2019

Retired Vice Admiral of the U.S. Navy

Sustainability (Chair), Audit

CORPORATE GOVERNANCE HIGHLIGHTS

The Board is committed to corporate governance principles and practices that facilitate fulfillment of its fiduciary duties to you as the stockholders of our Company. Key corporate governance highlights include:

	AN INDEPENDENT AND BROADLY-DIVERSE BOARD OF DIRECTORS
	All members of our Board are independent except our CEO
	Five of our 10 director nominees are women (50% gender diversity), two add ethnic diversity, and one, as a retired Vice Admiral of the U.S. Navy, adds diversity as a veteran
	Eight new independent directors (including four women) added to the Board since 2018
	All Board committees are chaired by women and the Board’s Lead Independent Director and Non-Executive Vice Chair is female
	ACCOUNTABILITY TO STOCKHOLDERS
	Majority voting for director nominees in all uncontested elections
	Simple majority stockholder voting requirements
	Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced from 25% in 2020)
	Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
	Robust stock ownership guidelines for directors and executive officers
	Policy prohibiting short sales by directors and executive officers
	PRUDENT AND PROGRESSIVE RISK OVERSIGHT
	Dedicated and 100% independent Sustainability Committee provides Board-level focus and regular and systematic oversight of key ESG-related matters, including sustainability and other corporate social responsibility and governance matters
	Board and committee-focused oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks

BOARD DIVERSITY

Board composition and director succession is a thoughtful, ongoing process at Huntsman. The Board identifies and evaluates desired director attributes, professional and life experiences, and skill sets in light of the Company’s strategic direction and evolving needs. As part of the Board’s multi-year director succession and refreshment process that began during 2018, we have added eight new independent directors (including four women, two ethnically-diverse directors and, as a retired Vice Admiral of the U.S. Navy, one veteran) to the Board.

Our Board is composed of highly-qualified, diverse leaders from highly relevant industries and markets possessing key expertise, lived experience, and skills, and represents 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.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	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 (“NEOs”). We ask you to vote “FOR” to approve our NEO compensation using the enclosed 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 37 for more information regarding our executive compensation program in 2022.

EXECUTIVE SUMMARY

The Compensation Committee believes that the design of our executive compensation program achieves the Committee’s 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 2022.

	COMPANY PERFORMANCE HIGHLIGHTS				COMPENSATION STRUCTURE AND OUTCOMES
	2022 was a notable year for our Company marked with significant milestones and strong performance on key financial, strategic, and ESG initiatives, including: • Financial: Delivered $1.15 billion of adjusted EBITDA(1); exceeded goal for free cash flow(2); realized significant cost savings through our Optimization Program; and returned approximately $1.2 billion to stockholders through dividends and share repurchases • Total Shareholder Return: Achieved a cumulative TSR of 25.8% for the three-year period ended December 31, 2022, which ranked fourth (in the 66.7th percentile) among our 2020 Performance Peers(3) • Strategic: Announced and closed on the sale of our Textile Effects Division to advance our focus on portfolio enhancement; completed $1 billion in share repurchases, building on the $682 million of share repurchases we completed between 2018 and November 2021; increased the dividend by 13% • ESG: Published our 11th annual sustainability report showcasing disclosures in line with TCFD, SASB and GRI reporting standards and validated by a third party-Limited Assurance; outperformed our process safety goals				The primary objective of our executive compensation program is to align the financial interests of our NEOs with the creation of long-term stockholder value. Key features of the program include: • Annual and long-term incentive plans designed to align executives’ pay with Company performance • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to create a sound compensation governance process and support well-informed decision-making During 2022, 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 2022 annual cash performance award to our NEOs at 120.65% of target incentive based on Company’s performance against preset goals • Approved the payout of performance share units awarded in 2020 at 150% of target, reflecting our TSR performance relative to peers over the 2020-2022 period

(1)

Throughout this Proxy Statement, we refer to our adjusted EBITDA and adjusted EBITDA margin, which are non-GAAP financial measures. See Appendix B for additional information regarding adjusted EBITDA and a reconciliation to net income. See Appendix B for additional information regarding adjusted EBITDA margin and a reconciliation to net income.

(2)

Throughout this Proxy Statement, we refer to free cash flow, which is a non-GAAP financial measure. For purposes of compensation determinations, free cash flow is calculated as operating cash from continuing operations less capital expenditures from continuing operations less net cash proceeds from the Albemarle Settlement. See Appendix B for additional information regarding free cash flow and a reconciliation to operating cash from continuing operations.

(3)

For additional discussion of our three-year cumulative TSR achievement and our 2020 Performance Peers, see “Compensation Discussion and Analysis—2022 Executive Compensation Decisions—Long-Term Equity Compensation—Payout of 2020 Performance Share Unit Awards.”

Our Response to Stockholder Feedback

We engage in a continuous dialogue with our stockholders and have made numerous changes over the years in response to stockholder feedback.

In response to feedback, the Compensation Committee has consistently implemented improvements that further align incentive payouts with the creation of stockholder value. Specifically, the Compensation Committee has gradually increased the weighting of performance share units from 30% of equity-based incentives in 2019, to 40% in 2020, 50% in 2021 and 70% in 2022.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY

In December 2021, as a part of our ongoing review of our executive compensation program and driven by the desire to better align pay outcomes across the Company with performance against preset goals, the Board authorized and is overseeing a multi-year compensation plan that covers all corporate officers and vice presidents, including NEOs, in December 2021. The vesting of these incentives, starting in 2022, is conditioned upon the achievement of the targets presented at our Company’s Investor Day in November 2021 (and described below) with the specific intention of aligning the interests of our officers and other senior level employees with those of all long-term stockholders.

At our 2022 annual meeting, the say-on-pay proposal received the support of approximately 85% of the stockholders casting their votes. Both looking forward and back, the Compensation Committee carefully considers the say-on-pay results and the stockholder feedback we received in determining executive compensation.

