SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the
Securities Exchange Act of 1934 (Amendment No. )
![[MISSING IMAGE: lg_huntsman-pn.jpg]](/files/DEF 14A/0001104659-23-034590/lg_huntsman-pn.jpg)
20212023 Annual Meeting of Stockholders of Huntsman Corporation (our "Company"(the “Company”), which will be held virtually on Wednesday,Friday, April 28, 2021,21, 2023, at 9:00 a.m., Central Time.year'syear’s Annual Meeting, we will consider the matters described in this Proxy Statement. It is important that you use this opportunity to take part in the affairs of our Company by voting on the business to come before the stockholders at the Annual Meeting.Due to the impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, we adopted a completely for our 2021 Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow stockholders to participate in the Annual Meeting regardless of location. At our virtual Annual Meeting, stockholdersStockholders will be able to attend, vote their shares, and submit questions by visiting www.virtualshareholdermeeting.com/HUN2021. HUN2023. You will not be able to attend the Annual Meeting physically.We are sensitive to the fact that virtual meetings provide a different forum than traditional in-person meetings. As result, we are committed make every effort to ensure that stockholders will be afforded the same rights and opportunities to attend and participate in the Annual Meeting as they would at an in-person meeting. In particular, webelieve the design of our virtual platform will enhance, rather than constrain, stockholder access and participation. For example, our virtual platform will allow stockholders to vote their shares electronically during the live webcast and to submit questions for a live Q&A session that will be held at the end of the Annual Meeting.As with our past physical annual meetings, we are committed to answering stockholders' questions in the order in which they are received, subject to the Rules of Conduct governing the Annual Meeting. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. To avoid repetition, we may group substantially similar questions together and provide a single response.attend and participate in the virtual Annual Meeting, we ask that you vote as soon as possible.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 viathrough the mail, you canmay also vote byvia 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.
PETER R. HUNTSMANChairman of the Board,President and Chief Executive Officer
HUNTSMAN 2021 PROXY
| | | | | Sincerely, | |
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| | | | | PETER R. HUNTSMAN Chairman of the Board, President and Chief Executive Officer | |
represented and your voice is heard. enclosed proxy card. HUNTSMAN PROXY STATEMENT SUMMARY PART 1—INFORMATION ABOUT THE MEETING Questions and Answers About the Annual Meeting and Voting PART 2—BOARD OF DIRECTORS Director Qualification Standards and Diversity Director Nomination Process Stockholder Communications Policy Corporate Governance Guidelines Financial Code of Ethics and Business Conduct Guidelines PART 4—COMPENSATION DISCUSSION AND ANALYSIS Objectives of Elements of How We Determine Executive Compensation Compensation Policies and Practices Accounting and Tax Treatment of the Elements of Compensation Compensation Committee Report PART 5—EXECUTIVE COMPENSATION Grants of Plan-Based Awards in Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Outstanding Equity Awards at Option Exercises and Stock Vested During Pension Benefits in Nonqualified Deferred Compensation in Potential Payments upon Termination or Change of Control Equity Compensation Plan Information Compensation Committee Interlocks and Insider Participation CEO Pay Ratio Fees Billed by Deloitte & Touche LLP and Affiliates Audit Committee Pre-Approval Policies and Procedures Audit Committee Report PART 7—PROPOSALS TO BE VOTED ON AT THE MEETING Proposal 1—Election of Directors Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm Proposal 4—Ratification of the Appointment of Our Independent Registered Public Accounting Firm Stockholder Proposals and Director Nominations for the PART 8—ADDITIONAL INFORMATION Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions CORPORATE GOVERNANCE HIGHLIGHTS Our Board including: process and support well-informed decision-making against preset goals all long-term stockholders. 2019 2020 2021 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 4) 5) 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 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. 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. nominee and follow its procedures for changing your voting instructions. 12. WHAT IF I AM A STOCKHOLDER OF RECORD AND I shareholder ratification of excessive termination pay. Proposals 1, 2, 3, and 6 and will have the same effect as a vote “against” Proposal 5. Nolan D. Archibald Mary C. Beckerle M. Anthony Burns Sonia Dulá(3) Cynthia L. Egan(3) Daniele Ferrari Sir Robert J. Margetts Wayne A. Reaud Jan E. Tighe Nolan D. Archibald Mary C. Beckerle M. Anthony Burns Sonia Dulá Cynthia L. Egan Daniele Ferrari Sir Robert J. Margetts Wayne A. Reaud Jan E. Tighe Board. to ensure that all orders and resolutions of the Board and any of its committees are 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. Nolan D. Archibald Dr. Mary C. Beckerle M. Anthony Burns(1) Sonia Dulá Cynthia L. Egan Daniele Ferrari Peter R. Huntsman Sir Robert J. Margetts(1) Jeanne McGovern(1) Wayne A. Reaud Jan E. Tighe Number of meetings in 2020 Sole responsibility for the appointment, retention and termination of our independent registered public accounting firm Supports the Board in fulfilling its oversight responsibilities relating to senior management and director compensation 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. 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. 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. expertise both at an operational and an oversight or management level. posture across our entire Information Technology and Operational Technology landscape. SUSTAINABILITY REPORTS 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). among others. 60%, these polyols become an essential part of MDI-based polyurethane insulation products. We also use TEROL US-produced Ethylene and Propylene Carbonates are a critical component of EV batteries annually reviews and evaluates its performance, including the overall composition of the Board and the criteria that it uses for selecting nominees. this Proxy Statement. This Compensation Discussion and Analysis, or CD&A, provides information regarding how we paid the following named executive officers, or our NEOs, for including: process and support well-informed decision-making against preset goals all long-term stockholders. 2019 2020 2021 FOR 2022 FOR 2022 A detailed discussion of ” Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers limitation described above. The stockholder value. The Compensation Committee also established threshold, target, and maximum performance goals for each of the financial performance measures relevant to our NEOs Corporate adjusted EBITDA Corporate adjusted free cash flow Corporate DIO Polyurethanes adjusted EBITDA Polyurethanes adjusted free cash flow Polyurethanes DIO Fixed cost corporate shared services Corporate adjusted EBITDA Corporate adjusted free cash flow Corporate DIO Corporate A/R past due Corporate acquisition integration and cost reduction Polyurethanes adjusted EBITDA Polyurethanes adjusted free cash flow Polyurethanes DIO Polyurethanes A/R past due Polyurethanes acquisition integration Fixed cost corporate shared services The following table summarizes the target and maximum annual cash performance award amounts, performance measures and corresponding weightings Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers Corporate adjusted EBITDA Corporate adjusted free cash flow Corporate DIO Corporate A/R past due Corporate acquisition integration and cost reduction Polyurethanes adjusted EBITDA Polyurethanes adjusted free cash flow Polyurethanes DIO Polyurethanes A/R past due Polyurethanes acquisition integration Shared services fixed costs ASTM Level 1 injury rate Process severity index Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers LONG-TERM EQUITY COMPENSATION Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers Performance-Based Awards Granted in performance share units awarded. Based on the result, the Compensation Committee approved the payout of the following number of shares: Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers CONSIDERATION OF PEER COMPENSATION CLAWBACK POLICY COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT Peter R. Huntsman Chairman, President and Chief Executive Officer Sean Douglas Executive Vice President and Chief Financial Officer Anthony P. Hankins(7) Division President, Polyurethanes and CEO—Asia Pacific David M. Stryker Executive Vice President, General Counsel & Secretary R. Wade Rogers Senior Vice President, Global Human Resources and Chief Compliance Officer Personal Use of Auto Use of Company Aircraft(f)(g) Foreign Assignment Costs & Allowances Foreign Assignment Tax Gross-Up Company Contributions 401(k) Plan Match 401(k) Plan Non-discretionary Contribution Supplemental Savings Plan Match Supplemental Savings Plan Non-discretionary Contribution Supplemental Savings Plan Tax Gross-Up Total Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers salary, as well as sports and social club membership fees and an education allowance. Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers Anthony P. Hankins David M. Stryker Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers Peter R. Huntsman Anthony P. Hankins(4) David M. Stryker(5) R. Wade Rogers 2022 2022. Peter R. Huntsman Sean Douglas Anthony P. Hankins David M. Stryker R. Wade Rogers CHANGE-IN-CONTROL us, or if the Executive Severance Plan’s administrator determines the participant has violated any of the restrictive covenants set forth in the Executive Severance Plan. customers covenants that apply during the term of the participant’s employment and for 12 months following termination. Plan, as well as (i) accrued annual base salary, (ii) any earned but unpaid annual bonus, and (iii) any accrued but unused vacation pay through the date of termination (collectively, the “Accrued Obligations”). , and (d) the Accrued Obligations. customers covenants that apply during the term of Mr. Huntsman’s employment and for 12 months following termination. severance plan for Mr. Hankins in the event of a termination without ” INVOLUNTARY TERMINATION WITHOUT REASONABLE CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON Cash Severance Health & Welfare(1) Outplacement Services(2) TOTAL TERMINATION BENEFITS CHANGE OF CONTROL Accelerated Equity Awards INVOLUNTARY TERMINATION WITHOUT REASONABLE CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL Cash Severance Health & Welfare(1) TOTAL TERMINATION BENEFITS Equity compensation plans approved by security holders as of December 31, 2020(2) Equity compensation plans not approved by security holders: identifies (1) the jurisdictions from which those employees were excluded and (2) the approximate number of employees in each jurisdiction. Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total SEC. 2024 Annual Meeting. ” instructions. Broker non-votes, if any, will have no effect on the vote. SHAREHOLDER RATIFICATION OF EXCESSIVE TERMINATION PAY In accordance with applicable proxy regulations, Mr. Ratification of Excessive Termination Pay between 51% and 65% support at: recommends that you vote “AGAINST” Proposal 6. 21, 2023. 5% OR MORE BENEFICIAL OWNERS: Capital World Investors(3) The Vanguard Group, Inc.(4) BlackRock, Inc.(5) DIRECTORS AND NAMED EXECUTIVE OFFICERS: Peter R. Huntsman(6) Nolan D. Archibald(7) Mary C. Beckerle(8) M. Anthony Burns Sonia Dulá Cynthia L. Egan(9) Daniele Ferrari(10) Sir Robert J. Margetts(11) Jeanne McGovern Wayne A. Reaud(12) Jan E. Tighe(13) Sean Douglas(14) Anthony P. Hankins(15) David M. Stryker(16) R. Wade Rogers(17) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (20 persons)(6)(14)(18) HUNTSMAN FAMILY EMPLOYMENT Peter R. Huntsman, Jr.(1) John Calder(2) any time, you no longer wish to participate in householding and would prefer to receive a separate set of the annual report and proxy materials, please notify (i) your broker if your shares of common stock are held in a brokerage account or (ii) the Company if you are a stockholder of record. We 281-719-6000.
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
Virtual Meeting Site: www.virtualshareholdermeeting.com/HUN2023 20212023 Annual Meeting of Stockholders (the "Annual Meeting"(including any postponements, adjournments or continuations thereof, the “Annual Meeting”) for the following purposes:11 nominees named in the accompanying Proxy Statement."NEOs."2021.4.stockholder right to act by written consent, if properly presented at the meeting.5.and at any adjournments or postponements of the Annual Meeting in accordance with our Bylaws. above matters are fully described in the accompanying Proxy Statement which is part of this notice. We have not received notice of any otherprovides detailed information about the matters that mayto be properly presentedconsidered at the Annual Meeting. and 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 or Notice of Internet Availability of Proxy Materials. form. For further information on how to attend and participate in the virtual Annual Meeting, please see "Additional“Additional Details Regarding the Annual Meeting"Meeting” on page 87 of the Proxy Statement.Only stockholdersrecord at the close of business on March 4, 2021 are entitled to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices at 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 for 10 days prior to the Annual Meeting, beginning on April 16, 2021. If you would like to review the stockholder list during ordinary business hours, please contact Huntsman Investor Relations via email at ir@huntsman.com.Even ifwhether you plan to attend and participate in the Annual Meeting, pleasewe hope you read the accompanying Proxy Statement and vote byas 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 via the Internetcard are first being sent to stockholders of record as of February 27, 2023, on or telephone, or ifabout March 20, 2023.received paper copies of the proxy materials by mail, you can alsoto vote via mailTODAY by following the instructions on the proxy card to vote on the Internet, by telephone or voting instructionby completing, signing, dating and returning the proxy card orin the information forwarded byenclosed, 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 bank or other holderas to how to vote your shares.
PROXY CARD.record. Please vote as promptly as possible to ensure that your shares are represented. Even if you have voted your proxy, you may still vote electronically if you attend and participate in the Annual Meeting.![[MISSING IMAGE: sg_davidstryker-bw.jpg]](/files/DEF 14A/0001104659-23-034590/sg_davidstryker-bw.jpg)
David M. StrykerBy Order of the Board of Directors,
David M. StrykerSecretaryThe Woodlands, TexasMarch 18, 2021
Secretary
March 20, 202328, 2021: 21, 2023:The Notice of 20212023 Annual Meeting and Proxy Statement and the 2020 Annual Report2022 Form 10-K are available free of charge at www.proxyvote.com.20212023 PROXY represented.BoardRecommendationVotes Required forApprovalUnvoted Shares(1)Abstentions Board
Recommendation Votes Required for
Approval Unvoted Shares(1) Abstentions PROPOSAL 1 Election of Directors FOR each nominee 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 FORMajority of shares present (in person or represented by proxy) and entitled to voteDo not countCount as a vote againstPROPOSAL 3 Ratification of Independent Registered Public Accounting FirmFOR Majority of shares present (in person or represented by proxy) and entitled to vote on the matter Discretionary voting allowedDo not count Count as a vote against 43(2) Stockholder Proposal Regarding Stockholder Right to Act by Written ConsentNon-Binding Advisory Vote on Preferred Frequency of Compensation Votes AGAINST1 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 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 using any ofby proxy to make sure your shares are represented at the following methods.Annual Meeting. In all cases, have your proxy card in hand and follow the instructions.
Please note that if you hold shares in "street name" (that is, in a brokerage account or through a bank or other nominee), you will need tosimply follow the instructions provided to youset forth on your voting instruction form to vote in advance of the Annual Meeting.2020 Annual Report 20212023 PROXY Page Page 1 8General 87Delivery of Proxy Materials 8Additional Details Regarding the Annual Meeting 87 98 14Director Nominees 1413Director Compensation 25Director Nominees 13 Director Compensation 23 PART 3—CORPORATE GOVERNANCE 27Board Governance 2825 Corporate Governance Highlights 25 Board Governance 26 Board Leadership Structure and Executive Sessions of the Board 28Board Independence 2926 Board Independence 27 Committees of the Board 3129 BoardBoard’s Role in Risk Oversight 34Corporate Responsibility 3532 Corporate Responsibility 32 Director Attendance at the Annual Meeting of Stockholders 3734 3734 3834 3835 3835 4035 41Executive Summary 4237 Executive Summary 38 Compensation Program Highlights 4238 Huntsman'sHuntsman’s Executive Compensation Program 4541 Huntsman'sHuntsman’s Executive Compensation Program 4642 20202022 Executive Compensation Decisions 4844 5649 5952 6053 6053 6154 20202022 Summary Compensation Table 6154 2020 6356 6458 20202022 Fiscal Year-End 6559 2020 6660 2020 6862 2020 7064 7266 7569 7670 7670 Pay versus Performance 72 PART 6—AUDIT COMMITTEE MATTERS 7876 7876 7876 7977 8078 8078 Officer Compensation 8179 8280 81 Proposal 5—Approve the Second Amended and Restated Certificate of Incorporation 82 Proposal 6—Stockholder Proposal Regarding Stockholder Right to Act by Written ConsentShareholder Ratification of Excessive Termination Pay 83 20222024 Annual Meeting 8687 8788 8788 88Notice and Access 8990Other Information Delinquent Section 16(a) Reports 8990 Other Information 91 APPENDIX A—SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION A-1 APPENDIX B—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 20212023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY 20212023 Annual Meeting of Stockholders, including any postponements, adjournments or continuations thereof, (the "Annual Meeting"“Annual Meeting”) of Huntsman Corporation ("Huntsman"(“Huntsman” or our "Company"the “Company”), this summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting."Additional“Additional Details Regarding the Annual Meeting"Meeting” on page 87 of the Proxy Statement. Date and Time Virtual Meeting Site Wednesday, April 28, 20219:00 a.m., Central Time
Virtual Meeting Site 9:00 a.m. Central Time, on
April 21, 2023 www.virtualshareholdermeeting.com/ HUN2021HUN2023 Record Date Common Stock Outstanding as of the Record Date March 4, 2021February 27, 2023 221,647,461183,673,139 ProposalBoard Recommendation 1.Election of 11 director nominees named in the Proxy StatementProposal FOR EACH NOMINEEBoard Recommendation 2. FOR 1 YEAR 20212023 FOR 4. Stockholder FOR stockholder right to act by written consentshareholder ratification of excessive termination pay AGAINST IN 2020The challenges brought onthe COVID-19 pandemic in 2020 were unlike anymaking strategic investments and shareholder-friendly governance enhancements while also returning a substantial amount of capital to our stockholders:recent history. The pandemic significantly impactedcore business, while also stream-lining operations and our shared service platform:economic conditions throughout the United States and the world, including the markets in which we operate. We responded with increased cost control and lower discretionary spending, reducing capital expenditures and suspending share repurchases to preserve our strong balance sheet. We also utilized available assets to produce and donate millions of pounds of hand sanitizer around the world in order to contribute to the global fight against COVID-19. Despite the significant macroeconomic instability, we achieved many successes during 2020, which was marked with significant milestones for our Company.•We completed the saleproduct portfolio of our Chemical IntermediatesPerformance Products business, including catalysts for polyurethane insulation, carbonates for lithium-ion electric vehicle batteries, and Surfactants businesseshigh value performance amines used in the semiconductor industry.Indorama Ventures Holdings L.P.Archroma, a portfolio company of SK Capital, for approximately $2 billion which reduced our upstream footprint and further fortified our investment grade balance sheet. •We acquired Icynene-Lapolla for $350 million, which nearly doubled our existing spray polyurethane foam business. The combined business was rebranded as Huntsman Building Solutions, a global leader in spray polyurethane foam insulation. •We transformed our Advanced Materials business by announcing three separate transactions in 2020, two of which closed during 2020 and the third closed in January 2021. During 2020 we acquired CVC Thermoset Specialties for $300$593 million and soldpension liabilities, further simplifying our India-based do-it-yourself consumer adhesives business for approximately $257 million, plus up to an additional $28 million subject to an 18-month earnout. We also announced in December 2020 the acquisition of Gabriel Performance Products for $250 million, which closed in early 2021. The net impact of all three transactions expanded our core specialty business and improved the geographic balance of the business at an overall attractive net purchase price. •We completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC for approximately $99 million, which included $8 million a 30-month option for the buyer to acquire the remaining 9.7 million ordinary shares held by us. This transaction also allowed us to capture an immediate tax savings of $150 million, securing a total cash benefit of approximately $250 million in 2020.1 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY •announcedmade meaningful enhancements to our governance structures and advanced our sustainability achievements:$120a billion dollars-worth of our stock:of annualized cost and synergy savings including the acceleration of synergy capture related to our newly acquired businesses. •We received six Responsible Care® Certificates for 2019 Health and Safety Performance from the American Chemistry Council and published our 2019 sustainability report. The 2019 sustainability report represents the ninth annual report since launching our corporate sustainability initiative in 2010. •We opened a new TEROL® polyols plantdividends in Taiwan, expanding our downstream polyurethanes capabilities in the Asia-Pacific region. We repurchased 5.4$96 million in early 2020 and paid out approximately $144 million in dividends to our stockholders.COVID-19 STAKEHOLDER RESPONSEHuntsman has always maintained focus on$1 billion over the health and safetycourse of the 2022 year.employees, suppliers, customers and communities. At the onsetshare repurchase program in March 2022 from $1 billion to $2 billion with approximately $900 million remaining of the pandemic, we established an executive task force to closely monitor the evolving situation and implemented appropriate measures to ensure health, safety and business continuity aligned with local and federal recommendations.As manufacturersauthorization as of raw materials in critical applications that address pandemic relief and recovery, the chemical sector was designated as critical infrastructure in many of the worlds' largest economies. Many of our manufacturing facilities remained in operation throughout the pandemic, although often with only essential employees. As a critical business, our manufacturing operations quickly adjusted to the demands of the new environment and began producing hand sanitizer and other critically-need products. We donated our products and expertise to support those on the front lines of this pandemic, while also taking steps to minimize impact on our operations in support of our customers and the global industries they represent.Employee Safety Actions•We adopted frequent and focused communications to our employees regarding hygiene, social distancing and other best practices. •We implemented remote working arrangements for employees whose roles enabled them to do so. For those who could not work remotely, we designed safeguards at our workplaces, including:-restricted access to our sites through visitor screenings; -social distancing, touch-free access and other preventative workplace measures to reduce transmission; -deep cleaning and disinfection at our sites. •We eliminated noncritical business travel.Business Continuity and Essential Products•We launched production of hand sanitizer at three of our global locations, including Montney, Switzerland, McIntosh, Alabama and Melbourne, Australia. •We maintained production of thermoplastic polyurethane (TPU) elastomers, which is a key ingredient in the manufacture of essential medical personal protective equipment. •We ramped up production of our Textile Effect products required for productions of surgical face masks.Global Philanthropic Efforts
January 2023.•In March and April 2020, we donated millions of pounds of hand sanitizer to local healthcare facilities to contribute to the global fight against COVID-19. •In February 2020, we donated RMB1 million (US$143,000) worth of raw materials used to manufacture prefabricated panels needed for construction of hospitals and spandex needed for the production of medical protective articles. 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 60 2005 Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation (our “CEO”) N/A Mary C. Beckerle 68 2011 Chief Executive Officer of University of Utah Huntsman Cancer Institute ![[MISSING IMAGE: ic_checkma-pn.gif]](/files/DEF 14A/0001104659-23-034590/ic_checkma-pn.gif)
Governance, Sustainability Sonia Dulá 62 2020 Former Vice Chairman of Bank of America, Latin America Compensation (Chair), Audit Cynthia L. Egan 67 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 58 2022 Former Executive Vice President of Eastman Chemical Company Audit, Compensation 2 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY We will continue to monitor the latest updates about the global COVID-19 pandemic and will take necessary actions to safeguard the health of our employees. We are proud of what Huntsman has delivered to date and are confident that we will continue to rise to the challenges ahead.DIRECTOR NOMINEES (PROPOSAL 1)The following table provides summary information about each director nominee. We ask you to vote "FOR" each of our director nominees. Nominee Age Director
Since Principal Occupation Independent Committees Daniele Ferrari 61 2018 Senior Advisor at SK Capital Partners Governance, Sustainability José Muñoz 57 2022 Global Chief Operating Officer of Hyundai Motor Company Compensation, Sustainability Jeanne McGovern 64 2021 Retired Partner, Deloitte & Touche LLP Audit (Chair), Governance David B. Sewell 54 2022 Chief Executive Officer of WestRock Company Audit, Sustainability Jan E. Tighe 60 2019 Retired Vice Admiral of the U.S. Navy Sustainability (Chair), Audit Nominee Age Director
Since Principal Occupation Committees Peter R. Huntsman 58 2005 Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation (our "CEO") Litigation Nolan D. Archibald 77 2005 Former Executive Chairman of Stanley Black & Decker Compensation, Governance Mary C. Beckerle 66 2011 Chief Executive Officer of Huntsman Cancer Institute at the University of Utah Audit, Governance M. Anthony Burns 78 2010 Chairman Emeritus of Ryder System, Inc. Audit, Governance Sonia Dulá 60 2020 Former Vice Chairman of Bank of America, Latin America Audit, Sustainability Cynthia L. Egan 65 2020 Former President of Retirement Plan Services of T. Rowe Price Group Governance, Sustainability Daniele Ferrari 59 2018 Former Chief Executive Officer of Versalis S.p.A. Compensation, Sustainability Sir Robert J. Margetts 74 2010 Former Deputy Chairman, OJSC Uralkali Audit, Governance Jeanne McGovern 62 2021 Retired Partner, Deloitte & Touche LLP Audit Wayne A. Reaud 73 2005 Trial Lawyer Compensation, Litigation Jan E. Tighe 58 2019 Retired Vice Admiral of the U.S. Navy Audit, Sustainability 3|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT SUMMARYthe fulfillment of its fiduciary duties to you as the stockholders and toof our Company. Key corporate governance highlights include: AN INDEPENDENT AND BROADLY-DIVERSE BOARD OF DIRECTORS ROBUST INDEPENDENCE AND THOUGHTFUL BOARD RENEWAL
All members of our Board are independent except our CEO are independent
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Five of our 11 directors (or 45.5%)10 director nominees are women (50% gender diversity), two add genderethnic diversity, and one, directoras a retired Vice Admiral of the U.S. Navy, adds ethnic diversity as a veteran
ü FiveEight new independent directors (including four women) added to the Board since 2018
ü OngoingAll Board refreshment effort, ledcommittees are chaired by women and the Board’s Lead Independent Director and Non-Executive Vice Chair of our Governance Committee, Nolan D. Archibaldis female
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ACCOUNTABILITY TO STOCKHOLDERS
Majority voting for director nominees in all uncontested elections
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Simple majority stockholder voting requirements
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Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%) in 2020)
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Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
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Robust stock ownership guidelines for directors and executive officers
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Policy prohibiting short sales by directors and executive officers
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PRUDENT AND PROGRESSIVE RISK OVERSIGHT
Newly-formedDedicated and 100% independent Sustainability Committee withprovides Board-level focus and regular and systematic oversight overof key ESG-related matters, including sustainability and other related corporate social responsibility and governance matters
ü
Board and committeecommittee-focused oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risksü BOARD ADOPTED LOWER SPECIAL MEETING THRESHOLDOn October 28, 2020, our Board approved an amendment to our Bylaws that lowered the ownership threshold to call a Special Meeting of Stockholders to 15% of outstanding shares of capital stock.Our Bylaws previously contained a 25% ownership threshold for requesting a special meeting of stockholders. As part of our regular ongoing review of our corporate governance practices, our Board carefully considered evolving governance practices, as well as our investor feedback and previous stockholder votes on the action to adopt stockholders' right to act by written consent. As the result of this considerate process, our Board believed that a 15% threshold more appropriately struck a balance between enhancing stockholder access and minimizing the potential harms associated with allowing a small number of stockholders to call special meetings.BOARD APPROVED FORMATION OF SUSTAINABILITY COMMITTEEOn February 16, 2021, the Board approved the formation of a Sustainability Committee of the Board to provide more focused support and oversight of our sustainability and other related corporate social responsibility and governance matters, as those matters have required increased focus and Board attention in recent years. Dr. Jan E. Tighe, Daniele Ferrari, Sonia Dulá, and Cynthia L. Egan were appointed to serve as the initial members of the Sustainability Committee, with Dr. Tighe serving as the Chair. Please see "Corporate Governance—Committees of the Board—Sustainability Committee" for additional information.DirectorHuntsman Corporation. OurHuntsman. The Board identifies and evaluates desired director attributes, professional and life experiences, and skill sets in light of our strategythe Company’s strategic direction and evolving needs. As a part of the BoardBoard’s multi-year director succession and refreshment process led by Nolan D. Archibald, the Chair of our Governance Committee,that began during 2018, we have added fiveeight new independent directors (including four women, two ethnically-diverse directors and, an ethnically-diverse director)as a retired Vice Admiral of the U.S. Navy, one veteran) to the Board since 2018.4|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT SUMMARYconsistsis composed of ahighly-qualified, diverse leaders from highly qualified, diverse group of leaders in their respective fieldsrelevant industries and is representative ofmarkets 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 1110 director nominees.
