DEF: Huntsman Corporation Calls for Stockholder Vote on Director Elections, Executive Pay, and New Stock Incentive Plan

Huntsman Corporation's proxy statement outlines key proposals for the 2025 Annual Meeting, including director elections, executive compensation approval, and a new stock incentive plan.

Summary

• Huntsman Corporation is holding its 2025 Annual Meeting of Stockholders virtually on April 30, 2025.
• Stockholders will vote on the election of 10 directors, executive compensation, ratification of Deloitte & Touche LLP as the independent accounting firm, and approval of the 2025 Stock Incentive Plan.
• The board recommends voting for all director nominees, the executive compensation proposal, the ratification of the accounting firm, and the approval of the 2025 Stock Incentive Plan.
• In 2024, Huntsman increased its quarterly dividend by 5% and distributed approximately $174 million in dividends.
• The company's adjusted EBITDA was $414 million and free cash flow was $101 million in 2024.
• The Compensation Committee exercised discretion to reduce the payout of the 2024 annual cash performance awards for our CEO and other executive officers to zero, because the Company did not attain threshold goals of adjusted EBITDA and free cash flow.
• The 2022-2024 PSU awards were approved at 65.9% of target, aligning the payout with our TSR performance relative to peers.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While there are positive aspects like increased dividends and strategic initiatives, the failure to meet certain financial goals and the negative TSR performance temper the overall outlook.

Positives

• Huntsman increased its quarterly dividend by 5% in 2024.
• The company completed the separation and acquisition of an MDI and HCL recycle facility from its Shanghai Lianhang Isocyanate Company joint venture in China.
• Huntsman expanded its global business services centers in Southeast Asia, Latin America and Eastern Europe, with approximately 600 associates working at these sites at the end of 2024.
• The company outperformed its target metrics in personal safety and process safety.
• The company published its 2023 corporate sustainability report which includes limited assurance regarding our greenhouse gas emissions and water usage.

Negatives

• The Compensation Committee exercised discretion to reduce the payout of the 2024 annual cash performance awards for our CEO and other executive officers to zero, because the Company did not attain threshold goals of adjusted EBITDA and free cash flow.
• The Company's TSR of -34.1% for the three-year period ended December 31, 2024 ranked eighth (at the 36 th percentile) among the 2022 Performance Peers, resulting in a final payout of 65.9% of the target number of performance share units awarded.

Risks

• The company continued to experience weak global markets in the chemical industry in 2024.
• The document mentions risks related to operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks.

Future Outlook

The document seeks approval of the 2025 Stock Incentive Plan to ensure sufficient shares are available for future grants, which allows the company to provide incentive and reward opportunities to eligible individuals and assists in retaining a competitive edge in today's volatile business environment.

Management Comments

• Peter R. Huntsman, Chairman of the Board, President and Chief Executive Officer, invites stockholders to participate in the affairs of the Company by voting on the business to come before the stockholders at the Annual Meeting.

Industry Context

The document benchmarks executive compensation against a peer group of companies in the chemical industry and general industry, suggesting an awareness of competitive compensation practices.

Comparison to Industry Standards

• The document benchmarks executive compensation against a peer group of 20 companies including Air Products & Chemicals Inc., Ecolab Inc., FMC Corporation, LyondellBasell Industries N.V., and PPG Industries Inc.
• The document also compares Huntsman's performance to other companies in the chemical industry and general industrial companies using data from the Equilar Executive Compensation Survey.

Related Party Transactions

• The document discloses compensation paid to family members of the CEO, Peter R. Huntsman, including his son, Peter Huntsman, Jr., and his son-in-law, John Calder.

Stakeholder Impact

• The document outlines potential impacts on shareholders through dividend increases and the alignment of executive compensation with long-term stockholder value.
• The document outlines potential impacts on employees through the 2025 Stock Incentive Plan.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will file a Registration Statement on Form S-8 with the SEC to register the newly approved shares available for issuance under the 2025 Stock Incentive Plan, if approved.

Key Dates