PREFERRED FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES (PROPOSAL 3)

Reflecting the value of stockholder feedback, the Board believes that say-on-pay votes should be conducted every year to ensure we get your direct and timely input on our executive compensation program. While our executive compensation programs are designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually and holding an annual advisory vote on executive compensation provides regular and clear feedback on our compensation disclosures on the same cycle.

We ask you to vote for “1 YEAR” for the preferred frequency, on a non-binding advisory basis, of advisory votes on the compensation of our named executive officers using the enclosed proxy card.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 4)

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, 2023 using the enclosed proxy card.

AMENDMENT TO AMENDED AND RESTATED CERTIFICATION OF INCORPORATION (PROPOSAL 5)

The State of Delaware recently enacted legislation that enables Delaware companies to limit certain types of liability of certain of their officers in limited circumstances. As a Delaware corporation, we are proposing to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to, among other things, provide for exculpation of certain of the Company’s officers from certain liability in specific and limited circumstances as permitted by Delaware law.

We ask you to vote “FOR” the Second Amended and Restated Certificate of Incorporation to reflect changes in Delaware law regarding officer exculpation using the enclosed proxy card.

STOCKHOLDER PROPOSAL TO REQUIRE STOCKHOLDER RATIFICATION OF EXECUTIVE TERMINATION PAYMENTS (PROPOSAL 6)

We ask you to vote “AGAINST” the stockholder proposal regarding shareholder ratification of excessive termination pay using the enclosed proxy card. Please see page 84 for our Board’s Statement in Opposition.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	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, April 21, 2023, at 9:00 a.m. Central Time by virtual meeting at ww.virtualshareholdermeeting.com/HUN2023 for the purposes set forth in the accompanying Notice of Annual Meeting. You will not be able to attend the Annual Meeting physically.

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

ADDITIONAL DETAILS REGARDING THE ANNUAL MEETING

ANNUAL MEETING LOG-IN INSTRUCTIONS

Because the Annual Meeting will be held virtually, there is no physical meeting location. To participate in the virtual Annual Meeting, holders of shares of our common stock as of the close of business on February 27, 2023 (the record date for the Annual Meeting) should log in to the live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/HUN2023.

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

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

No audio, video or other form of recording of the Annual Meeting is allowed. If you are not a stockholder at the close of business on February 27, 2023 (the record date for the Annual Meeting) or do not have a control number, you will not be able to access the Annual Meeting.

STOCKHOLDER ACCESS DURING THE ANNUAL MEETING

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

SUBMITTING QUESTIONS AND VOTING YOUR SHARES AT THE ANNUAL MEETING

Submitting Questions: Stockholders as of the record date who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/HUN2023 will have an opportunity to submit questions via the Internet during the meeting. We are committed to answering stockholders’ questions in the order in which they are received, subject to the Rules of Conduct governing the Annual Meeting, just as we have been at our past in-person meetings. We reserve the right to edit profanity or other

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. To avoid repetition, we may group substantially similar questions together and provide a single response.

Voting Your Shares: Stockholders as of the record date who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/HUN2023 will have an opportunity to vote their shares electronically at the virtual Annual Meeting even if they have previously submitted their votes.

TECHNICAL SUPPORT

Prior to and during the virtual Annual Meeting, we will have technicians ready to assist you with any difficulties you may encounter. If you encounter difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be available at www.virtualshareholdermeeting.com/HUN2023.

Please be sure to check in by 8:45 a.m. Central Time on April 21, 2023, the day of the Annual Meeting, so we may address any technical difficulties before the live audio webcast begins.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1. WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Annual Meeting, stockholders will vote upon the matters outlined in the Notice of Annual Meeting of Stockholders, which are:

To elect as directors 10 nominees to serve until the 2024 Annual Meeting of Stockholders (the “2024 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 approve, on a non-binding advisory basis, the preferred frequency of advisory votes on 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, 2023.

To approve the Amended and Restated Certification of Incorporation to, among other things, reflect changes in Delaware law regarding officer exculpation.

If properly presented at the meeting, to vote on a proposal submitted by a stockholder regarding shareholder ratification of excessive termination pay.

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” Proposal 2, “1 YEAR” on Proposal 3, “FOR” Proposals 4 and 5 and “AGAINST” Proposal 6 using the enclosed proxy card.

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

The Annual Meeting will be held on Friday, April 21, 2023, at 9:00 a.m. Central Time by virtual meeting at ww.virtualshareholdermeeting.com/HUN2023 for the purposes set forth in the accompanying Notice of Annual Meeting.

Attendance at the Annual Meeting will be limited to stockholders as of the close of business on February 27, 2023 (the “Record Date”) and/or their authorized representatives, and guests of the Company. Even if you plan to attend the virtual 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 voting instruction form or proxy card and returning it in the postage pre-paid envelope provided, as soon as possible.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

3. 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 2022 Form 10-K; and (4) a proxy card or a voting instruction card for the Annual Meeting.

You may refer to the 2022 Form 10-K for financial and other information about our operations. The 2022 Form 10-K is not incorporated by reference into this Proxy Statement and is not deemed to be a part hereof.

4. WHAT IS A PROXY?

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

5. WHAT IS A PROXY STATEMENT?

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

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

Your proxy card contains instructions on how to:

•

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

•

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

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

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

The Record Date for the Annual Meeting is February 27, 2023. 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:

•

receive notice of the Annual Meeting; and

•

vote at the Annual Meeting in accordance with our Bylaws.

At the close of business on February 27, 2023, there were 183,673,138 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 183,673,138 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.

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

If you are not a stockholder at the close of business on February 27, 2023 (the record date for the Annual Meeting) or do not have a control number, you will not be able to access the Annual Meeting.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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

The required quorum for the transaction of business at the Annual Meeting is a majority of all outstanding shares of our common stock entitled to vote in the election of directors at the Annual Meeting, represented in person or by proxy. Consequently, the presence in person or by proxy of the holders of at least 91,836,570 shares of our common stock is required to establish a quorum at the Annual Meeting. Shares that are voted with respect to a particular matter are treated as being present at the Annual Meeting for purposes of establishing a quorum.