EXECUTIVE COMPENSATION (PROPOSAL 2)WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSALAt our 2021 Annual Meeting, our stockholders will again have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our named executive officers. We ask you to vote "FOR" to approve our named executive officer compensation. Please see "Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation." Please also read our "Compensation Discussion and Analysis" beginning on page 41 for more information regarding our executive compensation program in 2020.5|HUNTSMAN 2021 PROXY3 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL andachieves the Committee's decisions and outcomes in 2020, achieve itsCommittee’s primary objective of aligning the financial interests of our NEOs with the creation of long-term stockholder value. COMPANY PERFORMANCE HIGHLIGHTS COMPENSATION STRUCTURE AND OUTCOMES Despitechallenging operating environment driven by the COVID-19 pandemic, we deliverednotable year for our Company marked with significant milestones and strong performance on key financial, strategic, and ESG initiatives, in 2020; highlights include:Exceeded goalsDelivered $1.15 billion of adjusted EBITDA(1); exceeded goal for Adjusted EBITDA, Adjusted Free Cash Flow and other corporate objectives;free cash flow(2); realized significant cost-savings including the acceleration of synergy capture of newly acquired businesses; completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC;cost savings through our Optimization Program; and returned approximately $240 million$1.2 billion to stockholders through dividends and share repurchasesStrategic: CompletedChemical IntermediatesTextile 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 Surfactants businesses; nearly doubledNovember 2021; increased the dividend by 13%spray polyurethane foam business through acquisition; transformed our Advanced Materials business by announcing three separate transactions in 2020; and opened a new TEROL® polyols plant in Taiwan•ESG: Received six Responsible Care® Certificates for Health and Safety Performance; published our11th annual sustainability report;report showcasing disclosures in line with TCFD, SASB and added two highly qualifiedGRI reporting standards and diverse directors tovalidated by a third party-Limited Assurance; outperformed our Board. executives'executives’ pay with Company performanceA robust process against a peer group in which Huntsman is positioned near the mediansupport well-informed decisions andcreate a sound compensation governance process.2020,2022, the Compensation Committee and management team focused on responding appropriately to the continued business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included:Adjusted the performance goals for theawards that were originally approved in February, but ceasedaward to provide effective incentives following the impactour NEOs at 120.65% of the COVID-19 pandemic-Without such mid-year adjustment, we estimate payouts of the 2020 cashtarget incentive based on Company’s performance awards would have been approximately 40% higher for most of our NEOsImplemented a corresponding reduction in the payout opportunity, capping annual cash performance awards at 50% of executives' individual incentive targets•20182020 at 68.8%150% of target, reflecting our TSR performance relative to peers over the 2018-2020 period.For 2021 long-term equity-based compensation to our NEOs, the Compensation Committee increased the weighting of performance share units to 50% and eliminated awards of stock options. 5 HUNTSMAN 2023 PROXY IMPACTCOVID-19 PANDEMIC ON COMPENSATIONWhile 2020 was uniquely challenging, the Compensation Committee and management team focused on responding appropriately to the business impacts of the pandemic while maintaining our philosophy of pay-for-performance in the midst of significant challenges.We Froze Base Salaries. In response to the unprecedented challenges brought on by COVID-19, management recommended, and the Compensation Committee agreed, to suspend merit and general wage increases that would have customarily occurred at the end of the first quarter 2020 for all employees. As a result, the base salaries of our NEOs remain unchanged from 2019 levels. Mr. Huntsman's base salary has not increased since 2015.We Reduced Target Payouts for 2020 Annual Cash Performance Awards. The Compensation Committee originally approved the design of our annual cash performance award in February 2020, before the onset of the COVID-19 global6|HUNTSMAN 2021 PROXY
CONTENTS HUNTSMAN CORPORATION: PROXY STATEMENT SUMMARY pandemic. lightDecember 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 unprecedented impacttargets presented at our Company’s Investor Day in November 2021 (and described below) with the specific intention of COVID-19 onaligning the global economy and therefore on our business, the initial performance measures and goals approved by the Compensation Committee no longer reflected our business environment, and therefore ceased to provide effective incentives to our NEOs.After COVID-19 started to impact our business, the Compensation Committee began discussions on how to continue to provide an effective incentive for performance considering the new business environment. In July 2020, after consultation with Meridian (our independent compensation consultant), the Compensation Committee re-visited and re-established the designinterests of our annual cash performance award as described in "Compensation Discussionofficers and Analysis—2020 Executive Compensation Decision Decisions—2020 Annual Cash Performance Award" below.In recognitionother senior level employees with those of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.STOCKHOLDER ENGAGEMENT AND RELATED CHANGES TO OUR COMPENSATION PROGRAM2020 Annual Meeting, our2022 annual meeting, the say-on-pay proposal received the support of 79%approximately 85% of the votes cast, which represented an improvement from 72% support in 2019 but was significantly lower than the 91% received in 2018. In response to the advisory say-on-pay results in 2019stockholders casting their votes. Both looking forward and 2020, we engaged a number of our stockholders to discuss topics relevant to our compensation practices. In determining executive compensation,back, the Compensation Committee carefully consideredconsiders the say-on-pay results and the stockholder feedback we received.As a partreceived in determining executive compensation.ongoing review ofstockholder 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,program. While our executive compensation programs are designed to promote a long-term connection between pay and performance, the Compensation Committee placed additional emphasisBoard recognizes that executive compensation disclosures are made annually and holding an annual advisory vote on tyingexecutive compensation provides regular and clear feedback on our compensation disclosures on the numbersame cycle.shares awarded to Company performance. In each ofadvisory votes on the last two years, the Compensation Committee incrementally increased the weighting of performance share units (from 30%compensation of our long-term equity-based compensation in 2019 to 50% in 2021). Additionally, we eliminated awards of stock options to our NEOs in 2021, resulting innamed executive officers using the current award mix of 50% performance share units and 50% restricted stock. The following table illustrates the evolution of our long-term equity-based compensation in the last three years.Fiscal Year Performance
Share Units Stock
Options Restricted
Stock 30 % 30 % 40 % 40 % 20 % 40 % 50 % 0 % 50 % The Compensation Committee believes the enhanced mix of long-term equity-based incentives increases the emphasis on performance by further linking payouts to achievement of relative three-year TSR. Performance Share Units also better align NEO compensation with appreciation of our stock price over the long-term. Overall, we believe our compensation programs remain effective in implementing our primary compensation objectives.3)"FOR"“FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER RIGHT2023 using the enclosed proxy card.ACT BY WRITTEN CONSENTAMENDED AND RESTATED CERTIFICATION OF INCORPORATION (PROPOSAL 4)"AGAINST"“FOR” the Second Amended and Restated Certificate of Incorporation to reflect changes in Delaware law regarding officer exculpation using the enclosed proxy card.action by written consent.shareholder ratification of excessive termination pay using the enclosed proxy card. Please see page 84 for our Board of Directors'Board’s Statement in Opposition.7|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT HUNTSMAN CORPORATION PROXY STATEMENT 6 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT PART 1 PART 1INFORMATION ABOUT THE MEETING INFORMATION ABOUT THE MEETING its Board of Directors (the "Board").the Board. The proxies are to be voted at our 2021the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday,Friday, April 28, 2021,21, 2023, at 9:00 a.m. Central Time. Due toTime by virtual meeting at ww.virtualshareholdermeeting.com/HUN2023 for the impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, we adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participatepurposes set forth in the accompanying Notice of Annual Meeting regardless of location. Meeting. You will not be able to attend the Annual Meeting physically. the Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and any additional information furnished by us to our stockholders. In addition to solicitation by mail, certain of our directors, officers and employees may, without extra compensation, solicit proxies by telephone, facsimile, electronic means and personal interview. We have retained Innisfree M&A Incorporated to help us distribute and solicit proxies and agreed to pay them $17,500 and reimbursementreimburse 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.Beginning on March 18, 2021, we mailed a Notice of Internet Availability to our stockholders of record and beneficial owners who owned shares of our common stock at the close of business on March 4, 2021. The Notice of Internet Availability contained instructions on how to access the proxy materials and vote online. We have made these proxy materials available to you over the Internet or, upon your request, have delivered paper versions of these materials to you by mail, in connection with the solicitation of proxies by our Board for the Annual Meeting.Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it. we adopted a completely virtual format for 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 atas of the close of business on March 4, 2021February 27, 2023 (the record date for the Annual Meeting), should log in to the live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/HUN2021HUN2023.yourthe 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability.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.8|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTor Notice of Internet Availability of that legal entity in order to attend and participate in the virtual Annual Meeting.allowed, including audio and video recording.allowed. If you are not a stockholder at the close of business on March 4, 2021February 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.meetings. As result, wemeetings and are committed make every effort to ensureensuring that stockholders will be afforded the same rights and opportunities to attend and participate in theour virtual Annual Meeting as they would at an in-person meeting. In particular, we believe the design of our virtual platform will enhance,enhances, rather than constrain,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. for the Annual Meeting who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/HUN2021HUN2023 will have an opportunity to submit questions via the Internet during the meeting. As with our past physical annual meetings, weWe are committed to answering stockholders'stockholders’ questions in the order in which they are received, subject to the Rules of Conduct governing the Annual Meeting.Meeting, just as we have been at our past in-person meetings. We reserve the right to edit profanity or other 7 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT companyCompany business. To avoid repetition, we may group substantially similar questions together and provide a single response. for the Annual Meeting who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/HUN2021HUN2023 will have an opportunity to vote their shares electronically at the virtual Annual Meeting even if they have previously submitted their votes. any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be available at www.virtualshareholdermeeting.com/HUN2021HUN2023.28, 2021,21, 2023, the day of the Annual Meeting, so we may address any technical difficulties before the live audio webcast begins. (1)election2024 Annual Meeting of the 11 director nominees named in this Proxy Statement; (2)Stockholders (the “2024 Annual Meeting”) or her/his earlier resignation, removal or death.vote to approvebasis, the compensation of our named executive officers, also referred to herein asor “NEOs.”"NEOs;" (3)named executive officers, or “NEOs.”ratificationappointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021; (4) if2023.proposal regarding stockholder right to act by written consent; and (5) the considerationshareholder ratification of anyexcessive termination pay.mattersbusiness as may properly presented atcome before the Annual Meeting in accordance with our Sixth Amended and Restated Bylaws of Huntsman Corporation dated June 16, 2020, as amended (our "Bylaws"“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.Contentsthe 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.8 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2. WHY IS THE COMPANY USING A COMPLETELY VIRTUAL FORMAT FOR THE ANNUAL MEETING THIS YEAR?Due to the impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, we adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow stockholders to participate in the Annual Meeting regardless of location.and (3) the 2020 Annual Report. If you requested a paper copy of these materials by mail, the proxy materials also include2022 Form 10-K; and (4) a proxy card or a voting instruction card for the Annual Meeting.2020 Annual Report2022 Form 10-K for financial and other information about our operations. The 2020 Annual Report2022 Form 10-K is not incorporated by reference into this Proxy Statement and is not deemed to be a part hereof."CEO,"“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 cardcards solicited by our Board.U.S. Securities and Exchange Commission (the "SEC")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. Notice of Internet Availability, proxy card or voting instruction card (as applicable) contains instructions on how to:record dateRecord Date for the Annual Meeting is March 4, 2021.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 dateRecord Date are entitled to:and any adjournments or postponements in accordance with our Bylaws.March 4, 2021,February 27, 2023, there were 221,647,461183,673,138 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.aton the close of business on March 4, 2021,Record Date or their duly appointed proxies may attend the Annual Meeting, and any adjournments or postponements thereof, as may our invited guests. To join the live webcast and participate in the virtual Annual Meeting (e.g., submit questions and/or vote your shares), you will need yourthe 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability.form. Online10|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTMarch 4, 2021February 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. 9 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 110,823,73191,836,570 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."street name"“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.shares, the "stockholder of record." with respect to those shares, the beneficial owner of shares held in "street“street name” with respect to those shares. If you are a street name" and the Notice of Internet Availability or stockholder, you will be forwarded proxy materials are being forwarded to you by your broker, bank, or other nominee, which is considered the stockholder of record with respect to those shares, the stockholder of record.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 instructionsinstruction 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“If I am a street name holder,stockholder, will my shares be voted if I do not provide my proxy?"instructions?” as described in Question 13 below.electronicallyin 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:card or Notice of Internet Availability.card. Please have your proxy card or Notice of Internet Availability in hand when you log onto the website. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on April 27, 2021. card or Notice of Internet Availability.card. Please have your proxy card or Notice of Internet Availability in hand when you call. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Time, on April 27, 2021. formform.Notice of Internet Availability.11|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTEven if you plan to attend the Annual Meeting, we recommend you also submit your proxy so that your vote will count if you are unable to attend the meeting. Submitting your proxy via Internet, telephone or mail does not affect your ability to vote electronically at the Annual Meeting.DON'TDON’T SPECIFY A CHOICE FOR A MATTER WHEN RETURNING MY PROXY?any contrary voting instructions,how your shares should be voted and do not revoke your proxy, your shares will be voted as follows: 11 director nominees named in this Proxy Statement; 10 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2021;2023;the stockholder right to act by written consent.meeting,Annual Meeting, your shares will be voted at the discretion of the holders of the proxy.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.("NYSE"(“NYSE”) rules to cast votes on certain "routine"“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“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“broker non-vote." The election of directors, the advisory vote to approve NEO compensation” Proposals 1, 2, 3, 5 and the stockholder proposal regarding stockholder right to act by written consent6 are not considered routine matters. Therefore, if you are a street name stockholder and do not provide voting instructions to your broker with respect to these matters, it will result in a broker non-vote with respect to such proposals. Broker non-votes, if any, will have no effect on the outcome of these proposals. Proposal Vote RequiredBroker DiscretionaryVote Allowed Vote Required Broker Discretionary
Vote Allowed 1110 director nominees Majority of the votes cast No (2) Majority of shares present (in person or represented by proxy) and entitled to vote on the matter No No 20212023 Majority of shares present (in person or represented by proxy) and entitled to vote on the matter Yes (4) Stockholder Majority of shares issued and outstanding No stockholder right to act by written consentshareholder ratification of excessive termination pay Majority of shares present (in person or represented by proxy) and entitled to vote on the matter No No 11 HUNTSMAN 2023 PROXY 12|HUNTSMAN 2021 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Meeting.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.Internet prior to 11:59 p.m. Eastern Time on April 27, 2021; card, as outlined in the Notice of Internet Availability; on or before April 27, 2021,the Annual Meeting, by mail to Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com; orelectronicallyin person (merely attending the Annual Meeting will not revoke a prior submitted proxy).17. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OR MORE THAN ONE SET OF PROXY MATERIALS?It means that you have multiple accounts with our transfer agent, Computershare, and/or brokers, banks or other nominees. Please vote all of your shares. We recommend that you contact Computershare and/or your broker, bank or other nominee (as applicable) to consolidate as many accounts as possible under the same name and address. If you have multiple accounts with Computershare that you want to consolidate, please submit your request by mail to Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000, or by telephone at 1-866-210-6997. Computershare may also be reached through its website at www.computershare.com.13|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT 12 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT our 11the Board’s 10 nominees to be elected as directors at this year'syear’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]](/files/DEF 14A/0001104659-23-034590/ph_peterhuntsman-4clr.jpg)
Chief Executive Officer,
Huntsman PETER R. 13 HUNTSMAN 2023 PROXY 
Peter R. Huntsman, 58, has served as a senior executive and a director of the Company and various of its affiliates since 1994. He presently serves as the Company's President and Chief Executive Officer and, additionally, as Chairman of the Board, a position he has held since January 2018. Mr. Huntsman sits on the Board's Litigation and Public Policy Committee.Mr. Huntsman began his career at the Company's Olympus Oil subsidiary in 1983 and, starting in 1987, took on a series of general management positions with various operating subsidiaries, each with increasing scope and responsibility, before being appointed President and Chief Operating Officer in 1994. He was appointed Chief Executive Officer in 2000. In addition to serving on the Company's Board, he also serves as a director and a member of the Audit Committee of Venator Materials PLC, a publicly-traded global pigments company headquartered in the UK, which separated from the Company in 2017.Mr. Huntsman has developed broad and deep experience across the many facets of the global chemical industry while serving in both operational and executive leadership positions in the United States and abroad. He has built valuable and enduring relationships with customers, suppliers, labor unions, political leaders, NGO's and the communities in which the Company operates around the world. He is widely recognized as a leader by his peers and was recently elected Vice Chairman of the Board of Directors of the American Chemistry Council, the chemical industry's principle trade, education, and advocacy association representing more than $550 billion in enterprise value, where he also sits on the Executive Committee. He will begin serving a one-year term as ACC's Chairman of the Board in 2022.Supporting the communities in which Huntsman operates through charitable giving and civic engagement has been an important element of the Company's culture since it was founded 50 years ago. Mr. Huntsman is the Chairman and CEO of the Huntsman Cancer Foundation, which raises funds to support the ongoing research, treatment, and educational programs of the world-renowned Huntsman Cancer Institute. He is also CEO of the Huntsman Foundation, which recently committed $150 million to the University of Utah to establish the Huntsman Mental Health Institute with the express expectation that the Institute will become a nationally-recognized leader in mental health research, care, education and community outreach. Mr. Huntsman also serves on various oversight boards and leadership councils of several academic, health and hospital services, and charitable institutions, including the Board of Overseers of the Wharton School of Business at the University of Pennsylvania; the Memorial Hermann Health Systems Board of Directors; the Board of Directors for the Cynthia Woods Mitchell Pavilion; and the Board of Advisors for Interfaith of The Woodlands. He also contributes to a number of domestic and international humanitarian projects funded by the Huntsman family and other Huntsman family companies.The Board has concluded that Mr. Huntsman should continue to serve as Chairman of the Board and a director for the following reasons among others. His demonstrated competence in managing through the strategic, operational, financial, regulatory, and governance challenges facing the Company brings invaluable insight to the Board in the ordinary course. His global experience and diverse expertise, developed while serving in a wide variety of functional and executive management positions, likewise ensure that the exercise of the Board's oversight responsibility at the highest levels is well supported. Finally, his engagement and widely-recognized stature in the industry globally ensure that the Company's views and interests are well-represented on issues of critical importance at every level.14|HUNTSMAN 2021 PROXY
TABLE OF CONTENTS HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: ph_cynthiaegan-4clr.jpg]](/files/DEF 14A/0001104659-23-034590/ph_cynthiaegan-4clr.jpg)
and Non-Executive Vice Chair NOLAN D. ARCHIBALD 14 HUNTSMAN 2023 PROXY 
Nolan D. Archibald, 77, has been a director of the Company since March 2005 and currently serves as Vice Chairman of the Board and Lead Independent Director. Mr. Archibald also serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee.Mr. Archibald was the Chairman and Chief Executive Officer of Black & Decker Corporation from 1987 to 2010. During that time, he led a transformation of Black & Decker into one of the most innovative product companies in the United States, driving significant growth through new products and consistently ranking among the top recipient of patents granted by the U.S. Patent and Trademark Office. He led the relaunch of the DeWalt brand in 1992 and built what became the world's largest professional power tools brand. In 2010, Mr. Archibald co-engineered the merger of Black & Decker with Stanley Works, a combination that significantly increased stockholder value, and served as Executive Chairman of the Board of the combined company. He also chaired the Cost Synergy Committee that drove further stock price appreciation through significant cost reductions. Mr. Archibald has been cited by Business Week as one of the top six managers in the United States and Fortune Magazine as one of the country's "Ten Most Wanted" executives.Mr. Archibald has extensive experience serving as a director on the Board of Directors of other large public companies in a variety of industries. These include Lockheed Martin Corporation where he chaired the Nominating and Corporate Governance Committee and served as Lead Independent Director through 2018, Brunswick Corporation, where he sat on the Executive Committee and chaired the Finance Committee through 2018, and ITT Corporation.The Board has concluded that Mr. Archibald should continue to serve as Vice Chairman of the Board and Lead Independent Director for the following reasons among others. His extensive executive level management experience, his success at Black & Decker and, after the merger, Stanley Black & Decker, and his service on the Boards of ITT, Brunswick, and Lockheed Martin, where he was Lead Independent Director, bring a wealth of knowledge and expertise to the Board in the ordinary course. He provides the Board significant CEO-level leadership experience and demonstrated competencies in product innovation, retail and other consumer branding, marketing, and strategic planning, all of which are significant as Huntsman continues to shift its portfolio further downstream into markets closer to the consumer and driven by innovation. Most recently, he has been providing significant leadership and guidance to Executive Management and Divisional management in the Polyurethanes Division as it continues to expand the recently acquired and industry-leading spray polyurethane foam insulation businesses operating under the Huntsman Building Solutions brand through innovative go-forward branding and globalization strategies.Working with the Chairman of the Board, Mr. Archibald, as Chair of the Nominating and Corporate Governance Committee, has been instrumental in bringing unique talents and diverse perspectives, to the Board over the past three years. The Company has added five new independent directors to date, including four women, all of whom bring new capabilities to the Board. Mr. Archibald's continued and direct involvement with the onboarding and integration of these new directors, as well as his engagement with the Board in the exercise of its oversight responsibilities in the ordinary course, provides continuity and stability during this important period.15|HUNTSMAN 2021 PROXY
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Huntsman Cancer Institute DR. MARY C. BECKERLE 15 HUNTSMAN 2023 PROXY 