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

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

•

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

•

Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” with respect to those shares. If you are a street name stockholder, you will be forwarded proxy materials by your broker, bank, or other nominee, which is considered the stockholder of record with respect to those shares. 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 been provided with a 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 13 below.

11. 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:

•

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

•

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

•

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

•

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

•

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

•

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.

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

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

•

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

•

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

•

1 YEAR for the preferred frequency, on a non-binding advisory basis, of advisory votes on the compensation of our NEOs;

•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023;

•

FOR the approval of the Second Amended and Restated Certificate of Incorporation to, among other things, reflect changes in Delaware law regarding officer exculpation; and

•

AGAINST the stockholder proposal regarding shareholder ratification of excessive termination pay.

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.

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.

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

In some cases, your shares may be voted if they are held in the name of a brokerage firm even if you do not provide the brokerage firm with voting instructions. Specifically, brokerage firms have the authority under New York Stock Exchange (“NYSE”) rules to cast votes on certain “routine” matters if they do not receive instructions from the beneficial holder. For example, ratification of the appointment of the independent registered public accounting firm (Proposal 4) is typically 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, 3, 5 and 6 are not considered routine matters. Therefore, if 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 Proposals 1, 2, 3, and 6 and will have the same effect as a vote “against” Proposal 5.

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

Proposal	Vote Required	Broker Discretionary Vote Allowed
(1) Election of 10 director nominees	Majority 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) A non-binding advisory vote to approve the preferred frequency of votes on the compensation of our NEOs	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter(1)	No
(4) Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	Yes
(5) Approval of the Second Amended and Restated Certificate of Incorporation	Majority of shares issued and outstanding	No
(6) If properly presented at the meeting, a stockholder proposal regarding shareholder ratification of excessive termination pay	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	No

(1)

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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

If you grant a proxy, the persons named as proxy holders will have discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting 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.

16. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?

If you are a stockholder of record, you may revoke a previously submitted proxy at any time before the polls close at the Annual Meeting by:

•

voting again by telephone or through the Internet;

•

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

•

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

•

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

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

PART 2

BOARD OF DIRECTORS

DIRECTOR NOMINEES

Our business affairs are managed under the direction of our Board. The Nominating and Corporate Governance Committee has recommended, and our Board has nominated, each of the individuals named below for election as a director at the Annual Meeting. All 10 of the Board’s nominees listed below are presently serving as directors, and all have agreed to serve if elected.

Presented below is information with respect to the Board’s 10 nominees as directors at this year’s Annual Meeting. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should serve on the Board.

[MISSING IMAGE: ph_peterhuntsman-4clr.jpg]

Peter R. Huntsman

Chairman, President and
Chief Executive Officer,
Huntsman

Age: 60

Director since 1994

Qualifications, Experience and Expertise Contributed to Our Board

•

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

•

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

•

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

•

Widely recognized as global industry leader ensuring that the Company’s views and interests are well represented on issues of critical importance at every opportunity

•

Secured Top 100 ranking in Wall Street Journal’s Management Top 250, the WSJ’s list of “The Best Managed Companies of 2021”

•

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

•

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

Experience

•

President and Chief Executive Officer, Huntsman (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 Emeritus of the Board of Directors (2023), Chairman of the Board of Directors (2022), Chairman of the Executive Committee of the Board (2021), and Member of the Executive Committee of the Board (2020 – present) of the American Chemistry Council, the chemical industry’s principal trade, education, and advocacy association representing more than $550 billion in enterprise value

•

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

•

CEO, Huntsman Foundation

•

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

[MISSING IMAGE: ph_cynthiaegan-4clr.jpg]

Cynthia L. Egan

Age: 67

Lead Independent Director
and Non-Executive Vice Chair

Independent Director since 2020

Committees:

•

Nominating and Corporate Governance (Chair)

Qualifications, Experience and Expertise Contributed to Our Board

•

Broad-based executive experience in the investment management industry, together with strong corporate financial acumen, ensures that our investor and stockholder perspective sits directly in the Company’s boardroom and that management remains focused on priorities of our shareholders

•

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

•

Demonstrated expertise around corporate governance and best practices experience developed while serving on boards of publicly traded companies

•

Significant experience, including board-level oversight, with the developing ESG-related trends in human capital management, sustainability, and governance-related matters

Experience

•

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

•

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

•

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

•

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

Other Boards

US-Listed Companies

•

Independent Director and Chair of the Board of Directors and member of the Compensation and Human Capital Committee of The Hanover Insurance Group, one of the largest publicly traded property and casualty insurance companies in the United States (2015 – present)

•

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

•

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

•

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

Other

•

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

Education

•

B.S., Boston College

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

[MISSING IMAGE: ph_marybeckerle-4clr.jpg]

Dr. Mary C. Beckerle

Chief Executive Officer,
Huntsman Cancer Institute

Age: 68

Independent Director since 2011

Committees:

•

Nominating and Corporate Governance

•

Sustainability

Qualifications, Experience and Expertise Contributed to Our Board

•

Extensive executive, strategic, and operational experience, including overall leadership and accountability as CEO for management of a Comprehensive Cancer Center with more than 3,000 personnel and over $1 billion of annual clinical and research revenue, enables Dr. Beckerle to provide valuable strategic insights related to management, product innovation and business development to Huntsman management and the Board

•

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

•

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

Experience

•

Chief Executive Officer (2011 – present) and Executive Director (2006 – 2011), University of Utah’s Huntsman Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center; transformed HCI from an institution unranked 10 years ago to one which today ranks #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, Chair of the Science & Technology Committee and member of the Regulatory Compliance & Sustainability Committee of the Board of Directors of Johnson & Johnson, a global Fortune 50 healthcare company engaged in the development, manufacturing, and distribution of medical device, pharmaceutical and consumer health products (2015 – present)