Dr. Mary Beckerle, 66, has served as a director since May 2011 and sits on both the Audit Committee and the Nominating and Corporate Governance Committee. She is an internationally recognized academic and research scientist who has served as Chief Executive Officer of the Huntsman Cancer Institute at the University of Utah since 2006. She joined the faculty at the University of Utah in 1986 and is a Distinguished Professor of Biology and Oncological Sciences and the Associate Vice President for Cancer Affairs.Dr. Beckerle has served on the Advisory Committee to the Director of the National Institute of Health, on the Board of Directors of the American Association for Cancer Research, as the President of the American Society for Cell Biology, and as the Chair of the American Cancer Society Council for Extramural Grants. She currently serves on several scientific advisory boards, including the Medical Advisory Board of the Howard Hughes Medical Institute, the Board of Scientific Advisors of the National Cancer Institute (USA) and the External Advisory Board of the Dana Farber/Harvard Cancer Center. She is also a member of the Cancer Policy and Advisory boards at Duke University, Georgetown University, University of Pennsylvania, and the National Center for Biological Sciences in Bangalore (India).Dr. Beckerle held a Guggenheim Fellowship at the Curie Institute in Paris in 1999 and is an elected Fellow of the American Academy of Arts and Sciences and the American Philosophical Society. She received the Utah Governor's Medal for Science and Technology in 2001, the Sword of Hope Award from the American Cancer Society in 2004, and the Alfred G. Knudson Award in Cancer Genetics from the National Cancer Institute in 2018.In addition to serving on the Company's Board, Dr. Beckerle has been a director of Johnson & Johnson since 2015. J&J is a U.S.-based multinational engaged in the manufacture and marketing of medical devices, pharmaceuticals and consumer-packaged goods and one of the ten largest publicly-traded companies in the United States measured by market capitalization. Dr. Beckerle chairs J&J's Science, Technology and Sustainability Committee and also serves on the Regulatory Compliance Committee. She has been named as a National Association of Corporate Directors Directorship 100 awardee, which recognizes leading corporate directors and others who significantly impact boardroom practices and performance.The Board has concluded that Dr. Beckerle should continue to serve as a director for the following reasons among others. Her deep knowledge of chemical and other sciences utilized in the field of cancer treatment and research, her familiarity with regulatory affairs and compliance oversight associated with chemicals, pharmaceuticals, and medical devices, and her executive management experience at the Huntsman Cancer Institute enable her to provide valuable insight and guidance to the Board in all these areas. This experience and expertise likewise enhance her value to the Audit Committee, which exercises oversight responsibility for enterprise risk assessment and material risk mitigation, key areas of focus for the Committee and the chemical industry more generally.Her tenure as the CEO of the Huntsman Cancer Institute, an NIH-designated Comprehensive Cancer Center (which puts HCI in the top 4% of more than 1,500 cancer centers nationwide) enables her to contribute extensive management skills and broad experience in both operational and strategic areas relevant to the Company's operations. Likewise, Dr. Beckerle's service on the board of Johnson & Johnson, which is widely recognized as a leader in corporate governance best practices, including her leadership of J&J's Science, Technology and Sustainability Committee, enables her to bring a unique and valuable perspective to her service on the Company's Board and its committees.16|HUNTSMAN 2021 PROXY
TABLE OF CONTENTS HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: ph_soniadula-4clr.jpg]](/files/DEF 14A/0001104659-23-034590/ph_soniadula-4clr.jpg)
M. ANTHONY BURNS 16 HUNTSMAN 2023 PROXY 
M. Anthony Burns, 78, has been a director of the Company and the Chair of the Audit Committee since 2010, during which time he helped oversee the transformation of the Company's balance sheet and improvement of its credit rating to investment grade. Mr. Burns also sits on the Board's Nominating and Corporate Governance Committee.Mr. Burns served as Chairman of the Board, CEO, President and COO of Ryder System, Inc., a multi-billion dollar publicly-traded transportation and logistics services company, between 1979 and 2002, and since 2002 he has been Chairman Emeritus. He was a three-time recipient of Financial World magazine's CEO of the Year Award during his tenure at Ryder and was named "CEO of the Decade" in the Transportation, Freight & Leasing sector. Before joining Ryder, Mr. Burns held several senior financial management positions at Mobil Oil Corporation.Mr. Burns has also acquired extensive public company board level experience over a wide range of global industries over the course of his career. He served on the boards of J.P. Morgan Chase, Stanley Black & Decker, JC Penney, and Pfizer, and he chaired audit committees at all but Pfizer. At Pfizer, Mr. Burns served as Chairman of the compensation committee.Mr. Burns is a Life Trustee of the University of Miami in Florida and has been active in charitable, cultural, and civic organizations both nationally and in Florida. He served on the boards of United Way of America, American Red Cross, National Urban League, and the Boy Scouts of America, as well as on the Foundation Board for the Malcolm Baldridge National Quality Award. Mr. Burns also co-chaired The Business Roundtable, a nonprofit association whose members are exclusively CEOs of major United States companies. In his home state of Florida, he served as chairman of the Capital Campaign for the Performing Arts Center of Greater Miami, board chairman and campaign chairman of the United Way of Miami-Dade County, and president of the Boy Scouts of America South Florida Council. In recognition of his extensive charitable work in the aftermath of Hurricane Andrew, Mr. Burns was named by the American Red Cross as its Humanitarian of the Year.The Board has concluded that Mr. Burns should continue to serve as a director for the following reasons among others. His CEO and other executive management level experience allows him to contribute steady leadership, strategic insight and valuable oversight at the Board level on key strategic, financial and enterprise risk-related issues regularly facing the Company. Mr. Burns' extensive experience on the audit committees at JP Morgan Chase, Stanley Black & Decker, and JC Penney, all of which he chaired, and at Pfizer, provided him broad financial management, internal control expertise, and deep familiarity with global enterprise risk management and related systems. Finally, his continued service as Chair of the Company's Audit Committee will help ensure a steady and orderly transition while the Committee's newest members become more familiar with the Company's financial management and systems of internal controls.17|HUNTSMAN 2021 PROXY
TABLE OF CONTENTSHUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: ph_curtisespeland-4clr.jpg]](/files/DEF 14A/0001104659-23-034590/ph_curtisespeland-4clr.jpg)
SONIA DULÁ 17 HUNTSMAN 2023 PROXY 
Sonia Dulá, 60, joined the Board of Directors in June 2020 and serves on the Audit Committee and the Sustainability Committee.Ms. Dulá served as Vice Chairman of Bank of America, Latin America, and headed the Global Corporate and Investment Banking Division for the region, a position to which she was appointed in 2013, prior to retiring in 2018. Before that, Ms. Dulá led Merrill Lynch's Wealth Management Division in Latin America and was responsible for the Latin America Corporate and Investment Banking Division. Prior to joining Bank of America, Ms. Dulá served as Chief Executive Officer of Grupo Latino de Radio, the owner/operator of more than 500 radio stations in Latin America and the U.S. Hispanic market, co-founded two internet companies, Internet Group of Brazil and Obsidiana, and served as Chief Executive Officer of Telemundo Studio Mexico. She began her career as an investment banker at Goldman Sachs, based in London and New York, and rising to leadership positions. She graduated from Harvard with a degree in Economics and earned her MBA from Stanford University.In addition to serving on the Company's Board of Directors, Ms. Dulá serves on the Board and the Audit Committee of Hemisphere Media Group, Inc., a publicly-traded Spanish language media company, and on the Board of Acciona, S.A., a publicly-traded renewable energy and infrastructure developer headquartered in Spain. Prior to 2021, she served on the Board of Promotora de Informaciones (PRISA) S.A., a leading Spanish and Portuguese-language media and education group, where she sat on the Audit and Executive Committees, and chaired the Nominating, Compensation and Corporate Governance Committee. Ms. Dulá also serves as a member of the Latin America Strategic Advisory Board of Banco Itaú, is a life member of the Council on Foreign Relations, and previously sat on the boards of the Council of the Americas, Women's World Banking, and the Arsht Center for the Performing Arts. In 2018, Ms. Dulá ranked 4th on Fortune's list of the 50 Most Powerful Latinas.The Board has concluded that Ms. Dulá should continue to serve as a director for the following reasons, among others. Her extensive international experience and expertise in finance and investment banking provide valuable judgement and insight to the Board and executive management, as the Company continues to pursue future strategic opportunities for growth and transformation. Additionally, her entrepreneurial and executive leadership experience in Latin America bring a unique perspective to the Board, which will benefit from such experience as the Company continues to execute the strategic repositioning of our downstream business.Finally, her service on the Board of Acciona, S.A., a publicly-traded developer of sustainable infrastructure projects and solutions, especially in the renewable energy space, will provide valuable insight and support in connection with her prospective service on the Sustainability Committee.18|HUNTSMAN 2021 PROXY
TABLE OF CONTENTS HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: ph_danieleferrari-4clr.jpg]](/files/DEF 14A/0001104659-23-034590/ph_danieleferrari-4clr.jpg)
Capital Partners CYNTHIA L. EGAN 18 HUNTSMAN 2023 PROXY 
Cynthia Egan, 65, joined the Board of Directors in 2020, bringing perspective of large institutional investors to the Company's boardroom for the first time, and serves on the Nominating and Corporate Governance Committee and the Sustainability Committee.Ms. Egan spent a large part of her professional career in the investment management industry, retiring as President of Retirement Plan Services for T. Rowe Price Group, a global investment management organization in 2012, after serving in that capacity for five years. After leaving T. Rowe Price, Ms. Egan spent one year as a Senior Advisor to the U.S. Department of the Treasury where she advised senior level agency employees on domestic employment retirement security. Before joining T. Rowe Price, Ms. Egan held progressively more senior-level leadership positions with Fidelity Investments, a multinational financial services corporation, including Executive Vice President and Head of Fidelity Institutional Services Company, President of the Fidelity Charitable Gift Fund, and Executive Vice President of Fidelity Management Research Company. She was the founding chair of the T. Rowe Price Women's Roundtable and the founding co-chair of the Council for Women of Boston College. She started her career at the Federal Reserve Board of Governors in 1980 and worked at KPMG Peat Marwick and Bankers Trust before joining Fidelity in 1989.In 2015, Ms. Egan joined the Board of Directors at The Hanover Insurance Group, one of the largest publicly-traded insurance companies in the United States, where she served as chair of the Compensation Committee before also becoming Vice Chair of the Board in 2020 and then Chair of the Board of Directors at the end of last year. Ms. Egan also chairs the Hanover Board's Compensation and Human Capital Committee. In addition to her board service at the Company and Hanover, Ms. Egan also serves as a director of the BlackRock Fixed Income Funds Complex and The Unum Group. She previously served on the board of Envestnet, an NYSE-listed company providing wealth management technology and products to financial advisors and institutions. Ms. Egan currently Chairs the Board of Visitors of the University of Maryland School of Medicine and has served on the boards of the Walters Art Museum and The St. Paul's School for Boys.The Board has concluded that Ms. Egan should continue to serve as a director for the following reasons among others. Her substantial expertise and diverse experience gained during her career in the institutional investment and mutual fund industries, including her executive management level experience at T. Rowe Price and Fidelity, provide the Board and executive management a unique perspective and fully align with the Company's long-term strategy to ensure the Board and management remain focused on the priorities of Company stockholders, including leading institutions. Additionally, Ms. Egan brings to the Board substantial experience, including director-level oversight, and familiarity of developing issues and trends in the areas of human capital management and other governance-related matters.19|HUNTSMAN 2021 PROXY
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DANIELE FERRARI 19 HUNTSMAN 2023 PROXY 
Daniele Ferrari, 59, joined the Board in March 2018 and sits on the Company's Compensation and Sustainability Committees. He previously served on the Board's Audit Committee.Mr. Ferrari was employed as Chief Executive Officer of Versalis S.p.A., one of Europe's largest chemical companies, from 2011 through the end of 2020. He also served as Chairman of the Board of Directors of Matrìca S.p.A., a Versalis joint-venture with Novamont, an industry leader in bio-plastics and green chemistry. Matrìca is on the cutting edge of the renewable chemistry industry, operating an integrated "green" chemistry complex in Port Torres, Italy, where it develops state-of-the-art products characterized by biodegradability and low toxicity, and sourced from vegetable-based raw materials harvested from an integrated agricultural production chain. Matrìca is a leading provider of sustainable solutions in the chemical industry, combining renewability and high performance.Mr. Ferrari was employed as a senior executive at the Company earlier in his career and has more than 35 years of operating and executive experience in the chemical industry. He worked for Imperial Chemical Industries (ICI) and Agip Petroli, a subsidiary of Eni S.p.A., a leading international oil and gas company, before joining the Company in 1997 where he ultimately became President of the Performance Products division. He recently became a senior advisor to SK Capital Partners, a private equity investment firm focused on specialty materials, chemicals and pharmaceuticals, and he sits on the board of directors of Venator Materials PLC, a stand-alone, publicly-traded global pigments company, which separated from Huntsman in 2017 and where he serves on the Compensation and Nominating and Corporate Governance Committees.More recently, Mr. Ferrari served as President of the European Chemical Industry Council, Europe's leading trade association for the chemical industry, where he represented 29,000 chemical firms and interacted on their behalf with international and EU governmental and regulatory institutions, NGO's, international media, and other industry stakeholders. He is currently vice-president of CEFIC, member of the Executive Committee and chair of the Nominating Committee. He also served as President of PlasticsEurope Bruxelles, the association of European plastics manufacturers. Additionally, Mr. Ferrari served as a board member of the recently-created Alliance to End Plastics Waste, a global not-for-profit organization composed of more than 40 global companies that committed more than $1 billion over the next five years to help eliminate plastic waste in partnership with the financial community, various governmental agencies, and several NGO's. He is also board member of the OUEBP (Oxford University Business Economics Program).The Board has concluded that Mr. Ferrari should continue to serve as a director for the following reasons among others. His operational and executive leadership in the chemical industry globally enables him to provide the Board and Company management valuable insight into the business in the ordinary course and effective oversight of the Company's strategic business plans. Further, the breadth of his experience and relationships he developed dealing with United Nations sustainable development goals, the Circular Economy process more broadly, and both regulatory and market-driven demand to develop eco-friendly and renewable chemistry solutions all provide Mr. Ferrari unique perspective into the key operational and functional challenges facing the Company, especially those relating sustainability, including GHG, water and waste management. And, finally, his strategic leadership of Versalis' global repositioning and rebranding provided him valuable experience, insight and contacts within the sector that further enhance Board oversight of the Company's own repositioning and rebranding efforts in downstream markets.20|HUNTSMAN 2021 PROXY
TABLE OF CONTENTS HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: ph_joseantonio-4clr.jpg]](/files/DEF 14A/0001104659-23-034590/ph_joseantonio-4clr.jpg)
Muñoz Barcelo
Motor Company SIR ROBERT J. MARGETTS 20 HUNTSMAN 2023 PROXY 
Sir Robert Margetts ("Sir Rob"), 74, has been a director of the Company since August 2010 and serves on the Nominating and Corporate Governance Committee and the Audit Committee, where he has been designated a financial expert under the Sarbanes-Oxley Act.Sir Rob has more than 50 years of operating and executive level experience in the chemical industry, starting at the beginning of his career with Imperial Chemical Industries (ICI), a multinational chemical company based in the United Kingdom where he ultimately rose to become Executive Vice Chairman of the Board. Before becoming Vice Chairman, Sir Rob held a number of leadership positions within executive management with responsibilities for the global research, technology, engineering and manufacturing functions, including process safety and major hazard operations. Sir Rob also had executive level responsibility for many of ICI's global business units and, ultimately, became responsible at the Board level for a strategic divestment program that led to ICI's transformation into a specialty chemical company, raising $10 billion in more than 30 separate transactions, including sales of ICI's global polyurethanes, petrochemical and titanium dioxide businesses to Huntsman.Sir Rob also has substantial board and oversight experience in the financial services and investment management sector and in other industries relevant to the Company's supply chain. In 2000, he was elected Chairman of the Board of Legal & General PLC, a multinational financial services firm founded in 1836, where he oversaw a global portfolio with more than £500 billion in assets under management. He also served as Chairman of the Board of the BOC Group PLC, a publicly-traded industrial gas business in the UK, that was ultimately sold to Linde AG for a substantial premium to stockholders. Since that time, he served as the Senior Independent Director of two global mining companies, Anglo American PLC and PJSC Uralkali, and on the Boards of Directors of Wellstream PLC and Falk Renewables PLC. Sir Rob previously served as Vice Chairman and Lead Independent Director of Venator Materials PLC, and he is founder and chairman of Ensus Ltd, a major bioethanol and protein producer and part of the CropEnergies Group, one of Europe's leading manufacturers of sustainably-produced bioethanol for the fuel sector today.Over the course of his career, Sir Rob has played an active role in the development and implementation of public policy in the United Kingdom, especially in the areas of climate change and sustainability. He served as Chairman of the Natural Environment Research Council, a non-departmental government agency responsible for national investment in the sciences relating to climate change and the environment. More recently, he established and then chaired the Energy Technologies Institute, a public-private partnership charged with development and demonstration of new low carbon energy technologies. These, and Sir Rob's many other contributions to public life through science and engineering, were formally recognized when he was awarded the rank of Commander of the Most Excellent Order of the British Empire (CBE) and a Knighthood for his distinguished service to business, the economy, science and technology. He is likewise the recipient of many Honorary Fellowships, Doctorates and other awards, including membership in the Fellowship of the Royal Academy of Engineering (FREng), an honor given by the Royal Academy of Engineering to recognize the best and brightest engineers, inventors and technologists in the UK and around the world.The Board has concluded that Sir Rob should continue to serve as a director for the following reasons among others. His extensive leadership and operating experience in the global chemical industry, his broad executive and board-level experience in a diverse range of other global industries, including financial services and investment management, and his strong background, acumen, experience and relationships in business, financial, operational and, especially, public policy matters have provided him substantial and valuable insight into a wide variety of material risk and challenges facing the Company in the ordinary course. Additionally, Sir Rob's long and committed engagement addressing climate change, GHG regulation, and sustainability in the public policy realm bring critical perspective to the Board and align with the requisite engagement of the Company's executive management as reflected most recently in the creation of the Sustainability Committee.21|HUNTSMAN 2021 PROXY
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WestRock Company JEANNE MCGOVERN 21 HUNTSMAN 2023 PROXY 
Jeanne McGovern, 62, joined the Board in February 2021 and presently serves on the Audit Committee.Ms. McGovern retired in 2020 after more than 35 years of audit and advisory experience at Deloitte & Touche LLP. Her credentials include supervisory responsibility over audits of Fortune 500 multinationals in various industrial sectors and substantial advisory work directly with clients on mergers and other strategic priorities, including business model transformation, financings and other transactions. Ms. McGovern brings demonstrated leadership to the Board from Deloitte, where she headed the succession and deployment process for accounting and assurance partners that focused on developing audit partners for the firm's most significant clients and, additionally, identified, mobilized, and directed resources globally to help partners and firm leaders respond to trends affecting multinational companies.Ms. McGovern is well familiar with the Board's responsibility to exercise strong oversight of the Company's financial accounting practices and systems of internal controls as she regularly served as a speaker at education and training sessions for clients' board members on how to exercise properly the role of an audit committee member. She also facilitated sessions for audit committees focused on transformation, enhancing effectiveness, and sharing leading practices.The Board has concluded that Ms. McGovern should continue to serve as a director for the following reasons among others. She brings to the Board more than 35 years of public accounting and financial management experience serving clients in a diverse array of global industries, including industrial and consumer products, chemical manufacturing, and life sciences, and she has a deep understanding of the business, economic, and compliance environments in which the Company and many of its customers operate. She will be able to apply her strong expertise and long experience in financial reporting, internal controls and audit functions to her responsibilities as a member of the Company's Audit Committee and to the Committee's work with the full Board in its oversight of the Company's preparation of financial statements and disclosures, and compliance with legal and regulatory requirements. Having served as a senior audit partner at a major global accounting firm, she brings keen insight to the Audit Committee and the Board into the complexities of risk management and the effectiveness of the Company's practices and policies to mitigate enterprise-wide risks.22|HUNTSMAN 2021 PROXY
TABLE OF CONTENTS HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: ph_jantighe-4clr.jpg]](/files/DEF 14A/0001104659-23-034590/ph_jantighe-4clr.jpg)
“FOR ALL” OF THE NOMINEES RECOMMENDED BY OUR BOARD.WAYNE A. REAUD 22 HUNTSMAN 2023 PROXY 
Wayne Reaud, 73, has served as a director since March 2005 and currently chairs both the Board's Compensation Committee and the Litigation and Public Policy Committee.Mr. Reaud is an accomplished trial lawyer and founder of the Beaumont, Texas law firm of Reaud, Morgan & Quinn, LLP. For more than 40 years, he has represented clients in significant cases involving personal injury, product liability, toxic torts and business litigation. He handled first impression mass tort litigation involving asbestos liability claims, including the largest asbestos product liability class action lawsuit in the history of the Texas court system. He also represented the State of Texas in its landmark litigation against the tobacco industry, which resulted in the largest settlement of a single case in the U.S. history at the time.Mr. Reaud received numerous awards and recognition over the course of his lengthy career. He is a Life Fellow of the Texas Bar Foundation and a Fellow of the International Society of Barristers, a member of the Philosophical Society, and a member of the State Bar of Texas Grievance Committee. He was chosen as the Most Distinguished Alumni of Texas Tech University Law School in 1998 and also selected as the Most Distinguished Alumni of Lamar University in 2006. Mr. Reaud was awarded the Honorary Order of the Coif by the University of Texas School of Law in 2011. He is listed in Best Lawyers in America and has been named a "Super Lawyer" each year since 2006.Mr. Reaud has demonstrated an extraordinary commitment to public life and community service apart from the practice of law. He currently serves as Chairman of the Board of the Beaumont Foundation of America and is a Director of the Reaud Charitable Foundation. Since the Beaumont Foundation was founded in 2001, it has been devoted to aiding the poor and, to date, has provided more than $166 million to help those who face economic challenges. Through his work with the Reaud Charitable Foundation, Mr. Reaud established an endowed scholarship at the University of Texas School of Law to provide students dedicated to a career in public interest law with tuition and a stipend to support their work and educational development. Between 2007 and 2020, Mr. Reaud served on the Board of Directors of CBTX, Inc., a publicly-traded bank holding company for CommunityBank Texas N.A., an asset bank offering commercial banking solutions to local small and mid-sized businesses and professionals in Houston, Beaumont, Dallas and surrounding communities in Texas.The Board has concluded that Mr. Reaud should continue to serve as a director for the following reasons among others. His significant legal expertise and extensive trial experience in complex, high-profile cases enable him to advise the Board and executive management on material risks and successful risk mitigation strategies, and he serves as a uniquely valuable resource to the Company's legal department and its General Counsel. Mr. Reaud's strategic insights and committed support have assisted the Company in dealing with numerous material cases and risks resulting in significant benefits to the Company and its stockholders. Mr. Reaud's continued Board service is likewise appropriate because his demonstrated commitment to community service, education, public health, and cultural affairs mirrors the Company's significant focus in these areas.23|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT JAN E. TIGHE 
U.S. Navy (Retired) Vice Admiral Tighe, 58, joined the Board in 2019 and currently serves as a member of the Board's Audit Committee and Chair of the Sustainability Committee.During her 34-year Navy career, Vice Admiral Tighe served in various roles of increasing seniority for the Navy and National Security Agency, including Commander of the U.S. Fleet Cyber Command U.S. Tenth Fleet, where she directed operations and defense of Global Navy IT Networks, Signals Intelligence Operations and Offensive Cyberspace Operations. Before her retirement in 2018, she served as Deputy Chief of Naval Operations for Information Warfare and had various executive responsibilities as Director of Naval Intelligence, U.S. Navy's Chief Information Officer, Director of Cybersecurity, and as a member of the U.S. Navy's Corporate Board, which collaboratively planned and financed $150 billion annually to support global U.S. Navy missions. She led planning and resource programming for Navy Information Warfare Capabilities, including Cyber Resiliency and IT Network Modernization, and spearheaded the Navy's digital transformation, established a digital factory, and launched digital pilot projects that applied data science, artificial intelligence and machine learning to improve business productivity and mission operations.Vice Admiral Tighe is a graduate of the U.S. Naval Academy and received her M.S. and Ph.D. degrees in Applied Mathematics and Electrical Engineering, respectively, from the U.S. Naval Postgraduate School (NPS). She later served as the President of NPS (from 2012 to 2013) and was inducted into the NPS Hall of Fame in 2018 in recognition of her distinguished accomplishments and contributions at the highest levels of public service.In addition to her Board service at the Company, Vice Admiral Tighe is a member of the Boards of Goldman Sachs, a global investment bank and financial services company; Progressive Corporation, a Fortune 100 American property and casualty insurance company; and IronNet CyberSecurity, a global network security company serving the defense, financial services, energy and utilities, health care and life sciences industries. Vice Admiral Tighe also serves on the board of trustees for MITRE, a non-profit organization based in Bedford, Massachusetts and McLean, Virginia, as a board member for the U.S. Naval Academy Foundation, and as a strategic advisor to various cyber and technology-related organizations. She has been a National Association of Corporate Directors Governance Fellow since 2018.The Board has concluded that Vice Admiral Tighe should continue to serve as a director for the following reasons among others. Her diverse leadership experience and uniquely valuable global perspective she gained during her Naval career, including her assignments with the National Security Agency, broadly support and align with the exercise of the Board's material risk oversight function. She provides the Board and executive management with unique and specialized substantive knowledge and oversight experience in cybersecurity and information technology, including designing and implementing cyber resiliency into operational systems and directing complex cyber and intelligence operations, all of which are areas of increasing focus for the Company and for the Audit Committee. Vice Admiral Tighe's more than 20 years of cybersecurity experience provides unique perspective to aid Board oversight of the Company's deployment of technology and the management of technology risk and she brings this valuable experience as well as her experience in strategic planning, risk assessment and mitigation, and strategy execution across a variety of organizations.24|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT directors'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 20202022 consisted of awards granted under the Huntsman Corporation 2016 Huntsman Stock Incentive Plan (the "2016“2016 Stock Incentive Plan"Plan”) in the form of fully-vested stock awards or deferred stock units, at the election of each director.Committee'sCommittee’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.2020,2022, 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. to attract talented directors, our Company will match charitable contributions made in cash up to a maximum of $10,000 per director per year for organizations located in the United States that are tax exempt pursuant to Section 501(c)(3) of the Internal Revenue Code.20202022 compensation for our non-employee directors is shown in the following table: Fees Earned
or Paid in
Cash ($)
Awards
($)(2)
Compensation
($)(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 Name(1)(2) Fees Earned
or Paid in
Cash ($)(4) Stock
Awards
($)(5) All Other
Compensation
($)(6) Total ($) $ 245,000 $ 145,000 $ 10,000 $ 400,000 $ 175,000 $ 145,000 $ 10,000 $ 330,000 $ 215,000 $ 145,000 $ 10,000 $ 370,000 $ 78,542 $ 78,542 — $ 157,084 $ 78,542 $ 78,542 $ 10,000 $ 167,084 $ 155,000 $ 145,000 — $ 300,000 $ 175,000 $ 145,000 — $ 320,000 $ 225,000 $ 145,000 — $ 370,000 $ 165,000 $ 145,000 — $ 310,000 (1)20202022 but is not included in this table since he was also our CEO. Mr. Huntsman did not receive any additional compensation in 20202022 for his service as a director. Thus, the total compensation for Mr. Huntsman'sHuntsman’s service as an executive officer of our Company is shown in the 20202022 Summary Compensation Table on page 61. 23 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Ms. McGovern was appointed to16, 202117, 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.did not receive any compensation in 2020.(3)were appointedeach 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.BoardCompany’s 2022 Annual Meeting on June 16, 2020,March 25, 2022 and their respective compensation was prorated to reflect service beginningending on that date.did not serveserved 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 any board committees in 2020.25|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENT(4)2020,2022, non-employee directors received the following cash retainers: Director Annual
Retainer
Committee(a)
Committee(a)
Corporate
Governance
Committee(a)
Committee(a)
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 — Director Annual
Retainer Audit
Committee* Compensation
Committee* Governance
Committee* Litigation
Committee* Lead
Independent
Director $ 145,000 — $ 10,000 $ 30,000 — $ 60,000 $ 145,000 $ 20,000 — $ 10,000 — — $ 145,000 $ 60,000 — $ 10,000 — — $ 78,542 — — — — — $ 78,542 — — — — — $ 145,000 — $ 10,000 — — — $ 145,000 $ 20,000 — $ 10,000 — — $ 145,000 — $ 50,000 — $ 30,000 — $ 145,000 $ 20,000 — — — — * The Board approved the formation of the Sustainability Committee on February 16, 2021. As result, no directors received compensation for service on the Sustainability Committee in 2020.(5)This column represents the aggregate grant date fair value of fully vested stock awards or stock unit awards granted in 2020, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 ("FASB ASC Topic 718"). Each director, except for Ms. Dulá and Ms. Egan, received a stock award or stock unit award covering 6,732 shares based on the grant date fair value on February 13, 2020 of $21.54 per share. Ms. Dulá and Ms. Egan each received a stock award or stock unit award of 4,101 shares based on the grant date fair value on June 16, 2020 of $19.15. Shares underlying stock unit awards are deliverable upon termination of service. See "Note 24. Stock-Based Compensation Plan" to our consolidated financial statements in our Annual Report on Form 10-K, filed with the SEC on February 12, 2021 ("2020 Form 10-K"), for additional detail regarding assumptions underlying the value of these equity awards.(6)Burns, Dr. Beckerle,Reaud and Ms. Egan each donatedSir Robert served until the Company’s 2022 Annual Meeting on March 25, 2022 and their compensation was prorated to Section 501(c)(3) tax exempt organizations of their choice in 2020. On behalf of each of these directors, we matched their charitable contributions up to $10,000 through our Huntsman Director Matching Gift Program.reflect service ending on that date.HUNTSMAN CORPORATION: PROXY STATEMENT 24 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT PART 3 PART 3CORPORATE GOVERNANCE CORPORATE GOVERNANCE ROBUST INDEPENDENCEAN INDEPENDENT AND THOUGHTFULBROADLY-DIVERSE BOARD RENEWALOF DIRECTORS All members of our Board are independent except our CEO are independent ü Five of our 11 directors (or 45.5%)10 director nominees are women (50% gender diversity), two add genderethnic diversity, and one, directoras a retired Vice Admiral of the U.S. Navy, adds ethnic diversity as a veteran ü FiveEight new independent directors (including four women) added to the Board since 2018 ü OngoingAll Board refreshment effort, ledcommittees are chaired by women and the Board’s Lead Independent Director and Non-Executive Vice Chair of our Governance Committee, Nolan D. Archibaldis female ü ACCOUNTABILITY TO STOCKHOLDERS Majority voting for director nominees in all uncontested elections ü Simple majority stockholder voting requirements ü Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced in 2020 from 25%) in 2020) ü Eligible stockholders may nominate director nominees through our proxy materials (proxy access) ü Robust stock ownership guidelines for directors and executive officers ü Policy prohibiting short sales by directors and executive officers ü PRUDENT AND PROGRESSIVE RISK OVERSIGHT Newly-formedDedicated and 100% independent Sustainability Committee withprovides Board-level focus and regular and systematic oversight overof key ESG-related matters, including sustainability and other related corporate social responsibility and governance matters ü Board and committeecommittee-focused oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks ü Adopted Lower Special Meeting ThresholdOn October 28, 2020, our Board approved an amendment to our Bylaws that lowered the ownership threshold to call a Special Meeting of Stockholders to 15% of outstanding shares of capital stock.Our Bylaws previously contained a 25% ownership threshold for requesting a special meeting of stockholders. As part of our regular ongoing review of our corporate governance practices, our Board carefully considered evolving governance practices, as well as our investor feedbackcomposition and previous stockholder votes on the action to adopt stockholders' right to act by written consent. As the result of this considerate process, our Board believed that a 15% threshold more appropriately struck a balance between enhancing stockholder access and minimizing the potential harms associated with allowing a small number of stockholders to call special meetings.Board Approved Formation of Sustainability CommitteeOn February 16, 2021, the Board approved the formation of a Sustainability Committee of the Board to provide more focused support and oversight of our sustainability and other related corporate social responsibility and governance matters, as those matters have required increased focus and Board attention in recent years. Dr. Jan E. Tighe, Daniele Ferrari, Sonia Dulá, and Cynthia L. Egan were appointed to serve as the initial members of the Sustainability Committee, with Dr. Tighe serving as the Chair. Please see "—Committees of the Board—Sustainability Committee" for additional information on the Sustainability Committee.27|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTBoard DiversityDirectordirector succession is a thoughtful, ongoing process at Huntsman Corporation. OurHuntsman. The Board identifies and evaluates desired director attributes, professional and life experiences, and skill sets in light of our strategythe Company’s strategic direction and evolving needs. As a part of the Boardour Board’s multi-year director succession and refreshment process led by Nolan D. Archibald, the Chair of our Governance Committee,that began during 2018, we have added fiveeight new independent directors (including four women, two ethnically-diverse directors and, an ethnically-diverse director)as a retired Vice Admiral of the U.S. Navy, one veteran) to the Board since 2018.consistsin composed of ahighly-qualified, diverse leaders from highly qualified, diverse group of leaders in their respective fieldsrelevant industries and is representativemarkets 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 1110 director nominees. 25 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: pc_boarreppn.jpg]](/files/DEF 14A/0001104659-23-034590/pc_boarreppn.jpg)
2020,2022, the Board met six14 times, and the non-management directors met in executive session fourfive times. During 2020,2022, each director attended at least 75% of the aggregate of: of the directors on the Board to preside at all meetings of the Board and stockholders. The Chairman of the Board is also required to make reports to the Board and the stockholders and28|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTcarriedput into effect. In accordance with our Corporate Governance Guidelines, the Chairman of the Board is also responsible for establishing the agenda for each Board meeting. At the beginning of the year, the Chairman of the Board establishes a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each Board member is also free to suggest the inclusion of additional items on the agenda and to raise subjects at any Board meeting that are not on the agenda for that meeting. Peter R. Huntsman serves as our Chairman of the Board.of the Board to also serve as President or Chief Executive Officer if so elected by the Board. Currently, the Board believes that the interests of the Company and its stockholders are best served through a leadership model with a combinedthat combines the roles of Chairman of the Board and Chief Executive Officer position.Officer. The Board further believes that this issue should be consideredreconsidered periodically as part of the succession planning process, and that it is in the best interests of our Companystockholders for the Board to make a determination regarding thisconsider 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. 26 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT absence of the Chairman of the Board.Chairman’s absence. The Board believes that Mr. Archibald, in particular,Ms. Egan, elected and acting as Vice Chair, adds incremental and valuable leadership at the Board level through his roleAdditionally, as Vice Chairman in addition to his position as Lead Independent Director. Asthe Board’s Lead Independent Director, Mr. ArchibaldMs. 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. Mr. Archibald,Ms. Egan, as Non-Executive Vice ChairmanChair of the Board and Lead Independent Director, chairs these sessions.have revised the Board'sBoard’s governance structure in the past to address specific needs, such as the formationelection of aMs. Egan as Non-Executive Vice Chair of the Board and Lead Independent Director in January 2022, the creation and chartering of the Sustainability Committee (inin February 2021) and a Litigation and Public Policy Committee (in November 2008)2021, and the election of Peter R. Huntsman as Chairman of the Board, in addition to his role as President and Chief Executive Officer, (inin December 2017),2017, having determined that this was the most efficient manner to facilitate effective communication between management and the Board, and provide strong and consistent leadership, as well asand speak with a unified voice for ourthe Company. We believeThe Board believes that our current Board leadership structure efficiently addresses our Company'sCompany’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, as well asand facilitates the clear and continued accountability of management.It is important to our Company that investorsindividuals servingindividual Board members we have identified as independent directors on the Board do not have relationships with usof 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 asome relationship with our Company. To assist in making independence determinations, the Board has adopted independence criteria whichthat can be found on our website at www.huntsman.com. Under these criteria, a director is not independent if:29|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENTCompany'sCompany’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.company'scompany’s compensation committee.company'scompany’s consolidated gross revenues.organization'sorganization’s consolidated gross revenues.legal counsel, the Nominating &and Corporate Governance Committee ("(“Governance Committee"Committee”) has reviewedreviews annually the applicable legal and NYSE standards for director independence, as well as our own independence criteria. Each year,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) orand any of such director'sdirector’s family members and our Company, our 27 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT that such relationships do not change from year to year, the Governance Committee is informed that there have been no changes to such relationships."Additional“Additional Information—Certain Relationships and Related Transactions—Transactions"Transactions” other than the compensation arrangements, which are reviewed by the Compensation Committee. In addition, the Governance Committee considered (a) Ms. McGovern's statusMcGovern as a retired partner of Deloitte & Touche LLP and (b) Dr. Beckerle'sBeckerle’s position as CEO of the Huntsman Cancer Institute, orInstitute. Regarding Dr. Beckerle, the Institute. The Governance Committee took into accountconsidered that Peter R. Huntsman does not have any ownership interest in the Institute, which is part of the University of Utah, a public institution of the state. The Governance Committee further considered that our Board recently approved a matching program pursuant to which our Company will match charitable contributions made by our employees to the Huntsman Cancer Foundation, a 501(c)(3) charity for which Peter R. Huntsman currently serves as the Chairman and CEO, and that beginning a number of years ago, the Huntsman Cancer Foundation has madecontributes an annual, stipend paymentsfixed amount of $100,000 as a supplement to Dr. BeckerleBeckerle’s annual compensation from the University of Utah for serving as the CEO of the Institute.Committee'sCommittee’s report and the supporting information. As a result of this review, the Board has determined that Nolan D. Archibald, Dr. Mary C. Beckerle, M. Anthony Burns, Sonia Dulá, Cynthia L. Egan, Curtis E. Espeland, Daniele Ferrari, Sir Robert J. Margetts, Jeanne McGovern, Wayne A. Reaud,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 GovernanceSustainability committees of the Board discussed below. 28 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT and a Litigation and Public Policy Committee structured as follows:Director Audit
Committee Compensation
Committee Governance
Committee Sustainability
Committee Litigation
Committee 
6 6 6 N/A(2) 4 Director Audit
Committee Compensation
Committee Governance
Committee Sustainability
Committee Dr. Mary C. Beckerle ![[MISSING IMAGE: ic_member-pn.jpg]](/files/DEF 14A/0001104659-23-034590/ic_member-pn.jpg)
Sonia Dulá ![[MISSING IMAGE: ic_chair-pn.jpg]](/files/DEF 14A/0001104659-23-034590/ic_chair-pn.jpg)
Cynthia L. Egan Curtis E. Espeland Daniele Ferrari Peter R. Huntsman José Muñoz David Sewell Jan E. Tighe Number of meetings in
2022 7 7 8 4 Chair Member "auditan “audit committee financial experts"expert” under SEC regulations.(2)The Board approved the formation of the Sustainability Committee on February 16, 2021.GovernanceSustainability 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.31|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTAUDIT COMMITTEEDuties • Responsible for the compensation and oversight of firm'sfirm’s qualifications and independence Monitors 29 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT "audit“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'sSEC’s definition of "audit“audit committee financial expert"expert” to have accounting or related financial management expertise.Securities Exchange Act of 1934 and satisfies the additional independence criteria adopted by the Board and described above. The Board has also determined that Mr. Burns, Ms. McGovern and Sir Robert is each an "audit“audit committee financial expert"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.32|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT COMPENSATION COMMITTEEDuties • their family members who are employees, and reviews and recommends compensation for our directors* Carries out its "Compensation“Compensation Discussion and Analysis—How We Determine Executive Compensation"Compensation” for additional information on the Compensation Committee'sCommittee’s processes and procedures for the consideration and determination of executive officer and director compensation.Committee'sCommittee’s charter permits the Compensation Committee to form and delegate some or all of its authority to subcommittees when it deems appropriate. In particular, the Compensation Committee may delegate the approval of both cash and equity award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee who are non-employee directors or outside directors, or in some limited circumstances, to management.Compensation Committee'sChair of the Committee’s request to answer questions and provide input regarding the performance of our executive 30 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT &AND CORPORATE GOVERNANCE COMMITTEEDuties performs wellenables appropriate oversight mechanism Board'sBoard’s annual director evaluation process PeriodicallyBoard'sBoard’s size 33|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTDuties Reviewinitiatives, and metrics, and the implementation of sustainability initiatives Reviewthe Company'sour business operations with respect to matters related to sustainability Identify, evaluate,monitorwhere appropriate, makes recommendations regarding investor initiatives pertaining to sustainability and other related matters ReviewCompany'sBoard regarding our reports on sustainability ReviewCompany'sstatus of our environmental health and safety performance and systems The Sustainability Committee is a new standing committee of the Board formed in February 2021. We expect the Committee will typically meet quarterly in connection with our regularly scheduled Board meetings and will regularly report to the full Board regarding sustainability matters.LITIGATION AND PUBLIC POLICY COMMITTEEIn addition to the independent committees described above, the Board also has a Litigation and Public Policy Committee (the "Litigation Committee"). The Litigation Committee assists the Board by reviewing and assessing current and potential litigation and areas of legal exposure in which our Company is or could be involved and making recommendations to the Board regarding legal matters. Additionally, the Litigation Committee reviews and monitors key public policy trends, issues, and regulatory matters that may affect our business, strategies, and operations.The members of the Litigation Committee are Wayne A. Reaud, who serves as the Committee's Chair, and Peter R. Huntsman. The Litigation Committee typically meets quarterly in connection with our regularly scheduled Board meetings. 31 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT management'smanagement’s responsibility to assess and manage the various risks our Company faces.faced by the Company. It is the Board'sBoard’s responsibility to oversee management in this effort. The Audit Committee is responsible for administering the Board'sBoard’s oversight function, and seeks to understand our Company's risk philosophy by having discussions with management to establishthe Committee establishes a mutual understanding of our Company'sCompany’s overall appetite for risk.risk and risk philosophy through regular discussions with management. In exercising its oversight, the Audit Committee strives to effectively oversee our Company'sCompany’s enterprise-wide and financial risk management in a way that balances managing risks whilewith enhancing the long-term value of our Company for the benefit of our stockholders. The Board understands that its focus on effective risk oversight is critical to setting our Company'sthe Company’s tone and establishing our culture towards effective risk management. Company's most significant risk exposures. The Audit Committee receives regular presentations from management of our businesses and functions about significant risks the respective business or function faces, 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'sHuntsman’s risk assessment and risk management policies and practices.committee'scommittee’s oversight activities. For example, our Litigation Committee assesses risk from litigation and areas of legal exposure to which our Company is or could be subject and makes recommendations to the Board regarding those matters. We believe that the oversight function of the Board and these34|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTOVERSIGHT OF COVID-19 RISKSOur full Board, as well as our Board committees, has been fully engaged in addressing COVID-19 related risks, including:•internal controls and reporting (Audit Committee); •liquidity and our financial conditions (Audit Committee); •compensation of our associates and executive officers (Compensation Committee); •health and safety of our associates (Governance Committee); and •key strategic initiatives (Full Board).Throughout this crisis, our Board (and its committees) has been in regular contact with management. Among other things, the Board has reviewed our key strategic initiatives to (a) accelerate integration efforts related to our recent acquisitions of Icynene-Lapolla and CVC Thermoset Specialties, (b) implement restructuring programs in all four of our segments to better position our business for efficiencies and growth, and (c) mitigate the unique risks presented by COVID-19 and its effect on the global markets.internally, and theinternally. 