Other

•

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

•

Member, Medical Advisory Board of the Howard Hughes Medical Institute

•

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

•

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

•

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

•

Governance Fellow, National Association of Corporate Directors (NACD)

•

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

Education

•

B. A. in Biology and Psychology, Wells College

•

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

•

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

•

Fellow, Executive Leadership in Academic Medicine, Drexel University

•

Aspen Institute, Executive Seminar

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

Sonia Dulá

Age: 62

Independent Director since 2020

Committees:

•

Compensation (Chair)

•

Audit

Qualifications, Experience and Expertise Contributed to Our Board

•

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

•

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

•

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

Experience

•

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

•

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

•

Co-founded Internet Group of Brazil and Obsidiana.com

•

Former Chief Executive Officer, Telemundo Studios Mexico

•

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

Other Boards

•

Independent Director and member of the Audit and Sustainability committees of the Board of Directors of 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, Hemisphere Media Group, Inc., a Spanish language media company and Millicom International Cellular, S.A., a provider of broadband, cable and cellular network services in Latin America

•

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

•

Member, Latin America Strategic Advisory Board of Itaú-Unibanco

•

Life Member, Council on Foreign Relations

•

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

Education

•

B.A. in Economics, Harvard University

•

MBA, Stanford University

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

[MISSING IMAGE: ph_curtisespeland-4clr.jpg]

Curtis E. Espeland

Age: 58

Independent Director since 2022

Committees:

•

Audit

•

Compensation

Qualifications, Experience and Expertise Contributed to Our Board

•

More than 20 years of broad-based financial and executive level experience in the specialty materials and differential chemicals industry globally, including 12 years as CFO at Eastman Chemical, where senior management team delivered TSR of greater than 400%

•

Critical industry insight developed during career at Eastman that included demonstrated success in executing M&A strategy to drive portfolio transformation and margin expansion

•

Significant expertise and experience in corporate strategy, M&A, investor/shareholder relations, accounting and financial reporting, taxation, and enterprise risk management

Experience

•

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

•

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

•

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

Other Boards

US-Listed Companies

•

Lead Independent Director, member of the Audit Committee and member of the Finance Committee of the Board of Directors of Lincoln Electric Holdings Inc., a world leader in design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxyfuel cutting equipment with a market cap in excess of $10 billion

Other

•

Independent Director and Chair of the Audit Committee of the Board of Directors of Nouryon, the former specialty chemicals division of AkzoNobel

•

Member of the Lead Director Network, Tapestry Networks

•

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

Education

•

B.A. in Accounting, Iowa State University

•

MBA, University of Chicago Graduate School of Business

•

Completed the Advanced Management Program at Harvard Business School

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

Daniele Ferrari

Senior Advisor at SK
Capital Partners

Age: 61

Independent Director since 2018

Committees:

•

Nominating and Corporate Governance

•

Sustainability

Qualifications, Experience and Expertise Contributed to Our Board

•

More than 35 years of global executive and operational leadership in the chemical industry, including leading the strategic repositioning of Versalis to achieve significant profitability, enables Mr. Ferrari to provide the Board and management of Huntsman direct and invaluable insights into industry management in the ordinary course and effective oversight of the Company’s strategic business plans and global operations

•

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

Experience

•

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

•

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

•

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 and Chair of the Compensation Committee of the Board of Directors of Venator Materials, a global pigments company, which separated from Huntsman in 2017 (2017 – present)

Other

•

Supervisory Board Member and Chair of the Compensation Committee, New Heubach Group, a global manufacturer of pigments

•

Supervisory Board Member and Chair of the Sustainability Committee, SEQENS, a worldwide leader in pharmaceutical solutions and specialty ingredients

•

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

Education

•

Diploma in Industrial Chemistry, Istituto San Giorgio (Italy)

•

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

Jeanne McGovern

Age: 64

Independent Director since 2021

Committees:

•

Audit (Chair)

•

Nominating and Corporate Governance

Qualifications, Experience and Expertise Contributed to Our Board

•

Demonstrated and disciplined leadership of the Company’s Audit Committee informed by extensive track record of success in public accounting, financial management and reporting, M&A advisory, risk management and internal controls and audit functions

•

Significant experience with best practices in the corporate governance field developed while transforming and enhancing the effectiveness of board audit committees

•

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

Experience

•

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

•

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

Other Boards

US-Listed Companies

•

Independent director and member of the Audit & Ethics Committee of the Board of Directors of Flexsteel Industries, a global leader in the design, production and manufacturing of high-quality residential furniture doing business for more than 120 years

Other

•

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

Education

•

B.A. in Accounting, Syracuse University

•

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

[MISSING IMAGE: ph_joseantonio-4clr.jpg]

José Antonio
Muñoz Barcelo

COO, Hyundai
Motor Company

Age: 57

Independent Director since 2022

Committees:

•

Compensation

•

Sustainability

Qualifications, Experience and Expertise Contributed to Our Board

•

Sitting COO of a $100B plus revenue business with extensive international experience in global automotive markets that are increasingly important to Huntsman’s current and prospective business strategies

•

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

•

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

•

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

•

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

•

Brings extensive knowledge and experience from Hyundai’s leading EV business to the Company’s continuing drive toward enhancing sustainable solutions in the critical EV and battery markets

Experience

•

President and global COO of Hyundai Motor Company, the South Korean headquartered manufacturer of ICE, EV and Hydrogen Fuel Cell vehicles, where he is responsible for global operations strategies and their successful implementation, delivering profitable growth and improving the overall performance of Hyundai Motor Company; also serves as President and CEO of Hyundai Motor America and Genesis Motor America, Hyundai’s largest operating subsidiary (2019 – present)

•

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

•

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

Other Boards

•

Board Member, Hyundai Motor Company, Motional, Inc. and Pacific Council on International Policy

•

Vice Chairman, Alliance for Automotive Innovation

•

Commissioner of Coalition for Reimagined Mobility (ReMo)

•

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

•

Member, Official Association of Industrial Engineers of Madrid

•

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

Education

•

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

•

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

•

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

[MISSING IMAGE: ph_davidsewell-4clr.jpg]