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.Committee'sCommittee in the exercise of its oversight responsibility. The Enterprise Information Security team is tasked with (a) the identification and assessment of cyber risks,risks; (b) the design and implementation of cyber risk mitigation controls,controls; processes, and technologies,technologies; (c) oversight of our security trainingtraining; and (d) ongoing monitoring and continuous improvement of our cyber security posture.comprisedcomposed of senior representatives from all our divisions and key functions. Our CSO reports progress to the Governance Committee with respect to our environmental, health and safety compliance program,programs and performance, and to the Sustainability Committee with respect to sustainability and other related corporate social responsibility matters. The Board regularlyalso discusses progress related toon a regular basis our environmental, health and safety compliance program,programs and performance, as well as various environmental, social and governance (ESG) matters.35|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTour annual Huntsmanannually a comprehensive sustainability report to document ourthe Company’s progress and performance, and to demonstrate our commitment to corporate responsibility. Our 2019 Sustainability Report was preparedWe prepare our sustainability disclosures in accordance 32 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT GRI standards: Core Optionthe 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 however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.We believelow-carbonlower-carbon economy will makeimprove the sustainability of both society and the environment more sustainable. We areenvironment. Accordingly, we announced our aspiration to achieve carbon neutrality by 2050. Even before that announcement, we were developing innovative solutions thatto improve energy efficiency and reduce emissions fromthroughout each of our divisions, including high-performance, energy efficient building insulation, to high-purity battery solvents that enable electric vehicles, toand light-weight automotive and aerospace components, to advanced energy-saving dyes.TEROL®TEROL® PolyolWe do not produce polyethylene terephthalate (PET) plastic bottles, but we recognize the impact plastic waste has on the environment. Through our proprietary trans-esterification process we upcycle low-quality PET scrap—that otherwise would have been destined for landfills or found its way into our oceans—into highly effective energy-saving polyurethane insulation. While all of our TEROL® polyols contain recycled content, five of them have been certified by Underwriters Laboratories (UL) Environment. In 2014, we became the first US polyester polyol manufacturer to receive the designation. UL verified Huntsman's pre-consumer recycled, post-consumer recycled and renewable resource content claims by reviewing our manufacturing practices and raw materials sources.Since 2015, we have usedrecycles the equivalent of five1.5 billion 500ml PET500 ml plastic bottlesmanufacture 290 million poundsimprove energy efficiency in buildings and reduce greenhouse gas emissions. Through a proprietary process, we use the equivalent of TEROL® polyesterover 1.5 billion 500 ml plastic bottles in TEROL® polyols enoughevery year. With a recycled content of up to insulate more than 67,000 homes.MDI Resinsupplyare 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.MDI resin binders to a companyplant in California that will enable itConroe, Texas, to produce high-purity ethylene carbonate that Li-ion batteries require to meet the world's first MDF board products made of rice straw. Until 2001, rice straw farmers typically burned off straw left after an annual harvest to prepare forgrowing demand, especially in the next growing season. After that practice was banned because of air quality concerns, farmers turned to flooding the fields after the harvest to induce and accelerate decomposition of the rice straw in preparation of spring cultivation. Besides using an estimated 100 billion gallons of incremental water per year to flood the fields, the rice straw decomposition process created methane gas emissions.CalPlant I, LLC is constructing a facility that will take approximately 300,000 tons of rice straw per year from 100,000 acres, which is about 20% of the rice planted in California's Sacramento Valley, to make MDF panels with the same performance characteristics as wood-based MDF. The facilityU.S., where electric vehicle production is expected to reduce methane emissionsreach 6.9 million units by approximately 62,000 tons annually,2025, a fivefold increase from today.equivalentprotective boxes grow larger and increase the weight of removing an estimated 295,000 carsthe vehicle. Composite battery boxes made from California's roadways each year. By usingARALDITE® resins not only weigh less but also provide strong, fire-resistant protection that reduces the rice straw as an annually renewable raw material, the operation will protect an estimated 4,200 acrespossibility of forests—the equivalent of more than one million trees every year.Our AVITERA® SE DyesTextile dyeing and finishing processes consume vast amounts of watera fire in the very partsevent of the world where it is most scarce. Conventional methods of dyeing 1 kilogram of cotton use up to 80 liters of water, 6.5 kilograms of steam and 2.2 kilograms of CO2.Our innovations can help to produce textiles in a more sustainable way at a lower cost. Our AVITERA® SE dyes reduce water and energy consumption by up to 50%. By switching to AVITERA® SE technology, textile plants can reduce processing costs and achieve an additional four months of production each year.Since we introduced this groundbreaking product 10 years ago, total environmental savings by customers using AVITERA® SE products include water savings of 6.5 billion liters (equivalent to the annual fresh water requirements of 9.3 million people), steam savings of 830,000 tonnes and the reduction of 450,000 tonnes of CO2 emissions.36|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT2019 CARBON DISCLOSURE PROJECTIn 2019, we participated in the Carbon Disclosure Project (CDP) and submitted a response to CDP's comprehensive climate change questionnaire. Huntsman's CDP response is available at www.huntsman.com/sustainability. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.In 2021, we initiated a review of the Task Force on Climate-related Financial Disclosures (TCFD) disclosure requirements, and we are evaluating additional disclosures in the future that will align with TCFD.COMMITMENT TO UN'S TEN PRINCIPLESSUPPORT OF THE UNITED NATION’S GLOBAL COMPACTIn 2019, we reaffirmed our continuing for the United Nation'sNation’s Ten Principles of the Global Compact (the "Ten Principles"“Ten Principles”) with respect to human rights, fair labor practices, environment protection and anti-corruption. We have worked to ensure our corporate policies, procedures and guidance documents align with the Ten Principles and have made the Ten Principles a part of our business strategy. Our 2019 Sustainability Report identifiessustainability disclosures identify relevant Huntsman policies, procedures, systems, and actions that illustrate our progress. 33 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT In 2019, we launchedrefreshed corporate environmental, healthpolicies, procedures and safety strategy, which we call Horizon 2025. It is alignedguidance documents align with the global Responsible Care® initiativeTen Principles and includes an ambitious sethave made the Ten Principles a part of specific, company-wide targets forour business strategy. Our sustainability disclosures identify relevant Huntsman to achieve by the year 2025. The 2025 targets, each measured by per unit of product, with a baseline year of 2019, include (a) 5% reduction in net water usage at facilities in water-stressed region, (b) 10% reduction in greenhouse gas emissions, (c) 5% reduction in hazardous waste disposal, (d) 10% reduction in energy consumed,policies, procedures, systems, and (e) 5% reduction waste disposal. The strategy drives continuous improvements in sustainability, safety, and risk management in both upstream and downstream operations.of our directors attended the 2020 Annual Meeting, except for Ms. Dulá, Ms. Egan, and Ms. McGovern, who were not members of the Board at the time of last year's2022 annual meeting. Governance Committee's minimum qualifications and specific qualities and skills required for directors are set forth in Criteria for Selecting New Directors and Section 1 of our Corporate Governance Guidelines. The Corporate Governance Guidelines require that a majority of directors on the Board meet the criteria for independence required by the NYSE and that each director functions consistent with the highest level of professional ethics and integrity. Each of our directors is expected to devote sufficient time and effort to learn the business of our Company and the Board, to use his or her own unique skills and experiences to providein 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'scandidate’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.helpensure that the Board, as a whole, to havepossesses and manifests the appropriate mix of characteristics, skills and experiences for optimal functioning in itsas an oversight ofbody for our Company.Company and management. As part of its periodic self-assessment process, the Governance Committee37|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTBylaws, including Section 2.8Bylaws. For additional information, please see the “Stockholder Proposals and Director Nominations For The 2024 Annual Meeting” section of our Bylaws.materialsstatement in accordance with the "proxy access"“proxy access” provisions of our Bylaws, which are contained in Section 2.14. The "proxy access"“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 materialsstatement 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)."Investor Relations"“Investor Relations” section. We will also furnish copies of our Bylaws free of 34 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2022 annual meeting of stockholders,2024 Annual Meeting, see "Stockholder“Stockholder Proposals and Director Nominations for the 20222024 Annual Meeting."ifas 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.38|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENTbirthday (subject to certain exceptions); WAIVERS OF MANDATORY RETIREMENTIn connection with the 2021 Annual Stockholders Meeting, the Board determined that it was in the Company's and the stockholders' best interests to waive the mandatory retirement policy for another year and renominate Mr. Archibald and Mr. Burns. The continued services of Mr. Archibald and Mr. Burns will help ensure a steady and orderly transition at the Board level and that the Board maintains an appropriate balance of experience and expertise, particularly in light of the Company's specific priorities for the upcoming year.Additionally, the Board was of the view that the following factors further supported its decision to renominate Mr. Archibald and Mr. Burns:•in the case of Mr. Archibald:-his significant leadership, including guidance to the Chairman of the Board, in connection with "Board refreshment" process during which Company added five new members in past three years, each of whom brings to the Board diverse and unique expertise, experience, and perspective not previously reflected; -his insight and perspective to further support the Board refreshment process by mentoring new directors and ensure smooth director succession; -his extensive knowledge of the Company and industry and both desire and ability to stay engaged/support execution of new corporate strategies; -his significant C-suite experience and unique (on the Board) set of skills in product innovation, branding, marketing, and strategic planning; and -his significant leadership and guidance to the Company's management team engaged in rebranding and developing Huntsman Building Solutions. •in the case of Mr. Burns:-his extensive knowledge of the Company and experience in the industry, as well as both desire and ability to stay engaged to support oversight of the Company's financial management strategies; -his ability to support an orderly transition specifically on the Audit Committee and more generally on the Board by mentoring new directors; and -his extensive board experience, broad expertise in financial management and systems of internal controls, and deep familiarity with global enterprise risk management and related systems permits him to render steady leadership,39|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENTstrategic insight and valuable oversight at the board level of key strategic, financial and enterprise risk-related issues facing the Company. 35 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT inwhen addressing the legal and ethical issues encountered in conducting their work. The Financial Code of Ethics and Business Conduct Guidelines are available on our website at www.huntsman.com. We will also furnish copies of the Financial Code of Ethics and Business Conduct Guidelines free of charge to any person who requests them. Requests for copies should be directed to the Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com. We intend to disclose any amendments to, or waivers from, our codeeither the Financial Code of ethicsEthics or the Business Conduct Guidelines on our website.40|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT 36 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT PART 4 PART 4COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSALAt our 2021 Annual Meeting, our stockholders will again have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our NEOs. We ask that our stockholders vote to approve executive officer compensation. Please see "Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation."In accordance with the preference expressed by our stockholders at the 2017 annual meeting, we continue to hold annual advisory votes on executive compensation.2020: Name Title Title Peter R. Huntsman Chairman of the Board, President and Chief Executive Officer, also referred to as our "CEO"“CEO” Sean DouglasPhilip 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 37 HUNTSMAN 2023 PROXY 41|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT and the Committee's decisions and outcomes in 2020, achieveachieves its primary objective of aligning the financial interests of our NEOs with the creation of long-term stockholder value. COMPANY PERFORMANCE HIGHLIGHTS COMPENSATION STRUCTURE AND OUTCOMES Despitechallenging operating environment driven by the COVID-19 pandemic, we deliverednotable year for our Company marked with significant milestones and strong performance on key financial, strategic, and ESG initiatives, in 2020; highlights include:Exceeded goalsDelivered $1.15 billion of adjusted EBITDA; exceeded goal for Adjusted EBITDA, Adjusted Free Cash Flow and other corporate objectives;free cash flow; realized significant cost-savings including the acceleration of synergy capture of newly acquired businesses; completed the sale of approximately 42.4 million ordinary shares of Venator Materials PLC;cost savings through our Optimization Program; and returned approximately $240 million$1.2 billion to stockholders through dividends and share repurchasesStrategic: CompletedChemical IntermediatesTextile 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 Surfactants businesses; nearly doubledNovember 2021; increased the dividend by 13%spray polyurethane foam business through acquisition; transformed our Advanced Materials business by announcing three separate transactions in 2020; and opened a new TEROL® polyols plant in Taiwan•ESG: Received six Responsible Care® Certificates for Health and Safety Performance; published our11th annual sustainability report;report showcasing disclosures in line with TCFD, SASB and added two highly qualifiedGRI reporting standards and diverse directors tovalidated by a third party-Limited Assurance; outperformed our Board. executives'executives’ pay with Company performanceA robust process against a peer group in which Huntsman is positioned near the mediansupport well-informed decisions andcreate a sound compensation governance process.2020,2022, the Compensation Committee and management team focused on responding appropriately to the continued business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included:Adjusted the performance goals for theawards that were originally approved in February, but ceasedaward to provide effective incentives following the impactour NEOs at 120.65% of the COVID-19 pandemic-Without such mid-year adjustment, we estimate payouts of the 2020 cashtarget incentive based on Company’s performance awards would have been approximately 40% higher for most of our NEOsImplemented a corresponding reduction in the payout opportunity, capping annual cash performance awards at 50% of executives' individual incentive targets•20182020 at 68.8%150% of target, reflecting our TSR performance relative to peers over the 2018-2020 period.For 2021 long-term equity-based compensation to our NEOs, the Compensation Committee increased the weighting of performance share units to 50% and eliminated awards of stock options.2020-2022 period The remainderthis CD&A provides additional information aboutstockholder value. Specifically, the performance-based designCompensation 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.howdriven by the Compensation Committee makes decisionsdesire to achieve our program objectives.COMPENSATION PROGRAM HIGHLIGHTSIMPACT OF COVID-19 PANDEMIC ON COMPENSATIONWhile 2020 has been uniquely challenging,better align pay outcomes across the Compensation CommitteeCompany with performance against preset goals, the Board authorized and management team focused on responding appropriately tois 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 business impactsachievement of the pandemic while maintainingtargets presented at our philosophyCompany’s Investor Day in November 2021 (and described below) with the specific intention of pay-for-performance inaligning the midst of significant challenges.42|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTWe Froze Base Salaries. In response to the unprecedented challenges brought on by COVID-19, management recommended, and the Compensation Committee agreed, to suspend merit and general wage increases that would have customarily occurred at the end of the first quarter 2020 for all employees. As a result, the base salariesinterests of our NEOs remain unchanged from 2019 levels. Mr. Huntsman's base salary has not increased since 2015.We Reduced Target Payouts for 2020 Annual Cash Performance Awards. The Compensation Committee originally approved the designofficers and other senior level employees with those of our annual cash performance award in February 2020, before the onset of the COVID-19 global pandemic. In light of the unprecedented impact of COVID-19 on the global economy and therefore on our business, the initial performance measures and goals approved by the Committee no longer reflected our business environment, and therefore ceased to provide effective incentives to our NEOs.After COVID-19 started to significantly impact our business, the Compensation Committee began discussions on how to continue to provide an effective incentive for performance considering the new business environment. In July 2020, after consultation with Meridian (our independent compensation consultant), the Compensation Committee re-visited and re-established the design of our annual cash performance award as described in "—2020 Annual Cash Performance Award" below.In recognition of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.STOCKHOLDER ENGAGEMENT AND RELATED CHANGES TO OUR COMPENSATION PROGRAM2020 Annual Meeting, our2022 annual meeting, the say-on-pay proposal received the support of 79%approximately 85% of the votes cast, which represented an improvement from 72% support in 2019 but was significantly lower than the 91% received in 2018. In response to the advisory say-on-pay results in 2019stockholders casting their votes. Both looking forward and 2020, we engaged a number of our stockholders to discuss topics relevant to our compensation practices. In determining executive compensation,back, the Compensation Committee carefully consideredconsiders the say-on-pay results and the stockholder feedback we received.As a part of ongoing review of ourreceived in determining executive compensation program,compensation.placed additionalconducted a comprehensive assessment of our CEO’s compensation. We also took into account (1) our desire for increased emphasis on tying the number of shares awardedperformance-based 38 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Company performance. In each of the last two years, the Compensation Committee incrementally increased the weighting of performance share units (from 30% of our long-term equity-based compensation in 2019 to 50% in 2021). Additionally, we eliminated awards of stock options to our NEOs in 2021, resultingmore closely align executive pay in the currentCompany 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:mix of 50% performance share units and 50% restricted stock. The following table illustrates the evolution140% of our long-term equity-based compensationbase salary; no change in the last three years.Fiscal Year Performance
Share Units Stock
Options Restricted
Stock 30 % 30 % 40 % 40 % 20 % 40 % 50 % 0 % 50 % enhancednew mix among the components of long-term equity-based incentives increases the emphasis on performance by further linking payouts to achievement of relative three-year TSR. Performance Share Units also better alignMr. Huntsman’s total target direct compensation will achieve its core objectives as described above.compensation with appreciation ofPAY REMAINS AT RISK(1) stock price over the long-term. Overall, we believe our compensation programs remain effective in implementing our primary compensation objectives.MIX OF TOTAL TARGET DIRECT COMPENSATION IN 2020(1)Our executive compensation program is designed suchto ensure that a significant portion of each officer'sofficer’s total target direct compensation is performance-based. TheAs the charts below illustrate, the amount of 2020 total target direct compensation(1) allocated to each component of compensation for our CEO and the other NEOs.2022, 86% of the CEO’s total target direct compensation of our CEO in 2020 was considered at risk being tied to annual performance measures 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 considered at riskrisk..43|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT![[MISSING IMAGE: pc_target-pn.jpg]](/files/DEF 14A/0001104659-23-034590/pc_target-pn.jpg)
"Totalcompensation"compensation” which consists of (i) annual base salary, (ii) the target annual cash performance award opportunity for 2020,2022, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2020.2022. The amounts actually realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 20202022 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."at-risk"“at risk” if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation.another perspectivethe Compensation Committee with a tool to help demonstratevalidate the alignment of our NEOs'NEOs’ compensation with the financial interestscreation of stockholders,stockholder value, particularly because approximately 86%67% of our CEO'sCEO’s pay has been linked directly to our stock performance. Realizable pay reflects the realtangible 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.CEO'sCEO’s total target direct compensation and realizable pay(1) for 2018, 2019,2020, 2021, and 2020.2022. In 2018, when our cumulative TSR declined by 18.6%,each of the past three years, there has been a strong positive correlation between the realizable value of our CEO’s compensation also declined in a corresponding manner. In 2019 and 2020, when our TSR increased in value, the realizable value of compensation also increased.
(2) 39 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: bc_tsrtarget-pn.jpg]](/files/DEF 14A/0001104659-23-034590/bc_tsrtarget-pn.jpg)
"in“in the money"money” value of stock options) calculated using our stock price, in all cases, as of December 31, 202030, 2022 (the last trading day of fiscal 2020)year 2022).Contentsthe 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. 40 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT HUNTSMAN'SHUNTSMAN’S EXECUTIVE COMPENSATION PROGRAMlong-termsustainable stockholder value. In support of this objective, our executive compensation program is designed to: (i) align pay with performance; (ii) align our NEOs'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 FeatureIntended toAlign PayWithPerformanceIntended toAlign NEOs'andStockholders'InterestsIntended toSupport aCompetitiveCompensationStructureIntended toEncourageLong-TermFocusIntended toBalanceShort-Termand Long-TermRisk-Taking 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 ü Annual Cash Performance Award üüüü Performance Share Units ü ü ü ü ü Stock Option Award üüüüü Restricted Stock Award ü ü ü ü ü PerquisitesRestricted Stock Award ü Perquisites, Health Benefits,& Retirement PlansBenefits and Severance Arrangements ü Compensation-related policies: Compensation-related policies: üü•Stock Ownership Guidelinesüüü•Insider Trading Policyüü 45|HUNTSMAN 2021 PROXY41 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT HUNTSMAN'SHUNTSMAN’S EXECUTIVE COMPENSATION PROGRAMofficerscompensation should have elements of their compensationbe 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.NEO'sNEO’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'sexecutive’s individual performance, level of responsibility, knowledge, time in the position,tenure, and experience, as well as internal pay equity among executives with similar experience and job responsibilities. our financial results, the percentage of performance-based pay will increase. Total direct compensation received by our NEOs is comprised of the following elements: Compensation Element Description and Purpose of the Element
Annual Cash Base Salary
Compensation Designed to reflectBase Salary Reflective of the officer'sNEO’s responsibilities, tenure, job performance, special circumstances (such as overseas assignments) and the market for the executive'sNEO’s services. CompensationAnnual Cash Performance Award Annual Cash Performance AwardThe award is earnedperformance awards are based upon an objectiveon performance evaluationmeasured against predeterminedpreset goals and forstrategic initiatives. For 2022, 100% of our CEO, a subjective assessmentannual cash performance awards were linked to the achievement of individual performance based on the execution of strategic initiativesadjusted EBITDA margin, Optimization Program and actions that are intended to create stockholder value.Free Cash Flow targets set out at the 2021 Investor Day. Long-Term Equity-Based Compensation Performance Share Units Performance Share UnitsGranted to focus NEOsPerformance-based equity, the vesting of which is contingent on creating long-term stockholder value by increasing TSR performance relative to peers over a three-year period. Actual units earned are aligned with the incremental stockholder value created over the three year performance period.
against preset goals. For 2020,2022, performance share units represented 40%70% of equity-based compensation for each of our NEOs. For 2021, performance share units will represent 50% of equity-based compensation for each of our NEOs. NEOs, with equal weighting on three-year relative TSR and two-year free cash flow. Long-Term Equity- Based CompensationRestricted Stock Stock OptionsGranted to align executive compensationincrease in stockholder value over a three-year vesting period and an exercise period of up to 10 years.For 2020, stock options represented 20% of equity-based compensation for each of our NEOs. Restricted StockIntended to support a long-term focus by NEOs, as therealizable value of the restricted stock grants is tied to the value of our common stock over time. Alsothe long term. Three-year ratable vesting provides both retentive value as well as a retention incentive by vesting over a three-year period.
long-term focus.2020,2022, restricted stock represented 40%just 30% of equity-based compensation for each of our NEOs. For 2021, restricted stock will represent 50% of equity-based compensation for each of our NEOs. 46|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT20202022 total target direct compensation awarded to our NEOs and graphical illustrations of the proportionate amount of performance-based compensation, is set forth below in "—2020“—2022 Executive Compensation Decisions. 42 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Element ElementDescription and Purpose of the Element Health and Welfare Benefits We provide our NEOs with health and welfare benefits thaton the same basis as all employees. These benefits are intended to be part of a competitive total compensation package with benefits comparable to those provided to employees and executives at other companies in the chemical industry and the general market. Our NEOs participate in our health and welfare programs on the same basis as our other employees. Retirement and Savings Plans intended to be part of a competitive total compensation package with benefits comparable to those provided to employees and executives at other companies in the chemical industry and the general market."Executive“Executive Compensation—Pension Benefits in 2020"2022” and "—“—Nonqualified Deferred Compensation in 2020."2022.” Perquisites additional compensation to our NEOs inwith limited perquisites that help enable the form of perquisites for the convenience of executives in meeting the demandsexecution of their positions we believeduties and are comparable to those provided to executives at other companies in the chemical industry and the general market. The Compensation Committee reviews our policies with respect to perquisites and considers whether and to what extent it may be appropriate for our NEOs to reimburse our Company for perquisites.2020,2022, see "Executive“Executive Compensation—20202022 Summary Compensation Table"Table” and "—“—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table."” Severance ArrangementsArrangements/Change in Control Benefits We provide to our NEOs upon certain severance events through the Huntsman Executive Severance Plan (the "Executive“Executive Severance Plan"Plan”), business division severance plans, and individual severance agreements in order to attract and retain executive talent necessary for our business. We have also entered into.(1) Mr. Huntsman has a separate severance arrangement with Peter R. Huntsman.