David B. Sewell

President and CEO,
WestRock Company

Age: 54

Independent Director since 2022

Committees:

•

Audit

•

Sustainability

Qualifications, Experience and Expertise Contributed to Our Board

•

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

•

C-suite experience with broad insights in core downstream markets for the Company

•

Demonstrated competence and experience in multiple operational areas that benefit the Huntsman management team and Board including global manufacturing, operations, sales and marketing, and strategic planning and implementation

•

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

•

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

Experience

•

President and Chief Executive Officer, WestRock Company, one of the world’s largest paper and packaging companies, generating $18.7 billion in sales and employing nearly 50,000 associates world-wide (2021 – present)

•

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

•

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

Other Boards

US-Listed Companies

•

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

Other

•

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

Education

•

B.A. in Economics, University of Southern California

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

Jan E. Tighe

Age: 60

Independent Director since 2019

Committees:

•

Sustainability (Chair)

•

Audit

Qualifications, Experience and Expertise Contributed to Our Board

•

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

•

Decorated U.S. Navy veteran with broad-based executive leadership experience and uniquely valuable global perspective gained during her Naval career, which supports and aligns with the Board’s material risk oversight function, among others

•

Planning and programming experience for U.S. Navy operations support including 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

Experience

•

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

•

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

Other Boards

US-Listed Companies

•

Independent Director, Goldman Sachs Group, Inc., a global investment bank and financial services company. Serves as a member of the Audit, Risk, and Corporate Governance and Nominating committees of the Board. (2018 – present)

•

Independent Director, Progressive Corporation, a Fortune 100 American property and casualty insurance company. Serves as a member of the Technology and Compensation Committee of the Board. (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. Serves as the Chair, Nominating and Corporate Governance Committee of the Board. (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

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

THE BOARD RECOMMENDS A VOTE ON THE PROXY CARD
“FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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 2022 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 2022, none of our non-employee directors elected to participate in this plan. The investment choices available under this plan are identical to the investment choices available under our 401(k) plan. Benefits under the plan are payable in cash distributable either in a lump sum or in installments beginning 30 days after the director ceases to be a member of our Board.

Members of the Board may also participate in the Huntsman Director Matching Gift Program. Designed to demonstrate our commitment to worthy causes and attract talented directors, our Company will match charitable contributions made in cash up to a maximum of $10,000 per director per year for organizations located in the United States that are tax exempt pursuant to Section 501(c)(3) of the Internal Revenue Code.

The Compensation Committee believes that our total director compensation package is competitive with market practices, as well as fair and appropriate in light of the responsibilities and obligations of our non-employee directors. Details of our non-employee director compensation program are below.

DIRECTOR COMPENSATION TABLE

The total 2022 compensation for our non-employee directors is shown in the following table:

Name(1)	Fees Earned or Paid in Cash ($)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
Nolan D. Archibald(4)		$	56,250		$	145,000		$	10,000		$	211,250

Mary C. Beckerle		$	168,333		$	145,000		$	10,000		$	323,333

M. Anthony Burns(5)		$	43,750		$	145,000		$	10,000		$	198,750

Sonia Dulá(3)		$	201,667		$	145,000		$	10,000		$	356,667

Cynthia L. Egan(6)		$	238,333		$	145,000		$	10,000		$	393,333

Curtis Espeland(7)		$	165,000		$	145,000			—		$	310,000

Daniele Ferrari(8)		$	165,000		$	145,000			—		$	310,000

Sir Robert J. Margetts(4)		$	43,750		$	145,000			—		$	188,750

Jeanne McGovern(9)		$	211,667		$	145,000			—		$	356,667

José Muñoz(10)		$	158,333		$	145,000			—		$	303,333

Wayne A. Reaud(4)		$	56,250		$	145,000			—		$	201,250

David Sewell(11)		$	165,000		$	145,000			—		$	310,000

Jan E. Tighe		$	195,000		$	145,000			—		$	340,000

(1)

Peter R. Huntsman served as a director of our Company in 2022 but is not included in this table since he was also our CEO. Mr. Huntsman did not receive any additional compensation in 2022 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 2022 Summary Compensation Table on page 54.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

(2)

This column represents the aggregate grant date fair value of fully vested stock awards or stock unit awards granted in 2022, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 (“FASB ASC Topic 718”). Each director received a stock award or stock unit award covering 3,533 shares based on the grant date fair value on February 17, 2022, of $41.04 per share. Shares underlying stock unit awards are deliverable upon termination of service. See “Note 23. Stock-Based Compensation Plan” to our consolidated financial statements in the 2022 Form 10-K, for additional detail regarding assumptions underlying the value of these equity awards.

(3)

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 2022. On behalf of each of these directors, we matched their charitable contributions up to $10,000 through our Huntsman Director Matching Gift Program.

(4)

Messrs. Archibald, Burns, Reaud, and Sir Robert served until the Company’s 2022 Annual Meeting on March 25, 2022 and their compensation was prorated to reflect service ending on that date.

(5)

Ms. Dulá served as a member on the Audit Committee until February 1, 2022, then resumed service on the Audit Committee beginning on the date of our Annual meeting on May 3, 2022. She served as member and chair of the Compensation Committee beginning on March 25, 2022. She served as a member on the Sustainability Committee until May 3, 2022.

(6)

Ms. Egan served as our Lead Independent Director beginning January 1, 2022, and also served as member and chair of the Nominating & Corporate Governance Committee throughout 2022. She served as a member on the Sustainability Committee until May 3, 2022.

(7)

Mr. Espeland served as a member on the Audit and Compensation Committees beginning May 3, 2022.

(8)

Mr. Ferrari served as a member on the Compensation Committee until May 3, 2022. He served as a member on the Nominating & Corporate Governance Committee beginning May 3, 2022.

(9)

Ms. McGovern served as a member on the Nominating & Corporate Governance Committee beginning May 3, 2022.