arrangement.strategy.strategy and are necessary to attract and retain executive talent for our business. We believe these arrangements are in lineconsistent with competitive market practices."—Amendment and Restatement of our Executive Severance Arrangements" and "Executive“Executive Compensation—Potential Payments upon Termination or Change of Control."Change-in-Control.” 43 HUNTSMAN 2023 PROXY 47|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT 2020officer'sofficer’s total target direct compensation is performance-based. The Compensation Committee'sCommittee’s decisions regarding the mix of pay reflects ourthe Committee’s and the Board’s compensation philosophy, market reference data provided by Meridian and each officer'sofficer’s role in achieving our strategic objectives.2020FREEZEOur NEOs received the following base salary for 2020:Executive Officer 2020 $ 1,700,000 $ 650,000 $ 957,526 $ 578,643 $ 478,763 In response to the unprecedented challenges brought on by COVID-19, management recommended, and theThe Compensation Committee agreed, to suspend merit and general wage increases that would have customarily occurred at the end of the first quarter 2020 for all employees. As a result,reviews the base salaries of our NEOs remain unchanged from 2019 levels. Mr. Huntsman'sannually to determine whether adjustments are necessary or appropriate. The Compensation Committee determined that Messrs. Hankins, Stryker and Rogers each received a modest increase to their base salary has not increased since 2015.2020rate consistent with the salary adjustments provided to our employee population generally. Mr. Lister received a higher-than-average increase to improve alignment of his salary to comparables from the chemical industry and our Proxy Peers. Mr. Huntsman’s base salary remained unchanged. Executive Officer % Increase Peter R. Huntsman $ 1,700,000 $ 1,700,000 N/A Philip M. Lister $ 500,000 $ 600,000 20.0% Anthony P. Hankins $ 1,005,402 $ 1,035,564 3.0% David M. Stryker $ 593,109 $ 610,902 3.0% R. Wade Rogers $ 502,701 $ 517,782 3.0% 2020 program, which provides a mechanism to fund the annual cash performance awards based on achievement of a baseline performance hurdle established by the Compensation Committee.awards. Under the formula used to establish the award pool, the maximum amount that could be paid to our executive officers participating incovered by the award pool as a group(including our NEOs) was 2% of corporate adjusted EBITDA. Individual award amounts were limited to an allocated portion of the award pool for each participatingcovered officer. As always, theThe Compensation Committee retains discretion to pay lesser amountsmake awards to our executive officers.officers that are less than their individual allocation. Actual awards paid to our NEOs under the 2022 award pool were based on the achievement of financial and strategic performance objectives discussed below.2020NEO'sNEO’s individual annual incentive awards is based on actual performance relative to goals established forspecific financial and strategic performance measures, but subject to the award pool limitation. Compensation Committee originally approved the design of our 2020 annual cash performance award in February 2020, before the onset of the COVID-19 global pandemic. In light of the unprecedented impact of COVID-19 on the global economy and therefore on our business, the initial performance measures and goals approved by the Committee in February 2020 no longer reflected our business environment, and therefore ceased to provide effective incentivesare selected because of their importance to our NEOs.After COVID-19 startedoperations and contribution to significantly impact our business, the Compensation Committee began discussions on how to continue to provide an effective incentive for performance considering the new business environment. In July 2020, after consultation with Meridian, the Compensation Committee re-visited and re-established the designcreation of our 2020 annual cash performance award and approved a set of revised performance measures and targets. 44 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 20202022 annual cash performance awards, including "accounts receivables past due" and "acquisition integration and cost reductions," which were48|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTtwo new performance measures added to our 2020 annual cash performance award and were designed to reflect our operational and financial priorities in light of the COVID-19 pandemic.Performance Measure (1) What It Is Why We Believe It Is Important Corporate and divisional adjustedAdjusted EBITDA(2) margin Intended to beThe quality of our adjusted EBITDA, which is an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates, or levels of depreciation and amortization SignificantFocuses our Company and its management on expanding our earnings multiple and a metric by which our stockholders measure our financial performance, thus aligning the interests of management with those of our long-term stockholders Corporate and divisional adjusted freeFree cash flow (3)
CashOperating cash from operating and investing activities, as defined on our US GAAPcontinuing operations less capital expenditures from continuing operations less net cash flow statements, before cash used or receivedproceeds from acquisition and disposition activitiesthe Albemarle settlement.
Important measure of the financial performance of our Company with a significant impact on our strategic planning, liquidity and the ability to reduce our leverage through cash repayments on outstanding debt CorporateOptimization Program A metric aimed at increasing operational efficiency across the enterprise and reducing annual run rates for divisional accounts receivables past due "A/R past due"(4)and functional operating costs
A performance indicator that represents the percentage of payments that are yet to be received by the organization that are past due dateFocuses our Company and its management on specific value creation initiatives such as agreed upon in the invoiceM&A, site consolidation and/or closures, divisional rightsizing, implementing regional GBS centers, strategic vendor management, commercial excellence programs and supply chain optimization
A key operational measure during the COVID-19 pandemic because customers are challenged in managing their cashflow, resulting in reducing or delaying paymentsCorporate and divisional acquisition integration and cost reductions(4)
EH&S performance
Cash saving to be realized from (a) accelerated integration of our recent acquisitions and (b) restructuring programs across all four of our segments
A key financial measure during the COVID-19 pandemic that directly impacts adjusted EBITDA and adjusted free cash flowCorporate and divisional days inventory outstanding "DIO"An indicatorMeasures achievement of the number of days on average our Company holds inventoryReducing the average days of inventory outstanding measures our efficient use of working capital, which directly impacts adjusted free cash flowShared services fixed costsA measure of whether all departments shared at a corporate level by all of our businesses meet, exceed or fall short on yearly budget projectionsControlling costs at a corporate level continues to be an important strategic objective for our CompanyEH&S complianceA measure of compliance with environmental performance and injury reduction objectives
Discourages risk-taking for short-term profits to the detriment of the long-term health of our Company (1)Throughout this Proxy Statement, we refer to our adjusted EBITDA and adjusted free cash flow, which are non-GAAP financial measures. Reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided through the "Non-GAAP Reconciliation" link available in the "Financials" section on our website at www.huntsman.com/investors.(2)Corporate and divisional adjusted EBITDA is calculated by eliminating the following from EBITDA: (a) business acquisition and integration expenses and purchase accounting inventory adjustments; (b) EBITDA from discontinued operations; (c) noncontrolling interest of discontinued operations; (d) fair value adjustments to Venator investment and related loss on disposal; (e) certain legal and other settlements and related expenses; (f) (gain) loss on sale of businesses/assets; (g) income from transition services arrangements related to the sale of our Chemical Intermediates Businesses to Indorama; (h) certain nonrecurring information technology project implementation costs; (i) amortization of pension and postretirement actuarial losses; (j) plant incident remediation costs; and (k) restructuring, impairment and plant closing and transition costs (credits).(3)Adjusted free cash flow is calculated as cash flows provided by operating activities, less (a) capital expenditures and (b) taxes paid on sale of Chemical Intermediates and India-Based DIY Businesses.(4)"A/R past due" and "acquisition integration and cost reductions" were two new performance measures added to our 2020 cash performance award that were designed to reflect our operational and financial priorities in light of the COVID-19 pandemic.(all dollar amounts are(dollars in millions). The following tables provide additional detail49|HUNTSMAN 2021 PROXY: Performance Measure Threshold Target Maximum Adjusted EBITDA margin 16.0% 16.5% 17.0% Free cash flow $ 439.7 $ 513.0 $ 549.6 Optimization Program $ 120.0 $ 160.0 $ 180.0 HUNTSMAN CORPORATION: PROXY STATEMENTregarding performance goals selected for the 2020 annual cash performance awards (both the original and as revised by our Compensation Committee in July 2020):2020 Original Performance GoalsPerformance Measure Threshold Target Maximum $ 687.0 $ 916.0 $ 957.2 $ 159.8 $ 213.0 $ 234.3 69.5 66.2 64.2 $ 460.5 $ 614.0 $ 690.8 $ 229.5 $ 306.0 $ 336.6 56.1 53.4 51.8 $ 316.8 $ 304.6 $ 292.4 2020 Revised Performance GoalsPerformance Measure Threshold Target Maximum $ 462.4 $ 544.0 $ 625.6 $ (67.0) $ (55.0) $ (43.0 ) 74.0 68.8 63.6 9.8% 8.5% 7.2% 16.2 19.0 21.9 $ 306.9 $ 361.0 $ 415.2 $ 104.4 $ 116.0 $ 127.6 59.9 55.7 51.5 10.7% 9.3% 7.9% 6.3 7.4 8.5 $ 294.0 $ 284.3 $ 274.6 The revised performance goals wereTargets are set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic.are intended to require significant effort to achieve. Achievement levels between threshold and target result in payouts from 0% to 100% of target awards. Achievement levels between target and maximum result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives'executives’ interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations.2020 If we achieve adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target at the discretion of the Compensation Committee. If adjusted EBITDA is less than the threshold goal of 75% of target, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee.Target cash performance award amounts for the NEOs were originally set by the Compensation Committee in February 2020 to generally align with competitive levels relative to comparable executive positions at our Proxy Peers and other chemical and general industrial companies. In recognition of the reduced performance goals for the 2020 annual cash performance award, the Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunity to 50% of the NEO's individual incentive targets.50|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT(both the original and as revised by our Compensation Committee in July 2020) for each of our NEOs for 2020. 45 HUNTSMAN 2023 PROXY Executive Officer Original
Target %
of
Base Salary(1) Revised
Maximum %
of
Base Salary(1) Performance Measures Original
Weightings Revised
Weightings 140 % 70 % Corporate adjusted EBITDA 40 % 15 % Corporate adjusted free cash flow 20 % 15 % Corporate DIO 20 % 15 % Corporate Accounts Receivable Past Due — 10 % Corporate Acquisition Integration/Cost Reduction Plans — 20 % Strategic and operational objectives 20 % 25 % 80 % 40 % Corporate adjusted EBITDA 30 % 15 % Corporate adjusted free cash flow 25 % 15 % Corporate DIO 10 % 15 % Corporate Accounts Receivable Past Due — 10 % Corporate Acquisition Integration and Cost Reduction — 20 % Shared services fixed costs 15 % 15 % Environmental, health & safety ("EH&S") compliance 20 % 10 % 80 % 40 % Corporate adjusted EBITDA 25 % — Polyurethanes adjusted EBITDA 15 % 15 % Corporate adjusted free cash flow 10 % — Polyurethanes adjusted free cash flow 10 % 15 % Corporate DIO 10 % — Polyurethanes DIO 10 % 15 % Polyurethanes Accounts Receivable Past Due — 10 % Polyurethanes Acquisition Integration — 35 % EH&S compliance 20 % 10 % 80 % 40 % Corporate adjusted EBITDA 30 % 15 % Corporate adjusted free cash flow 25 % 15 % Corporate DIO 10 % 15 % Corporate Accounts Receivable Past Due — 10 % Corporate Acquisition Integration and Cost Reduction — 20 % Shared services fixed costs 15 % 15 % EH&S compliance 20 % 10 % 70 % 35 % Corporate adjusted EBITDA 30 % 15 % Corporate adjusted free cash flow 25 % 15 % Corporate DIO 10 % 15 % Corporate Accounts Receivable Past Due — 10 % Corporate Acquisition Integration and Cost Reduction — 20 % Shared services fixed costs 15 % 15 % EH&S compliance 20 % 10 % HUNTSMAN CORPORATION: PROXY STATEMENT (1)In recognition of the reduced performance goals for the 2020 annualExecutive Officer Target %
of
Base Salary Maximum %
of
Base Salary Performance Measures Weightings Peter R. Huntsman 140% 280% Adjusted EBITDA margin 33.3% Free cash flow 33.3% Optimization Program 33.3% Philip M. Lister 80% 160% Adjusted EBITDA margin 33.3% Free cash flow 33.3% Optimization Program 33.3% Anthony P. Hankins 80% 160% Adjusted EBITDA margin 33.3% Free cash flow 33.3% Optimization Program 33.3% David M. Stryker 80% 160% Adjusted EBITDA margin 33.3% Free cash flow 33.3% Optimization Program 33.3% R. Wade Rogers 70% 140% Adjusted EBITDA margin 33.3% Free cash flow 33.3% Optimization Program 33.3% Compensation Committee restricted the annual cash awards by limiting the maximum payout opportunityNEOs were set to 50% of the NEO's individual incentive targets.The Compensation Committee assigns different performance measuresgenerally align with competitive levels relative to comparable executive positions at our Proxy Peers (as defined below) and weightings for each NEO in order to align annual incentives with the performance measures most relevant to each officer's roleother chemical and most within the particular officer's control.general industrial companies. Potential payouts of individual annual cash performance awards depend upon both Company performance and individual contributions to our success, with the target and maximum award amounts serving as guidelines for ultimate payouts.51|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT20202022 Financial Performance.2020,2022, actual performance and performance as a percentage of targets were as follows (all dollar amounts are in millions): Performance Criteria 2022 Target
Performance 2022 Actual
Performance % of
Target Adjusted EBITDA margin 16.5% 14.4% 87.3% Free cash flow $ 513.0 $ 542.7 105.8% Optimization Program $ 160.0 $ 195.9 122.4% Performance Criteria 2020 Target
Performance 2020 Actual
Performance % of
Target $ 544.0 $ 647.0 118.9% $ (55.0 ) $ 284.0 516.4% 68.8 66.7 103.1% 8.5% 6.6% 128.8% 19.0 26.5 139.5% $ 361.0 $ 472.0 130.7% $ 116.0 $ 298.0 256.9% 55.7 53.6 103.9% 9.3% 7.3% 128.8% 7.4 13.7 185.1% $ 284.3 $ 268.9 105.7% The 2020 annual cash performance targets, as revised by our Compensation Committee in July 2020, were set at the height2022 EH&S Performance. For each of the COVID-19 pandemic and reflected our operational and financial priorities at the time. The targets were designed to require significant effort to achieve, yet to be realistic enough to incentivize our executive officers' performance. The above target achievements by our NEOs, reflect the extraordinary effort of our executives in response to the unprecedented pandemic, as well as a better-than-expected rebound in market conditions in the second half of 2020.2020 EH&S Compliance Performance. For Messrs. Douglas, Hankins, Stryker and Rogers, our EH&S complianceperformance was measured byagainst preset goals including: (a) ASTM 2920 Level 1 injury raterate; and (b) process severity index, each of which is a complianceperformance measure withof our injury reduction objectives. A shortfall in achieving our EH&S performance targets results in a reduction of 5% of the overall payout. The actual performance and performance as a percentage of targets in 20202022 were as follows: Performance Criteria 2022 Performance
Target
Performance % of
Target ASTM 2920 Level 1 injury rate 0.160 0.209 76.6% Process severity index 0.150 0.118 127.1% Performance Criteria 2020 Performance
Target 2020 Performance % of
Target 0.23 0.12 191.7% 0.25 0.10 250.0% Performance in Strategic and Operational Objectives. As described above under "2020 Annual Cash Performance Award Design," Mr. Huntsman's 2020 award was based in part on the Compensation Committee's holistic assessment of his individual performance and contributions in respect of certain strategic and operational objectives, and our overall Company performance; noteworthy achievements included the following:•Performance on several important metrics:-corporate fixed cost reductions; -corporate net debt reductions; -return on net assets; -ASTM level 1 injury rate; -process severity index; and -environmental release rate •Execution of the strategic plan, including multiple financial and strategic transaction; and •Leadership development initiatives.52|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT20202022 Annual Cash Performance Awards. Actual incentive awards are determined as follows:
![[MISSING IMAGE: fc_cashperf-pn.jpg]](/files/DEF 14A/0001104659-23-034590/fc_cashperf-pn.jpg)
46 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT CEO'sCEO’s recommendations, as well as the CEO'sCEO’s performance, and makes such adjustments as it deems appropriate in its determination of the award payouts.2020. These awards reflect the Compensation Committee's decision to limit the maximum payout opportunity to 50% of the NEO's individual incentive targets.2022. Executive Officer Target Award
Amounts % of Target
Award Earned Cash Performance
Award Earned Peter R. Huntsman $ 2,380,000 120.65% $ 2,871,576 Philip M. Lister $ 480,000 120.65% $ 579,141 Anthony P. Hankins $ 828,452 120.65% $ 999,564 David M. Stryker $ 488,722 120.65% $ 589,664 R. Wade Rogers $ 362,447 120.65% $ 437,309 Executive Officer Target Award
Amounts % of Target
Award Earned Cash Performance
Award Earned $ 2,380,000 50 % $ 1,190,000 $ 520,000 50 % $ 260,000 $ 766,021 50 % $ 383,010 $ 462,914 50 % $ 231,457 $ 335,134 50 % $ 167,567 Given our strong performance in 2020 despite the significant macroeconomic instability, we estimate most of our NEOs would have earned approximately 40% higher cash performance awards if the awards were assessed using the initial performance measures and goals approved by the Compensation Committee in February 2020.2020,2022, the Compensation Committee approved awardsthe grant of stock options, time-based restricted stock and1) performance share units that would vest upon the achievement of relative TSR milestones.milestones; and 2) time-based restricted stock. The Compensation Committee believes relative TSR is an appropriate long-term performance metric for the performance share unit awardsunits because it promotes stockholder alignment and is a prevalent metric used by otherour peer companies.Equity Award Mix. For To further align performance share outcomes with the 2020 equity awards for our NEOs,creation of stockholder value, if absolute TSR is negative, the Compensation Committee increased the weightingnumber of performance share units to 40% (from 30%), while correspondingly decreasingthat can vest at the weightingend of stock options to 20%. Note that as a partthe performance period is capped at the target number of ongoing review of our executive compensation program,performance share units,changed theapproved an award mix for 2021 equity awards to 50%of performance share units (70% value) and 50% restricted stock.Target Valuestock (30% value). At the time, the Compensation Committee believed this increased emphasis on performance further enhances the mix of Awards Grantedlong-term equity-based incentives by further linking payouts to achievement of three-year relative TSR.2020. In February 2020, the last three years. Fiscal Year Performance
Share Units Stock
Options Restricted
Stock 2020 40% 20% 40% 2021 50% 0% 50% 2022 70% 0% 30% amount for each NEO wasamounts were converted to a number of shares based on the grantstock price on the date fair value of the respective award.award grants. The 20202022 long-term equity incentive awards approved for the NEOs were as follows: Executive Officer
Performance
Share Units(1)(2) Restricted Stock Total Target
Award Value Peter R. Huntsman 141,570 60,673 $ 8,300,000 Philip M. Lister 22,174 9,503 $ 1,300,000 Anthony P. Hankins 34,114 14,620 $ 2,000,000 David M. Stryker 23,880 10,234 $ 1,400,000 R. Wade Rogers 17,960 7,697 $ 1,053,000 Executive Officer Target
Performance
Share Units Stock Options Restricted Stock Total Target