(10)

Mr. Muñoz served as a member on the Compensation and Sustainability Committees beginning on May 3, 2022.

(11)

Mr. Sewell served as a member on the Audit and Sustainability Committees beginning on May 3, 2022.

(12)

For 2022, non-employee directors received the following cash retainers:

Director	Annual Retainer			Audit Committee(a)			Compensation Committee(a)			Nominating & Corporate Governance Committee(a)			Litigation Committee(a)			Sustainability Committee(a)			Lead Independent Director
Nolan D. Archibald(b)		$	36,250			—		$	2,500		$	2,500			—			—		$	15,000

Mary C. Beckerle		$	145,000		$	6,667			—		$	10,000			—		$	6,667			—

M. Anthony Burns(b)		$	36,250		$	5,000			—		$	2,500			—			—			—

Sonia Dulá		$	145,000		$	15,000		$	38,333			—			—		$	3,333			—

Cynthia L. Egan		$	145,000			—			—		$	30,000			—		$	3,333		$	60,000

Curtis Espeland		$	145,000		$	13,333		$	6,667			—			—			—			—

Daniele Ferrari		$	145,000			—		$	3,333		$	6,667			—		$	10,000			—

Sir Robert J. Margetts(b)		$	36,250		$	5,000			—		$	2,500			—			—			—

Jeanne McGovern		$	145,000		$	60,000			—		$	6,667			—			—			—

José Muñoz		$	145,000			—		$	6,667			—			—		$	6,667			—

Wayne A. Reaud(b)		$	36,250			—		$	12,500			—		$	7,500			—			—

David Sewell		$	145,000		$	13,333			—			—			—		$	6,667			—

Jan E. Tighe		$	145,000		$	20,000			—			—			—		$	30,000			—

(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.

(b)

Messrs. Archibald, Burns and Reaud and Sir Robert served until the Company’s 2022 Annual Meeting on March 25, 2022 and their compensation was prorated to reflect service ending on that date.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

PART 3

CORPORATE GOVERNANCE

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to stockholders and to our Company. Key corporate governance highlights include:

	AN INDEPENDENT AND BROADLY-DIVERSE BOARD OF DIRECTORS
	All members of our Board are independent except our CEO
	Five of our 10 director nominees are women (50% gender diversity), two add ethnic diversity, and one, as a retired Vice Admiral of the U.S. Navy, adds diversity as a veteran
	Eight new independent directors (including four women) added to the Board since 2018
	All Board committees are chaired by women and the Board’s Lead Independent Director and Non-Executive Vice Chair is female
	ACCOUNTABILITY TO STOCKHOLDERS
	Majority voting for director nominees in all uncontested elections
	Simple majority stockholder voting requirements
	Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced from 25% in 2020)
	Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
	Robust stock ownership guidelines for directors and executive officers
	Policy prohibiting short sales by directors and executive officers
	PRUDENT AND PROGRESSIVE RISK OVERSIGHT
	Dedicated and 100% independent Sustainability Committee provides Board-level focus and regular and systematic oversight of key ESG-related matters, including sustainability and other corporate social responsibility and governance matters
	Board and committee-focused oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD DIVERSITY

Board composition and director succession is a thoughtful, ongoing process at Huntsman. The Board identifies and evaluates desired director attributes, professional and life experiences, and skill sets in light of the Company’s strategic direction and evolving needs. As part of our Board’s multi-year director succession and refreshment process that began during 2018, we have added eight new independent directors (including four women, two ethnically-diverse directors and, as a retired Vice Admiral of the U.S. Navy, one veteran) to the Board.

Our Board in composed of highly-qualified, diverse leaders from highly relevant industries and markets possessing key expertise, lived experience, and skills, and represents 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.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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 2022, the Board met 14 times, and the non-management directors met in executive session five times. During 2022, 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 the directors on the Board to preside at all meetings of the Board and stockholders. The Chairman 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 put 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 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 to 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 that combines the roles of Chairman of the Board and Chief Executive Officer. The Board further believes that this issue should be reconsidered periodically as part of the succession planning process, and that it is in the best interests of our stockholders for the Board to consider issue each time it appoints a new Chief Executive Officer. Based on these principles, the Board may determine that it is appropriate in the future to separate the roles of Chairman of the Board and Chief Executive Officer.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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 Chairman’s absence. The Board believes that Ms. Egan, elected and acting as Vice Chair, adds incremental and valuable leadership at the Board level Additionally, as the Board’s Lead Independent Director, Ms. Egan efficiently communicates with management on issues relevant to all 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 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 in January 2022, the creation and chartering of the Sustainability Committee in February 2021, 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, provide strong and consistent leadership, and speak with a unified voice for the Company. The Board believes that our current leadership structure efficiently addresses our Company’s present needs and allows the Board to fulfill its fiduciary 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, and facilitates the clear and continued accountability of management.

BOARD INDEPENDENCE

Investors must have confidence that the individual Board members we have identified as independent directors do not have relationships of any sort that impair or compromise 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 some relationship with our Company. To assist in making independence determinations, the Board has adopted criteria that 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.

With the assistance of counsel, the Nominating and Corporate Governance Committee (“Governance Committee”) reviews annually the applicable legal and NYSE standards for director independence, as well as our own independence criteria. Specifically, 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, if any, between each director (and, if applicable, any nominee for director) and any of such director’s family members and our Company, our

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

senior management, or our independent registered public accounting firm. To the extent 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. Regarding Dr. Beckerle, the Governance Committee considered 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 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, Governance and Sustainability committees of the Board discussed below.

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

COMMITTEES OF THE BOARD

The Board has Audit, Compensation, Governance, and Sustainability committees, each consisting of independent directors, structured as follows:

Director

Audit
Committee

Compensation
Committee

Governance
Committee

Sustainability
Committee

Dr. Mary C. Beckerle

Sonia Dulá

Cynthia L. Egan

Curtis E. Espeland

Daniele Ferrari

Peter R. Huntsman

Jeanne McGovern(1)

José Muñoz

David Sewell

Jan E. Tighe

Number of meetings in
2022

Chair

Member

(1)

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.

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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.

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 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 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 Chair of the Committee’s request to answer questions and provide input regarding the performance of our executive

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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.

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
	• Reviews and monitors key public policy trends, issues, and regulatory matters that may affect our business, strategies, and operations.

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.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

BOARD’S ROLE IN RISK OVERSIGHT

It is management’s responsibility to assess and manage the various risks faced by the Company. 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 the Committee establishes a mutual understanding of our Company’s overall appetite for risk and risk philosophy through regular discussions with management. 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 with 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 the Company’s tone and establishing our 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 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, as well as regular and aggregated reports from an interdisciplinary risk management team of experts working within the Company, 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. 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.

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 and preventative controls. Our information security 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 with 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) and International Society of Automation (ISA) 62443 on a periodic basis. We maintain a security compliance program to assess against legal and regulatory frameworks in the countries in which we operate. We are not aware of any material information security breaches in the past three years.

Our Board has delegated the focused 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. 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 both at an operational and an oversight or management level.

The Enterprise Information Security function, led by our Chief Information Security Officer, supports the Audit Committee in the exercise of its 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 across our entire Information Technology and Operational Technology landscape.

CORPORATE RESPONSIBILITY

At Huntsman, corporate responsibility is an integral and integrated 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 to the Governance Committee with respect to our environmental, health and safety compliance programs and performance, and to the Sustainability Committee with respect to sustainability and related corporate social responsibility matters. The Board also discusses on a regular basis our environmental, health and safety compliance programs and performance, as well as various environmental, social and governance (ESG) matters.

SUSTAINABILITY REPORTS

Since 2010, we have published annually a comprehensive sustainability report to document the Company’s progress and performance, and to demonstrate our commitment to corporate responsibility. We prepare our sustainability disclosures in accordance

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

with both the Global Reporting Initiative (GRI) 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 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 2022, we completed an analysis of the Task Force for Climate-Related Disclosures (TCFD) and began making TCFD-specific sustainability disclosures. Starting in 2022, we also began estimating and disclosing our full supply-chain related greenhouse gas emissions (Scope 3).

INNOVATIVE SOLUTIONS FOR A LOW-CARBON ECONOMY

The Company believes moving to a lower-carbon economy will improve the sustainability of both society and the environment. Accordingly, we announced our aspiration to achieve carbon neutrality by 2050. Even before that announcement, we were developing innovative solutions to improve energy efficiency and reduce emissions throughout each of our divisions, including high-performance, energy efficient building insulation, high-purity battery solvents that enable electric vehicles, and light-weight automotive and aerospace components, among others.

Our TEROL® Polyol process recycles the equivalent of 1.5 billion 500 ml plastic bottles

We make insulation from recycled plastic waste to improve energy efficiency in buildings and reduce greenhouse gas emissions. Through a proprietary process, we use the equivalent of over 1.5 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 also 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 gives plastic waste that might otherwise end up in a landfill or the ocean new purpose to save energy and reduce emissions. Demand for insulation that replaces “take, make, dispose” processes with “make, use, return” processes 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 a key role in reducing emissions in the transportation sector and we are at the forefront of expanding critical EV battery technology. We are the only U.S. producer and the largest supplier of ethylene and propylene carbonates used in Lithium-ion (Li-on) batteries in North America and are thus well positioned to grow with the electric vehicle industry.

We are expanding our plant in Conroe, Texas, to produce high-purity ethylene carbonate that Li-ion batteries require to meet the growing demand, especially in the U.S., 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

The transportation industry uses Huntsman’s ARALDITE® products to manufacture airplanes and produce lighter and more fuel-efficient automobiles. Today, we also 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 enable lightweight battery boxes to protect electric batteries from mechanical, thermal and fire damage, fostering 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 but also provide strong, fire-resistant protection that reduces the possibility of a fire in the event of a crash.

SUPPORT OF THE UNITED NATION’S GLOBAL COMPACT

We continue to support 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 sustainability disclosures identify relevant Huntsman policies, procedures, systems, and actions that illustrate our progress.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

HORIZON 2025 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 our directors attended the 2022 annual meeting.

DIRECTOR QUALIFICATION STANDARDS AND DIVERSITY

The 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 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 in providing 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 and lived experience (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 ensure that the Board, as a whole, possesses and manifests the appropriate mix of characteristics, skills and experiences for optimal functioning as an oversight body for our Company and management. 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. For additional information, please see the “Stockholder Proposals and Director Nominations For The 2024 Annual Meeting” section of this Proxy Statement.

Our Bylaws also allow eligible stockholders to nominate a candidate for election to our Board for inclusion in our proxy statement 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 statement 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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

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 2024 Annual Meeting, see “Stockholder Proposals and Director Nominations for the 2024 Annual Meeting.”

STOCKHOLDER COMMUNICATIONS POLICY

Stockholders and other interested parties may communicate directly and confidentially with the Board, the non-management directors, the independent directors or the Lead Independent Director by sending a letter addressed to the intended recipients, c/o Corporate Secretary, Huntsman Corporation, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or by sending an e-mail specifying the intended recipients to CorporateSecretary@huntsman.com. The Corporate Secretary will review such communications and, as 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;

•

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;

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

•

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

•

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

•

accountability for adherence to the code.

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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

PART 4

COMPENSATION DISCUSSION AND ANALYSIS

	WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
	At our 2023 Annual Meeting, our stockholders will again have the opportunity to cast an advisory say-on-pay vote on the compensation paid to our NEOs. We ask that you 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 have continued to hold these advisory votes on executive compensation annually. At our 2023 Annual Meeting, our stockholders will once again have the opportunity to cast an advisory vote on the frequency of future say-on-pay votes, which is required to be given once every six years. Please see “Proposal 3—Advisory Vote to Approve Frequency of Advisory Votes on Named Executive Officer Compensation.”