Award Value 141,133 183,797 141,133 $ 7,600,000 29,712 38,694 29,712 $ 1,600,000 32,498 42,322 32,498 $ 1,750,000 24,141 31,439 24,141 $ 1,300,000 18,570 24,184 18,570 $ 1,000,000 53|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTTime-Based Awards Granted in 2020. The restricted stock and stock options granted in 2020 are subject to a three-year ratable annual vesting schedule that requires service for a continuous three-year period to become fully vested.2020.2022. The relative TSR performance share unit awardsunits granted in 20202022 comprise 50% of the target performance share units and will vest andor lapse their associated restrictions on December 31, 2022, subject to2024, depending on the achievement of relative TSR performance metrics during the performance period from January 1, 20202022 to December 31, 2022 and2024, subject to the executive’s continued service. If ourTo ensure better alignment of payouts with stockholder value created, in cases where absolute TSR is negative the number of performance share units that vest at the end 47 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT isany payout would be capped at the target number of performance share units.units even if relative TSR performance would have resulted in a payout above target. The performance share unit awards are settled in stock upon vesting and any dividends paid with respect to the underlying shares are accumulated and paid when and to the extent the award vests and is earned, either in cash or additional shares at the Compensation Committee'sCommittee’s election.companyCompany peer group used to determine relative TSR performance (the "2020“2022 Performance Peers"Peers”) represents industry-specific public companies against whom we compete for market share.companies. Although there is some overlap between the two groups, the 20202022 Performance Peers as further described below differ from our Proxy Peers because the 2020in that our 2022 Performance Peers are companies whose valuations are influenced by similar financial measures and we compete against these companies for market share and investor capital.2020free cash flow performance share unit awards granted in 2022 comprise 50% of the target performance share units and vest on December 31, 2023, subject to the achievement of cumulative free cash flow subject to continued service. The number of performance share units shall be increased by 20% if our relative TSR is above the 75th percentile of our 2022 Performance Peers over the performance period. Conversely, the number of performance share units shall be decreased by 20% if our relative TSR against our 2022 Performance Peers over the performance period is at or below 25th percentile.taking into accountwith guidance from Meridian, were as follows: •Albemarle Corporation •Ashland Global Holdings Inc. •Dow Inc.•Kraton Performance Polymers Inc.•Celanese Corporation Eastman Chemical Company •Clariant AG 20202022 Performance Peer, TSR is measured using a 20-trading day stock price average at the beginning and end of the performance period to smooth out volatility. Determination of payouts, if any, will be made based on our TSR percentile performance relative to the 20202022 Performance Peers at the end of the performance period. The maximum number of performance share units that may be earned under the program is 200% of the target number of shares granted if our TSR performance ranks in the 90th percentile of the 20202022 Performance Peers. If our TSR performance ranks below the 25th percentile of the 20202022 Performance Peers, there willcan be no payout. Median performance at 50th percentile results in payout at target.20202022 grants are provided under "Executive“Executive Compensation—Grants of Plan-Based Awards in 2020"2022” below. None of the awards2020 provide2022 are subject to a three-year ratable annual vesting schedule that requires service for automatic accelerated vesting upon terminationa continuous three-year period to become fully vested.employment or the occurrence of a change of control.Payout of2020 Performance Share Unit Awards in 2020.Awards.2018-20202020-2022 performance share unit cycle were based on our relative TSR results for the three-year period ended December 31, 2020.2022. Payouts could range from 0% to 200% of target based on Huntsman'sthe Company’s TSR ranking relative to the eightnine companies in the performance peer group established upon the grant date in 2018.2020. The 2018“2020 Performance Peers, which we developed taking into account guidance from Meridian,Peers” were as follows: •Ashland Global Holdings Inc. Eastman Chemical Company Stepan •Celanese Corporation •Kraton Corporation•Westlake Chemical Corporation•Covestro AG LyondellBasell Industries N.V. Huntsman'sthe Company’s TSR of (14.2)%25.8% for the three-year period ended December 31, 20202022 ranked sixthfourth (in the 37.566.7th percentile) among the 20182020 Performance Peer Group,Peers, resulting in a final payout of 68.8%150.0% of the target number of54|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT Target Award
Amount Number of Shares
Earned Peter R. Huntsman 141,133 211,700 Anthony P. Hankins 32,498 48,747 David M. Stryker 24,141 36,212 R. Wade Rogers 18,570 27,855 Executive Officer Target Award
Amount Number of Shares Awarded 64,998 44,719 8,697 5,984 9,155 6,299 9,155 6,299 4,806 3,307 We believe the design of ourMr. Lister did not receive any performance share unit award indicates relative alignment between pay and performance since the final performance share unit payout from the 2018-2020 cycle was significantly below the target award amounts that were originally approved by the Compensation Committee in February 2018.AMENDMENT AND RESTATEMENT OF OUR SEVERANCE ARRANGEMENTSOur Compensation Committee believes that maintaining a stable and effective management team is essential to our long-term success and achievement of our corporate strategies, and is therefore in the best interests of our stockholders. Our NEOs (other than Mr. Huntsman) participate in our Executive Severance Plan which provides certain compensation in connection with an involuntary termination of employment or a change of control. In addition, Mr. Huntsman is a party to an Amended and Restated Severance Agreement (as amended, the "CEO Severance Agreement"), which provides severance benefits following a qualifying termination of employment. During the term of the CEO Severance Agreement, Mr. Huntsman is not eligible to participate in our Executive Severance Plan.At the Compensation Committee's request, Meridian performed a detailed and comprehensive review of our existing severance arrangements, which included thoughtful examination of (a) peer company proxy statements, severance and change-in-control plan/arrangements, and equity plan documents, and (b) general industry surveys on severance and change-in-control arrangements. Based on key issues identified by Meridian, the Compensation Committee approved in February 2020 the amendments and restatements of the Executive Severance Plan and CEO Severance Agreement, which we believe will enhance our ability to attract and retain outstanding executive talent.The Executive Severance Plan amended the previous plan by (i) modifying the definition of Base Compensation to include the target annual bonus amountunits for the year in which termination occurs; (ii) reducing the multiplier of potential healthcare benefits for U.S. participants from 150% to 100%; (iii) capping the Continuation Period of the potential healthcare benefits for U.S. participants at 18 months (compared to 24 months permitted by the Prior Plan); (iv) adding restrictive covenant amendments for all plan participants, including provisions requiring confidentiality, non-competition, non-solicitation, and non-disparagement; and (vi) allowing pro-rata annual bonus for the year in which termination occurs.Similarly, the CEO Severance Agreement amended the original agreement by (i) modifying the definition of Annual Compensation for Mr. Huntsman to include the target annual bonus amount in the event Mr. Huntsman's employment is terminated by us for any reason other than for Reasonable Cause or by Mr. Huntsman for Good Reason (each a "Termination Event"); (ii) aligning the potential healthcare benefits for Mr. Huntsman with those provided by the Executive Severance Plan; (iii) adding restrictive covenant amendments for Mr. Huntsman, including provisions requiring of confidentiality, non-competition, non-solicitation, and non-disparagement; and (iv) allowing pro-rata annual bonus for the year in which a Termination Event occurs.Please see "Executive Compensation—Potential Payments Upon Termination or Change of Control" for additional information regarding our severance arrangements.48 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Under the direction of and in coordination with Meridian, our CEO and our Senior Vice President and head of Global Human Resources and Chief Compliance Officer coordinatecoordinates the annual review of the executive compensation program. This review includes an evaluation of our performance, corporate goals and objectives relevant to compensation, and compensation payable under various circumstances, including upon retirement or a change of control. In making its decisions regarding each NEO'sNEO’s compensation, the Compensation Committee considers the nature and scope of all elements of the executive'san executive’s total compensation package, the executive'sexecutive’s responsibilities and his or her effectiveness in supporting our key strategic, operational and financial goals. This review includes an evaluation of each NEO'sNEO’s historical pay and career development, individual and corporate performance, and competitive practices and trends.56|HUNTSMAN 2021 PROXY 49 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT and Meridian each play a key role in the Compensation Committee'sCommittee’s annual review, evaluation and approval of our executive compensation programs. Compensation Committee of our executive officers.byto the independent members of the Board (including those members who serve on the Compensation Committee).officer'sofficer’s performance, including through reports from other members of executive management (otherother than with respect to our CEO)CEO and in many cases, makes personal observationsmay apply discretion in determining individual compensation decisions. Executive Management NEO'sNEO’s performance (other than his own performance) during the prior year. Compensation Consultant (Meridian) advisessupports the Compensation Committee’s interaction with executive management in the executive compensation design process, and provides independent compensation data and analysis to facilitate the annual review of our compensation programs.(asas discussed below).below. providingprovides information on current executive compensation trends, and updates the Compensation Committee on applicable legislative, technical and governance matters. 57|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT20202022 target total direct compensation levels for our executive officers, the Compensation Committee considered information included indirected Meridian to undertake a compensation benchmarking review prepared by Meridian. The benchmarking review provided competitive market data for each element of compensation, as well as information regarding incentive plan designs and pay practices for executives in similar positions among a selected peer group of companies (the "Proxy Peers"“Proxy Peers”). Information in the compensation peer review served as a reference in the Compensation Committee's Committee’s 50 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT The Proxy Peers are intended to be representative of the companies against whom we compete in the global chemical industry for business opportunities and executive talent. Criteria used to select the Proxy Peer companies include financial measures (i.e., revenue, market capitalization and/or net income) and the industry segment in which we operate (i.e., organic chemical products and inorganic chemical products). The Compensation Committee, in consultation with Meridian, reviews the composition of the Proxy Peers annually, resulting in some variation in the composition of the group from time to time. operate.July 2019,mid-2021, the Compensation Committee removed threeapproved the addition of six companies (Praxair, PolyOne Corporationto the Proxy Peers. The changes were made to position Huntsman near the median in terms of size (as measured by revenues), better align with certain external perspectives, and Ashland Global Holdings Inc.) and added one company (Ecolab Inc.).offer a more robust data set for conducting competitive benchmarking. For the compensation benchmarking review prepared to inform 2020that informed the 2022 compensation decisions, our Proxy Peers consisted of the following 1420 companies: LyondellBasell Industries N.V. The Chemours •Olin Corporation•The Mosaic Company•Celanese Corporation PPG Industries Inc. The Sherwin-Williams Company •Eastman Chemical Company •RPM International Inc.•Westlake Chemical Corporation•Ecolab Inc. Sealed Air Corporation The Compensation Committee noted, in particular, that our trailing twelve-month revenue of $9.1 billion (as of July 2019) was positioned at the 56th percentile among our Proxy Peers.20202022 did not give rise to any conflicts of interest. The Compensation Committee made this determination by assessing the independence of Meridian under the six independence factors adopted by the SEC and incorporated into the NYSE Corporate Governance Listing Standards. Further, in making this assessment, the Compensation Committee considered Meridian'sMeridian’s written correspondence to the Compensation Committee that affirmed the independence of Meridian and the partners, consultants and employees who provide services to the Compensation Committee on executive and director compensation matters.58|HUNTSMAN 2021 PROXY 51 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT "Guidelines"“Guidelines”) to more closely align our directors' and executives'the interests withof our stockholders' interests and to encourage directors and executives to make decisions that will be inwith those of our long-term best interests—stockholders through all industry cycles and market conditions. The Guidelines require directors and executive officers to achieve and maintain ownership of our stock equal to six times base salary for the CEO, three times base salary for all other executive officers and three times the annual cash retainer for directors. The stock ownership requirement is based on the participant'sparticipant’s base salary or annual retainer (as applicable) and the closing stock price on July 15 of each calendar year.Huntsman'sCompany’s stock incentive plans ("(“net shares"shares” means the shares remaining after deducting shares for the payment of taxes and, in the case of stock options, after deducting shares for payment of the exercise price of stock options). Shares acquired by a participant prior to becoming subject to the Guidelines are not subject to the retention restriction. There are exceptions to the retention requirement for estate planning, gifts to charity, education and a participant'sparticipant’s primary residence. In addition, hardship exemptions may be made in rare instances. A copy of the Guidelines is available on our website at www.huntsman.com.March 4, 2021,July 15, 2022, all of our directors and NEOs exceededhave either met these guidelines or are progressing toward meeting the ownership levels specified in the Guidelines (other Ms. Egan and Ms. Dulá, who were appointed to the Board in June 2020, and Ms. McGovern, who was appointed to the Board in February 2021).guidelines within a reasonable period of time. The following table provides the minimum stock ownership level for each NEO, and the percentage of the ownership guideline achieved by the executive officer as of March 4, 2021:July 15, 2022: Ownership Share
Ownership
Target % of
Guideline
Achieved Peter R. Huntsman 6x 354,200 >100% Philip M. Lister 3x 62,500 57% Anthony P. Hankins 3x 107,900 >100% David M. Stryker 3x 63,600 >100% R. Wade Rogers 3x 53,900 >100% Executive OfficerOwnershipShareOwnershipTarget% ofGuidelineAchieved Peter R. Huntsman6x521,700>100% Sean Douglas3x99,700>100% Anthony P. Hankins3x146,900>100% David M. Stryker3x88,800>100% R. Wade Rogers3x73,500>100% contributingcontributes to a financial restatement. A copy of the Clawback Policy is available on our website at www.huntsman.com.59|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT 52 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT officers'officers’ compensation is performance-based, consistent with our approach to executive compensation;executive'sexecutive’s annual cash performance award;long termlong-term stockholder interests through their link to our stock price, TSR and multi-year ratable vesting schedules;We account for equity-based awards, including stock options, restricted stock and performance share unit awards, in accordance with FASB ASC Topic 718 (formerly Statement of Financial Accounting Standards No. 123(R)).when it is analyzing the overall level of compensation and the mix of compensationwhich takes into account, among individual elements. Overall, the Compensation Committee seeks to balance its objective of maintaining an effective compensation program for the NEOs that is in the long-term interests of our Company and our stockholders and that also has an appropriate and transparent impactother considerations, Internal Revenue Code Section 162(m) limitations on reported earnings and other closely-followed financial measures.The impact of federal tax laws on our compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as limited by Section 162(m)in excess of the Code. For prior fiscal years, Section 162(m) included an exception from the deductibility limitation for qualified "performance-based compensation." This exception, however, has been repealed for tax years beginning in fiscal 2019 under the Tax Cuts and Jobs Act. As such, compensation$1 million paid to certain covered individuals, including each of our executive officersNEOs, in excess of $1.0 million is not deductible unless it qualifies for certain transition relief applicable for compensation paid pursuant to a written binding contract that was in effect as of November 2, 2017. In addition, the Tax Cuts and Jobs Act increased the scope of individuals subject to the deduction limitation. Thus, compensation originally intended to satisfy the requirements for exemption from Section 162(m) may not be fully deductible. While Section 162(m) will limit the deductibility of compensation paid to covered employees, the Compensation Committee intends to—consistent with its past practice—continue to retain flexibility to design compensation programs that are in the best long-term interests of our Company and our stockholders.Corporation'sCorporation’s Compensation Discussion and Analysis for the fiscal year ended December 31, 20202022 as set forth above with Huntsman management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.Wayne A. Reaud,Nolan D. ArchibaldDaniele Ferrari60|HUNTSMAN 2021 PROXY
Curtis E. Espeland (member since May 2022)
José Muñoz (member since May 2022)HUNTSMAN CORPORATION: PROXY STATEMENT 53 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT PART 5 PART 5EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION 2020, 20192022, 2021 and 20182020 by our NEOs. Our compensation policies are discussed in "Compensation“Compensation Discussion and Analysis"Analysis” above. 20182020 compensation information is not presented for Mr. RogersLister because he was not an NEO in that year. Name and Principal Position Year Salary Bonus
Awards(1)
Awards(2)
Incentive Plan
Compensation(3)
Pension Value &
Nonqualified
Deferred
Compensation
Earnings(4)
Compensation(5) Total
Chairman, President and 2022 $ 1,700,000 — $ 8,300,053 — $ 2,871,576 — $ 508,394 $ 13,380,023 2021 $ 1,700,000 — $ 8,000,000 — $ 4,002,158 — $ 363,983 $ 14,066,141 2020 $ 1,700,000 — $ 6,080,010 $ 1,520,001 $ 1,190,000 $ 2,623,213 $ 416,734 $ 13,529,958
Executive Vice President and 2022 $ 575,000 — $ 1,300,024 — $ 579,141 — $ 143,319 $ 2,597,484 2021 $ 427,188 — $ 754,980 $ 145,004 $ 556,414 $ 18,564 $ 62,578 $ 1,964,728
Division President, Polyurethanes 2022 $ 1,028,024 — $ 2,000,044 — $ 999,564 — $ 549,905 $ 4,577,536 2021 $ 993,434 — $ 2,000,028 — $ 1,314,828 $ 2,104,874 $ 380,489 $ 6,793,653 2020 $ 957,526 — $ 1,400,014 $ 350,003 $ 383,010 $ 1,156,756 $ 643,168 $ 4,890,477
Executive Vice President, General 2022 $ 606,454 $ 1,000,000 $ 1,400,038 — $ 589,664 — $ 20,700 $ 3,616,856 2021 $ 589,493 — $ 1,368,982 — $ 892,785 $ 15,796 $ 28,698 $ 2,895,753 2020 $ 578,643 — $ 1,039,994 $ 260,001 $ 231,457 $ 260,210 $ 29,690 $ 2,399,995
Senior Vice President, Global Human 2022 $ 514,012 — $ 1,052,963 — $ 437,309 — $ 110,514 $ 2,114,798 2021 $ 496,717 — $ 1,053,002 — $ 662,110 — $ 76,914 $ 2,288,743 2020 $ 478,763 — $ 799,996 $ 200,002 $ 167,567 $ 392,357 $ 92,825 $ 2,131,510 Name and Principal Position Year Salary Bonus(1) Stock
Awards(2) Option
Awards(3) Non-Equity
Incentive Plan
Compensation(4) Change in
Pension Value &
Nonqualified
Deferred
Compensation
Earnings(5) All Other
Compensation(6) Total 2020 $ 1,700,000 $ — $ 6,080,010 $ 1,520,001 $ 1,190,000 $ 2,623,213 $ 416,734 $ 13,529,958 2019 $ 1,700,000 $ 1,500,000 $ 5,687,502 $ 2,437,500 $ 1,434,336 $ 3,107,368 $ 602,245 $ 16,468,951 2018 $ 1,700,000 — $ 4,969,996 $ 2,130,007 $ 3,820,845 — $ 710,354 $ 13,331,202 2020 $ 650,000 $ — $ 1,279,992 $ 319,999 $ 260,000 — $ 128,628 $ 2,638,619 2019 $ 643,750 $ 850,000 $ 980,000 $ 419,996 $ 470,972 — $ 146,890 $ 3,511,608 2018 $ 611,250 — $ 665,002 $ 285,007 $ 672,214 — $ 143,180 $ 2,376,653 2020 $ 957,526 $ — $ 1,400,014 $ 350,003 $ 383,010 $ 1,156,756 $ 643,168 $ 4,890,477 2019 $ 946,733 $ 100,000 $ 1,049,996 $ 450,003 $ 538,208 $ 1,611,672 $ 421,027 $ 5,117,639 2018 $ 918,410 — $ 700,000 $ 300,002 $ 912,887 $ 4,419,583 $ 460,978 $ 7,711,860 2020 $ 578,643 $ — $ 1,039,994 $ 260,001 $ 231,457 $ 260,210 $ 29,690 $ 2,399,995 2019 $ 573,751 $ 700,000 $ 840,006 $ 360,000 $ 419,268 $ 350,340 $ 29,243 $ 3,272,608 2018 $ 553,056 — $ 700,000 $ 300,002 $ 601,309 $ 56,971 $ 28,233 $ 2,239,571 2020 $ 478,763 $ — $ 799,996 $ 200,002 $ 167,567 $ 392,357 $ 92,825 $ 2,131,510 2019 $ 474,716 $ 550,000 $ 524,987 $ 225,001 $ 303,536 $ 392,722 $ 95,250 $ 2,566,212 (1)This column reflects bonus awards granted in recognition of each officer's significant contributions to us in 2019 in connection with the sale of our chemical intermediates businesses, which included PO/MTBE, and surfactants businesses to Indorama Ventures Holdings L.P.(2)is calculatedcomputed in accordance with FASB ASC Topic 718 based on probable achievement of the probabilitymarket conditions, which is consistent with the estimate of attainingaggregate compensation to be recognized over the targetservice period, excluding the effect of estimated forfeiture. The value of the award at the grant date assuming that the highest level of performance goals on the date of grant.conditions will be achieved is $15,272,092, $2,392,016, $3,680,057, $2,576,080, and $1,937,457 for Messrs. Huntsman, Lister, Hankins, Stryker, and Rogers, respectively. For information on the valuation assumptions with regard toregarding stock awards, refer to the notes to our financial statements in our annual report on Form 10-K for the applicable year ended December 31, 2020, 2019,2022, 2021, or 2018,2020, respectively, as filed with the SEC. These amounts reflect the fair value of the reported awards on the date of grant and may not correspond to the actual value that will be recognized by the NEOs.(3)2020, 2019,2022, 2021, or 2018,2020, respectively, as filed with the SEC.(4)2020 were2022 will be paid during the first quarter of 2021.2022. These awards are discussed in further detail under "Compensation“Compensation Discussion and Analysis—20202022 Executive Compensation Decisions—20202022 Annual Cash Performance Award."(5)"—“—Pension Benefits in 2020"2022” for additional information regarding the 20202022 amounts, including the present value assumptions used in this calculation. None of the NEOs had above market or preferential earnings on nonqualified deferred compensation during 2020.2022. See "—“—Nonqualified Deferred Compensation in 2020"2022” for additional information.(6)"All“All Other Compensation"Compensation” column of the Summary Compensation Table for 2020.2022.54 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT "Narrative“Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table"Table” below for additional information about these amounts.
Huntsman(a)
Lister(b)
Hankins(c)
Stryker(d)
Rogers(e) Personal Use of Auto — — — — $ 17,989 Use of Company Aircraft(f)(g) $ 137,772 $ 30,178 $ 10,748 — — Foreign Assignment Costs & Allowances — — $ 142,587 — — Foreign Assignment Tax Gross-Up — — $ 157,381 — — Company Contributions 401(k) Plan Match $ 12,200 $ 12,200 $ 12,200 $ 12,200 $ 12,200 401(k) Plan Non-discretionary Contribution $ 18,300 $ 18,300 $ 18,300 — $ 18,300 Supplemental Savings Plan Match $ 8,300 $ 31,114 $ 81,514 $ 8,300 $ 8,300 Supplemental Savings Plan Non-discretionary Contribution $ 323,829 $ 49,585 $ 122,271 — $ 52,267 Supplemental Savings Plan Tax Gross-Up $ 7,993 $ 1,942 $ 4,904 $ 200 $ 1,458 Total $ 508,394 $ 143,319 $ 549,905 $ 20,700 $ 110,514 Peter R.
Huntsman(a) Sean
Douglas(b) Anthony P.
Hankins(c) David M.