This Compensation Discussion and Analysis, or CD&A, provides information regarding how we paid the following named executive officers, or our NEOs, for 2022:

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

	Philip M. Lister			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

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

EXECUTIVE SUMMARY

The Compensation Committee believes that the design of our executive compensation program achieves 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 2022.

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

	COMPANY PERFORMANCE HIGHLIGHTS				COMPENSATION STRUCTURE AND OUTCOMES
	2022 was a notable year for our Company marked with significant milestones and strong performance on key financial, strategic, and ESG initiatives, including: • Financial: Delivered $1.15 billion of adjusted EBITDA; exceeded goal for free cash flow; realized significant cost savings through our Optimization Program; and returned approximately $1.2 billion to stockholders through dividends and share repurchases • Total Shareholder Return: Achieved a cumulative TSR of 25.8% for the three-year period ended December 31, 2022, which ranked fourth (in the 66.7th percentile) among our 2020 Performance Peers • Strategic: Announced and closed on the sale of our Textile Effects Division to advance our focus on portfolio enhancement; completed $1 billion in share repurchases, building on the $682 million of share repurchases we completed between 2018 and November 2021; increased the dividend by 13% • ESG: Published our 11th annual sustainability report showcasing disclosures in line with TCFD, SASB and GRI reporting standards and validated by a third party-Limited Assurance; outperformed our process safety goals				The primary objective of our executive compensation program is to align the financial interests of our NEOs with the creation of long-term stockholder value. Key features of the program include: • Annual and long-term incentive plans designed to align executives’ pay with Company performance • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to create a sound compensation governance process and support well-informed decision-making During 2022, 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 2022 annual cash performance award to our NEOs at 120.65% of target incentive based on Company’s performance against preset goals • Approved the payout of performance share units awarded in 2020 at 150% of target, reflecting our TSR performance relative to peers over the 2020-2022 period

OUR RESPONSE TO STOCKHOLDER FEEDBACK

We engage in a continuous dialogue with our stockholders and have made numerous changes over the years in response to stockholder feedback.

In response to stockholder feedback, the Compensation Committee has consistently implemented improvements that further align incentive payouts with the creation of stockholder value. Specifically, the Compensation Committee has gradually increased the weighting of performance share units from 30% of equity-based incentives in 2019, to 40% in 2020, 50% in 2021 and 70% in 2022.

Looking forward into 2023 and taking into account stockholder feedback, the Compensation Committee conducted a comprehensive assessment of our CEO’s compensation. We also took into account (1) our desire for increased emphasis on performance-based

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

compensation (i.e., pay at risk), and (2) our desire to more closely align executive pay in the Company with peer group practices. The Committee noted that Mr. Huntsman’s total target direct compensation is competitively positioned within the Company’s peer group, but concluded that the allocation of compensation components could be better aligned. Following the review, the Committee decided to reallocate Mr. Huntsman’s total target direct compensation for 2023 as follows:

•

Base salary of $1,300,000, a reduction of 24% from 2022;

•

Target annual cash performance award of 140% of base salary; no change in the target percentage from 2022; and

•

Target value of long-term incentives of $9,880,000, a 19% increase from his 2022 award.

This new allocation will result in 90% of Mr. Huntsman’s total target direct compensation being tied to the Company’s performance in 2023. The Compensation Committee believes the new mix among the components of Mr. Huntsman’s total target direct compensation will achieve its core objectives as described above.

VAST MAJORITY OF 2022 NEO PAY REMAINS AT RISK(1)

Refocusing in 2022, 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 2022, 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 2022, on average, was at risk.(2)

(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 2022, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2022. The amounts actually realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 2022 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 67% 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.

The chart below reflects our CEO’s total target direct compensation and realizable pay(1) for 2020, 2021, and 2022. In each of the past three years, there has been a strong positive correlation between the realizable value of our CEO’s compensation and our cumulative TSR.(2)

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

(1)

Realizable pay for each year is defined as the sum of: (1) base salary, (2) annual cash performance award payout, and (3) the value of equity incentive awards granted in that year (i.e., performance share units, restricted stock and the “in the money” value of stock options) calculated using our stock price, in all cases, as of December 30, 2022 (the last trading day of fiscal year 2022).

(2)

Cumulative TSR measured using the closing stock price at the beginning and end of the performance period and slightly differs from cumulative TSR we use to determine RSU payouts since such calculation is measured using a 20-trading day stock price average at the beginning and end of the performance period to smooth out volatility.

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

OBJECTIVES OF HUNTSMAN’S EXECUTIVE COMPENSATION PROGRAM FOR 2022

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

Compensation Feature

Align Pay
With
Performance

Align NEOs’
and
Stockholders’
Interests

Support a
Competitive
Compensation
Structure

Encourage
Long-Term
Focus

Discourage
Excessive
Risk-Taking

Salary

Annual Cash Performance Award

Performance Share Units

Restricted Stock Award

Perquisites, Health & Retirement Benefits and Severance Arrangements

Compensation-related policies:

•

Clawback Policy

•

Stock Ownership Guidelines

•

Insider Trading Policy

HUNTSMAN 2023 PROXY

TABLE OF CONTENTS

	HUNTSMAN CORPORATION: PROXY STATEMENT

ELEMENTS OF HUNTSMAN’S EXECUTIVE COMPENSATION PROGRAM FOR 2022

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

TOTAL DIRECT COMPENSATION

We provide our executive officers with a mix of pay that reflects our belief that executive compensation should be tied to an appropriate balance of both short- and long-term performance. The Compensation Committee strives to align the relative proportion of each element of total direct compensation with the competitive market and our objectives, as well as to preserve the flexibility to respond to the continually changing global environment in which we operate.

While the Compensation Committee reviews the competitiveness of each NEO’s total direct compensation, it does not target specific percentiles among peer companies when setting compensation levels. Rather, the Compensation Committee considers peer group data among several other factors in setting pay levels. Other factors include each executive’s individual performance, level of responsibility, knowledge, tenure, and experience, as well as internal pay equity among executives with similar experience and job responsibilities.

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

Compensation Element