Stryker(d) R. Wade
Rogers(e) — $ 14,519 — $ 9,995 $ 13,398 $ 146,111 $ — $ 277,608 — — — — $ 123,559 — — — — $ 89,514 — — $ 11,400 $ 11,400 $ 11,400 $ 11,400 $ 11,400 $ 17,100 $ 17,100 $ 17,100 — $ 17,100 $ 65,473 $ 33,439 $ 48,429 $ 8,100 $ 19,892 $ 170,960 $ 50,158 $ 72,644 — $ 29,838 $ 5,690 $ 2,012 $ 2,914 $ 195 $ 1,197 $ 416,734 $ 128,628 $ 643,168 $ 29,690 $ 92,825 (a)38.734.1 flight hours in 2020.2022. Contributions to the Supplemental Savings Plan on Mr. Huntsman'sHuntsman’s behalf are included in our Nonqualified Deferred Compensation Table below. In 2020,2022, we incurred $5,690$7,993 to gross up Medicare taxes associated with our contributions to the Supplemental Savings Plan.Douglas'Lister’s behalf are included in our Nonqualified Deferred Compensation Table below. In 2020,2022, we incurred $2,012$1,942 to gross-up Medicare taxes associated with our contributions to the Supplemental Savings Plan.108.42.6 flight hours in 2020.2022. As a citizen of the U.K. with residence in the U.S., we incurred foreign assignment costs on Mr. Hankins'Hankins’ behalf during 20202022 that included $52,469$53,786 in housing allowances and costs and $71,089$88,802 for perquisites, including foreign assignment and car allowances. In addition, we incurred $89,514$157,381 in tax gross ups and equalization associated with Mr. Hankins'Hankins’ foreign assignment. Contributions to the Supplemental Savings Plan on Mr. Hankins'Hankins’ behalf are included in our Nonqualified Deferred Compensation Table below. In 2020,2022, we incurred $2,914$4,904 to gross-up Medicare taxes associated with our contributions to the Supplemental Savings Plan.Stryker'sStryker’s behalf are included in our Nonqualified Deferred Compensation Table below. In 2020,2022, we incurred $195$200 to gross-up Medicare taxes associated with our contributions to the Supplemental Savings Plan.Rogers'Rogers’ behalf are included in our Nonqualified Deferred Compensation Table below. In 2020,2022, we incurred $1,197$1,458 to gross-up Medicare taxes associated with our contributions to the Supplemental Savings Plan. with express permission of our CEO, may use our Company aircraft for commuting and other related purposes. We generally consider costs related to commuting use of our Company aircraft to be necessary business expenses for reasons of security, personal safety, and efficiency. However, SEC rules require that we include in the "Summary“Summary Compensation Table"Table” the incremental cost to us of certain flights or portions of certain flights as a perquisite. Therefore, the amounts shown for Mr. Huntsman and Mr. Hankins for use of our Company aircraft primarily reflect the aggregate incremental cost to our Company for: (i) elements of business or business-related flights and (ii) all personal flights taken for non-commuting, non-business purposes. All use of our Company aircraft by our NEOs in 20202022 was consistent with our Aircraft Use Policy. See "—“—Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Aircraft Use Policy"Policy” for additional information.(7)20202022 pension value for Mr. Hankins has been converted using an exchange rate of 1 GBP to 1.28481.3401 USD, which was the exchange rate as of March 2, 2020February 28, 2022 (which is the internal date used to estimate pro forma elements of compensation). Values for 20182020 and 20192021 were calculated based on exchange rates applicable in those years and have not been recast to conform to the 20202022 GBP exchange rate. 55 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT IN 20202020.2022. Name Grant
Date
Non-Equity Incentive Plan Awards(1)
Equity Incentive Plan Awards(2)
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
Option
Awards:
Number of
Securities
Underlying
Options(4)
Base Price
of Option
Awards(5)
Value of Stock
and Option
Awards(6) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) (#) (#) ($/Sh) ($) Peter R. Huntsman 02/17/22 — $ 2,380,000 $ 4,760,000 — — — — — — — 02/17/22(a) — — — 35,392 70,785 169,884 — — — $ 2,905,016 02/17/22(b) 17,696 70,785 141,570 $ 2,905,016 02/17/22 — — — — — — 60,673 — — $ 2,490,020 Philip M. Lister 02/17/22 — $ 480,000 $ 960,000 — — — — — — — 02/17/22(a) — — — 5,543 11,087 26,608 — — — $ 455,010 02/17/22(b) — — — 2,771 11,087 22,174 — — — $ 455,010 02/17/22 — — — — — — 9,503 — — $ 390,003 Anthony P. Hankins 02/17/22 — $ 828,452 $ 1,656,903 — — — — — — — 02/17/22(a) — — — 8,528 17,057 40,936 — — — $ 700,019 02/17/22(b) 4,264 17,057 34,114 $ 700,019 02/17/22 — — — — — — 14,620 — — $ 600,005 David M. Stryker 02/17/22 — $ 488,722 $ 977,443 — — — — — — — 02/17/22(a) — — — 5,970 11,940 28,656 — — — $ 490,018 02/17/22(b) 2,985 11,940 23,880 $ 490,018 02/17/22 — — — — — — 10,234 — — $ 420,003 R. Wade Rogers 02/17/22 — $ 362,447 $ 724,895 — — — — — — — 02/17/22(a) — — — 4,490 8,980 21,552 — — — $ 368,539 02/17/22(b) 2,245 8,980 17,960 $ 368,539 02/17/22 — — — — — — 7,697 — — $ 315,885 Name Grant
Date Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under
Equity Incentive Plan Awards(2) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3) All Other
Option
Awards:
Number of
Securities
Underlying
Options(4) Exercise or
Base Price
of Option
Awards(5) Grant Date Fair
Value of Stock
and Option
Awards(6) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) (#) (#) ($/Sh) ($) 02/13/20 — $ 1,190,000 $ 1,190,000 — — — — — — — 02/13/20 — — — 35,283 141,133 282,266 — — — $ 3,040,005 02/13/20 — — — — — — 141,133 — — $ 3,040,005 02/13/20 — — — — — — — 183,797 $ 21.54 $ 1,520,001 02/13/20 — $ 260,000 $ 260,000 — — — — — — — 02/13/20 — — — 7,428 29,712 59,424 — — — $ 639,996 02/13/20 — — — — — — 29,712 — — $ 639,996 02/13/20 — — — — — — — 38,694 $ 21.54 $ 319,999 02/13/20 — $ 383,010 $ 383,010 — — — — — — — 02/13/20 — — — 8,125 32,498 64,996 — — — $ 700,007 02/13/20 — — — — — — 32,498 — — $ 700,007 02/13/20 — — — — — — — 42,322 $ 21.54 $ 350,003 02/13/20 — $ 231,457 $ 231,457 — — — — — — — 02/13/20 — — — 6,035 24,141 48,282 — — — $ 519,997 02/13/20 — — — — — — 24,141 — — $ 519,997 02/13/20 — — — — — — — 31,439 $ 21.54 $ 260,001 02/13/20 — $ 167,567 $ 167,567 — — — — — — — 02/13/20 — — — 4,643 18,570 37,140 — — — $ 399,998 02/13/20 — — — — — — 18,570 — — $ 399,998 02/13/20 — — — — — — — 24,184 $ 21.54 $ 200,002 (1)2020.2022. See the chart and accompanying narrative disclosure in "Compensation“Compensation Discussion and Analysis—20202022 Executive Compensation Decisions—20202022 Annual Cash Performance Award"Award” for additional information with respect to these amounts. The amounts reported in the table represent the target and maximum cash performance award guidelines established by the Compensation Committee but do not reflect the maximum annual dollar denominated incentive award amount that could be paid under the annual pool program to our executive officers (including our NEOs), which amount is not determinable at the time the awards are granted andin 2022 may not exceed the annual limit2% of $15 million under the 2016 Stock Incentive Plan.corporate adjusted EBITDA. The amounts actually earned by each of the NEOs pursuant to our annual cash performance award program for 20202022 are reported in the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column of the Summary Compensation Table.2020. 2022 as follows:relative TSR performance metrics.cumulative free cash flow. Amounts reported in the (a) "Threshold"(i) “Threshold” column reflect the threshold number of performance share units (i.e., 25%(50% of target) that may be earned for a certain minimum level of performance, (b) "Target"(ii) “Target” column reflects the target number of performance share units, or 100%, that may be earned and (c) "Maximum"(iii) “Maximum” column reflect the maximum number of performance share units that may be earned (i.e.(240% of target), 200%in each case, based on cumulative free cash flow achievement, then modified further an additional 20% against relative TSR performance metric achievement. If performance is below the threshold, no performance share units are earned."Compensation“Compensation Discussion and Analysis—20202022 Executive Compensation Decisions—Long-Term Equity Compensation"Compensation” for additional information with respect to these awards.2020.2022. The restricted shares vest ratably in three equal annual installments beginning on the first anniversary of the grant date. During the restriction period, each restricted share entitles the individual to vote such share, and each restricted share entitles the individual to accrue quarterly payments by us equal to the quarterly dividend on one share of our common stock. However, dividends and distributions made on restricted shares are held by us without interest until the restricted shares with respect to which the dividend or distribution was made become vested. 56 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2020.2022. The option awards become exercisable and vest ratably in three equal annual installments beginning on the first anniversary of the grant date.57 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 20202022 is provided above under "Compensation“Compensation Discussion and Analysis."” The following is a discussion of what we consider to be material factors necessary to obtain an understanding of information disclosed under "2020“2022 Summary Compensation Table"Table” and "Grants“Grants of Plan-Based Awards in 2020"2022” that is not otherwise discussed in the Compensation Discussion and Analysis.management'smanagement’s effectiveness and availability. Under this policy, members of the Board, executive management, and key employees that are approved by our executive officersCEO may, usefrom time to time, utilize our Company aircraft for their own business travel needs. Additionally,and personal use. Priority for the use of the Company aircraft is chosen on the basis of the business purpose containing the greatest benefit for our Company and is determined by our CEO or his designee. The aggregate incremental costs for certain use by our NEOs of our executive officers have personal use of Company aircraft toare reported in the extent that such executive officer (other than our CEO) reimburses our Company for“All Other Compensation” column of the costs associated with their respective personal use of Company aircraft. Summary Compensation Table.cost (subject to availability and the Compensation Committee's authority to limit any such personal use). For 2020, personal use by our CEO was unlimited.cost. We do not make gross-up payments for out-of-pocket tax obligations resulting from any personal use of our Company aircraft.Hankins'Hankins’ compensation package, including base salary and an annual cash performance award, and provides for customary expatriation arrangements, including an international location allowance expressed as a percentage of annual salary. 58 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 20202022 FISCAL YEAR-END2020.2022. The market value of the restricted stock and performance share unit awards is based on the closing market price of our stock on December 31, 202030, 2022 (the last trading day of fiscal 2020)year 2022), which was $25.14.$27.48. Option Awards Stock Awards
Underlying Unexercised
Options(1) Option
Exercise
Price ($) Option
Expiration
Date
Shares or Units of
Stock that Have
Not Vested(2) (#)
Shares or Units of
Stock That Have
Not Vested(3) ($)
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights that
Have Not
Vested(4) (#)
Plan Awards:
Market or Payout
Value of
Unearned
Shares, Units or
Other Rights
that Have
Not Vested(5) ($) Name Date of
Award
(#)
(#) Peter R. Huntsman 02/17/22 — — — — 60,673 $ 1,667,294 141,570 $ 3,890,344 02/17/21 — — — — 93,306 $ 2,564,049 279,916 $ 7,692,092 02/13/20 122,531 61,266 $ 21.54 02/13/30 47,045 $ 1,292,797 282,266 $ 7,756,670 02/06/19 262,945 — $ 22.66 02/06/29 — — — — 02/07/18 138,492 — $ 32.77 02/07/28 — — — — 02/01/17 230,270 — $ 21.01 02/01/27 — — — — 02/03/16 241,496 — $ 8.86 02/03/26 — — — — 02/04/15 239,645 — $ 22.77 02/04/25 — — — — 02/05/14 368,640 — $ 21.22 02/05/24 — — — — Philip M. Lister 02/17/22 — — — — 9,503 $ 261,142 22,174 $ 609,342 07/01/21 — — — — 7,653 $ 210,304 22,958 $ 630,886 02/17/21 4,210 8,421 $ 28.58 02/17/31 3,382 $ 92,937 — — 02/13/20 10,076 5,039 $ 21.54 02/13/30 1,935 $ 53,174 — — 05/01/19 — — — — — — — — 02/06/19 10,787 — $ 22.66 02/06/29 — — — — 02/07/18 6,502 — $ 32.77 02/07/28 — — — — 02/01/17 6,305 — $ 21.01 02/01/27 — — — — Anthony P. Hankins 02/17/22 — — — — 14,620 $ 401,758 34,114 $ 937,453 02/17/21 — — — — 23,327 $ 641,026 69,980 $ 1,923,050 02/13/20 28,214 14,108 $ 21.54 02/13/30 10,833 $ 297,691 64,996 $ 1,786,090 02/06/19 48,544 — $ 22.66 02/06/29 — $ — — — 02/07/18 19,506 — $ 32.77 02/07/28 — — — — 02/01/17 29,189 — $ 21.01 02/01/27 — — — — 02/04/15 22,189 — $ 22.77 02/04/25 — — — — 02/05/14 38,941 — $ 21.22 02/05/24 — — — — David M. Stryker 02/17/22 — — — — 10,234 $ 281,230 23,880 $ 656,222 02/17/21 — — — — 15,967 $ 438,773 47,900 $ 1,316,292 02/13/20 — 10,480 $ 21.54 02/13/30 8,047 $ 221,132 48,282 $ 1,326,789 02/07/18 19,506 — $ 32.77 02/07/28 — — — — 02/04/15 21,450 — $ 22.77 02/04/25 — — — — R. Wade Rogers 02/17/22 — — — — 7,697 $ 211,514 17,960 $ 493,540 02/17/21 — — — — 12,282 $ 337,509 36,844 $ 1,012,473 02/13/20 16,122 8,062 $ 21.54 02/13/30 6,190 $ 170,101 37,140 $ 1,020,607 02/06/19 24,272 — $ 22.66 02/06/29 — — — — 02/07/18 10,241 — $ 32.77 02/07/28 — — — — 02/01/17 16,216 — $ 21.01 02/01/27 — — — — Option Awards Stock Awards Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned
Shares,
Units or
Other Rights
that Have
Not Vested(5) ($) Equity Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights that
Have Not
Vested(4) (#) Number of Securities
Underlying Unexercised
Options(1) Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or Units of
Stock that Have
Not Vested(2) (#) Market Value of
Shares or Units of
Stock That Have
Not Vested(3) ($) Name Date of
Award Exercisable
(#) Unexercisable
(#) 02/13/20 — 183,797 $ 21.54 02/13/30 141,133 $ 3,548,083 282,266 $ 7,096,167 02/06/19 87,648 175,297 $ 22.66 02/06/29 95,617 $ 2,403,811 215,136 $ 5,408,519 02/07/18 92,328 46,164 $ 32.77 02/07/28 28,889 $ 726,269 64,998 $ 1,634,050 02/01/17 230,270 — $ 21.01 02/01/27 — — — — 02/03/16 241,496 — $ 8.86 02/03/26 — — — — 02/04/15 239,645 — $ 22.77 02/04/25 — — — — 02/05/14 368,640 — $ 21.22 02/05/24 — — — — 02/13/20 — 38,694 $ 21.54 02/13/30 29,712 $ 746,960 59,424 $ 1,493,919 02/06/19 15,102 30,205 $ 22.66 02/06/29 16,476 $ 414,207 37,070 $ 931,940 02/07/18 12,354 6,177 $ 32.77 02/07/28 3,866 $ 97,191 8,697 $ 218,643 02/01/17 27,568 — $ 21.01 02/01/27 — — — — 02/03/16 48,639 — $ 8.86 02/03/26 — — — — 09/09/15 36,645 — $ 15.33 09/09/25 — — — — 02/13/20 — 42,322 $ 21.54 02/13/30 32,498 $ 817,000 64,996 $ 1,633,999 02/06/19 16,181 32,363 $ 22.66 02/06/29 17,652 $ 443,771 39,718 $ 998,511 02/07/18 13,004 6,502 $ 32.77 02/07/28 4,069 $ 102,295 9,155 $ 230,157 02/01/17 29,189 — $ 21.01 02/01/27 — — — — 02/03/16 71,429 — $ 8.86 02/03/26 — — — — 02/04/15 22,189 — $ 22.77 02/04/25 — — — — 02/05/14 38,941 — $ 21.22 02/05/24 — — — — 02/06/13 47,348 — $ 17.85 02/06/23 — — — — 02/13/20 — 31,439 $ 21.54 02/13/30 24,141 $ 606,905 48,282 $ 1,213,809 02/06/19 12,945 25,890 $ 22.66 02/06/29 14,122 $ 355,027 31,774 $ 798,798 02/07/18 13,004 6,502 $ 32.77 02/07/28 4,069 $ 102,295 9,155 $ 230,157 02/01/17 27,568 — $ 21.01 02/01/27 — — — — 02/04/15 21,450 — $ 22.77 02/04/25 — — — — 02/05/14 36,345 — $ 21.22 02/05/24 — — — — 06/10/13 21,212 — $ 18.56 06/10/23 — — — — 02/13/20 — 24,184 $ 21.54 02/13/30 18,570 $ 466,850 37,140 $ 933,700 02/06/19 8,090 16,182 $ 22.66 02/06/29 8,826 $ 221,886 19,858 $ 499,230 02/07/18 6,827 3,414 $ 32.77 02/07/28 2,136 $ 53,699 4,806 $ 120,823 02/01/17 16,216 — $ 21.01 02/01/27 — — — —
17, 2024.(1)2020,2022, outstanding option awards granted on February 5, 2014, February 4, 2015, and February 3, 2016, and February 1, 2017, February 7, 2018, and February 6, 2019, are 100% vested. The outstanding option awards granted on February 7, 201813, 2020, were vested as to 662/∕3% on February 1, 2020,13, 2022, and will vest as to 100% on February 7, 2021.13, 2023. The outstanding option awards granted on February 6, 201917, 2021, vested as to 331/∕3% on February 6, 2020,17, 2022, and will vest as to 662/∕3% on February 6, 202117, 2023, and as to 100% on February 6, 2022. The option awards granted February 13, 2020 will vest as to 331/3% on February 13, 2021, and will vest as to 662/3% on February 13, 2022 and as to 100% on February 13, 2023.59 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2020,2022, the restricted stock awards granted on February 7, 201813, 2020, vested as to 662/∕3% on February 7,13, 2020, and will vest as to 100% on February 7, 2021.13, 2023. The outstanding restricted stock awards granted on February 6, 201917, 2121, vested as to 331/∕3% on February 6, 2020,17, 2022, and will vest as to 662/∕3% on February 6, 202117, 2023, and as to 100% on February 6, 2022.17, 2024. The outstanding restricted stock awards granted on February 13, 202017, 2022, will vest as to 331/∕3% on February 13, 2021,17, 2023, and will vest as to 662/∕3% on February 13, 202217, 2024, and as to 100% on February 13, 2023.$25.14,$27.48 the closing market price of our stock on December 31, 2020,30, 2022 (the last trading day of fiscal year 2022), by the number of unvested restricted shares as of December 31, 20202022, for each restricted stock grant listed above.The performance share units granted on February 7, 2018 have a performance period of three years ended on December 31, 2020, subject to the achievement of relative TSR performance metrics. Amounts in this table with respect to the 2018 grant reflect an estimated payout of a number of shares based on the target level of achievement with respect to the applicable performance metrics, as performance through December 31, 2020 was below the target performance level. The shares were not deemed fully vested until certification occurred in February 2021. The performance share units granted on February 6, 2019 have a performance period of three years ending on December 31, 2021, also subject to the achievement of relative TSR performance metrics. Amounts in this table with respect to the 2019 grant reflect an estimated payout of a number of shares based on the maximum level of achievement with respect to the applicable performance metrics, as performance through December 31, 2020 exceeded the target performance level. endingended on December 31, 2022, also subject to the achievement of relative TSR performance metrics. Amounts in this table with respect to the 2020 grant reflect an estimated payout of a number of shares based on the maximum level of achievement with respect to the applicable performance metrics, as performance through December 31, 20202022, was above the target performance level. The shares were not deemed fully vested until certification occurred in February 2023. The performance share units granted on February 17, 2021, have a performance period of three years ending on December 31, 2023, also subject to the achievement of relative TSR performance metrics. Amounts in this table with respect to the 2021 grant reflect an estimated payout of a number of shares based on the maximum level of achievement with respect to the applicable performance metrics, as performance through December 31, 2022, exceeded the target performance level.$25.14,$27.48, the closing market price of our stock on December 31, 202030, 2022 (the last trading day of fiscal 2020)year 2022), by the number of unvested performance share units as of December 31, 20202022, based on the level of achievement with respect to the applicable performance metrics. DURING 202020202022 for each NEO. Name Number of Shares
Acquired on Exercise (#) Value Realized
On Exercise ($) Number of
Shares Vested (#) Value Realized
on Vesting ($) Peter R. Huntsman — — 302,857 $ 11,025,951 Philip M. Lister — — 9,316 $ 316,112 Anthony P. Hankins 31,429 $ 1,015,314 61,111 $ 2,239,878 David M. Stryker 123,707 $ 2,380,541 46,922 $ 1,713,793 R. Wade Rogers — — 31,637 $ 1,161,071 Option Awards(1) Stock Awards(2)(3) Name Number of Shares
Acquired on
Exercise in 2020 (#) Value Realized on
Exercise ($) Number of Shares
Vested in 2020 (#) Value Realized
on Vesting ($) — — 121,753 $ 2,563,004 — — 17,496 $ 369,481 113,192 $ 1,021,527 18,606 $ 392,966 49,273 $ 628,632 16,524 $ 348,466 — $ — 9,721 $ 205,125 (1) Options Exercised Name Grant
Date Exercise
Date Price on
Grant Date Price on
Exercise Date (#)
($)(a)
Issued
(#) Market Value
of Net Shares ($) Anthony P. Hankins 02/03/16 02/18/22 $ 8.86 $ 41.17 31,429 $ 1,015,314 14,959 $ 411,073 David M. Stryker 02/01/17 02/17/22 $ 21.01 $ 40.93 27,568 $ 549,017 8,136 $ 223,577 02/05/14 02/17/22 $ 21.22 $ 40.93 36,345 $ 716,360 10,615 $ 291,700 02/06/19 02/17/22 $ 22.66 $ 40.90 38,835 $ 708,350 10,504 $ 288,650 02/13/20 02/17/22 $ 21.54 $ 40.95 20,959 $ 406,814 6,025 $ 165,567 Options Exercised Name Grant
Date Exercise
Date Price on
Grant Date Price on
Exercise Date (#) Value
Realized
($)(a) Net Shares
Issued (#) Market Value of
Net Shares ($) 02/02/11 09/02/20 $ 17.59 $ 22.76 54,230 $ 280,369 7,471 $ 170,040 02/01/12 11/24/20 $ 13.41 $ 25.98 58,962 $ 741,158 17,302 $ 449,506 02/03/16 11/03/20 $ 8.86 $ 25.54 28,061 $ 468,057 11,114 $ 283,852 06/10/13 11/24/20 $ 18.56 $ 26.13 21,212 $ 160,575 3,727 $ 97,387 (a) 60 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Name Grant
Date Vest
Date Closing Price
on Vest Date (#) Restricted
Stock Vested
Value
Realized Shares Withheld for
Tax Obligation Net Shares Issued (#) Value Paid (#) Market
Value Peter R. Huntsman 02/17/21 02/17/22 $ 41.04 46,652 $ 1,914,598 18,358 $ 753,412 28,294 $ 777,519 02/13/20 02/11/22 $ 36.83 47,044 $ 1,732,631 18,512 $ 681,797 28,532 $ 784,059 02/06/19 02/04/22 $ 35.81 47,809 $ 1,712,040 18,813 $ 673,694 28,996 $ 796,810 141,505 $ 5,359,269 55,683 $ 2,108,903 85,822 $ 2,358,388 Philip M. Lister 07/01/21 07/01/22 $ 28.61 3,826 $ 109,462 932 $ 26,665 2,894 $ 79,527 02/17/21 02/17/22 $ 41.04 1,691 $ 69,399 406 $ 16,662 1,285 $ 35,312 02/13/20 02/11/22 $ 36.83 1,934 $ 71,229 538 $ 19,815 1,396 $ 38,362 05/01/19 04/29/22 $ 33.87 394 $ 13,345 96 $ 3,252 298 $ 8,189 02/06/19 02/04/22 $ 35.81 1,471 $ 52,677 437 $ 15,649 1,034 $ 28,414 9,316 $ 316,112 2,409 $ 82,043 6,907 $ 189,804 Anthony P. Hankins 02/17/21 02/17/22 $ 41.04 11,663 $ 478,650 4,590 $ 188,374 7,073 $ 194,366 02/13/20 02/11/22 $ 36.83 10,833 $ 398,979 4,263 $ 157,006 6,570 $ 180,544 02/06/19 02/04/22 $ 35.81 8,826 $ 316,059 3,474 $ 124,404 5,352 $ 147,073 31,322 $ 1,193,688 12,327 $ 469,784 18,995 $ 521,983 David M. Stryker 02/17/21 02/17/22 $ 41.04 7,983 $ 327,622 3142 $ 128,948 4,841 $ 133,031 02/13/20 02/11/22 $ 36.83 8,047 $ 296,371 3,167 $ 116,641 4,880 $ 134,102 02/06/19 02/04/22 $ 35.81 7,061 $ 252,854 2,298 $ 82,291 4,763 $ 130,887 23,091 $ 876,847 8,607 $ 327,880 14,484 $ 398,020 R. Wade Rogers 02/17/21 02/17/22 $ 41.04 6,140 $ 251,986 2,258 $ 92,668 3,882 $ 106,677 02/13/20 02/11/22 $ 36.83 6,190 $ 227,978 1,508 $ 55,540 4,682 $ 128,661 02/06/19 02/04/22 $ 35.81 4,413 $ 158,030 1,075 $ 38,496 3,338 $ 91,728 16,743 $ 637,994 4,841 $ 186,704 11,902 $ 327,066 Restricted
Stock Vested Shares Withheld for
Tax Obligation Net Shares Issued Name Grant
Date Vest
Date Closing Price
on Vest Date (#) Value
Realized (#) Value Paid (#) Market
Value 02/06/19 02/06/20 $ 21.52 47,808 $ 1,028,828 18,813 $ 404,856 28,995 $ 623,972 02/07/18 02/07/20 $ 21.04 28,888 $ 607,804 11,368 $ 239,183 17,520 $ 368,621 02/01/17 02/01/20 $ 20.56 45,057 $ 926,372 10,946 $ 225,050 34,111 $ 701,322 121,753 $ 2,563,004 41,127 $ 869,089 80,626 $ 1,693,915 02/06/19 02/06/20 $ 21.52 8,237 $ 177,260 1,996 $ 42,954 6,241 $ 134,306 02/07/18 02/07/20 $ 21.04 3,865 $ 81,320 942 $ 19,820 2,923 $ 61,500 02/01/17 02/01/20 $ 20.56 5,394 $ 110,901 1,518 $ 31,210 3,876 $ 79,691 17,496 $ 369,481 4,456 $ 93,984 13,040 $ 275,497 02/06/19 02/06/20 $ 21.52 8,826 $ 189,936 2,150 $ 46,268 6,676 $ 143,668 02/07/18 02/07/20 $ 21.04 4,069 $ 85,612 991 $ 20,851 3,078 $ 64,761 02/01/17 02/01/20 $ 20.56 5,711 $ 117,418 1,481 $ 30,449 4,230 $ 86,969 18,606 $ 392,966 4,622 $ 97,568 13,984 $ 295,398 02/06/19 02/06/20 $ 21.52 7,061 $ 151,953 1,707 $ 36,735 5,354 $ 115,218 02/07/18 02/07/20 $ 21.04 4,069 $ 85,612 991 $ 20,851 30.78 $ 64,761 02/01/17 02/01/20 $ 20.56 5,394 $ 110,901 1,534 $ 31,539 3,860 $ 79,362 16,524 $ 348,466 4,232 $ 89,125 12,292 $ 259,341 02/06/19 02/06/20 $ 21.52 4,413 $ 94,968 1,115 $ 23,995 3,298 $ 70,973 02/07/18 02/07/20 $ 21.04 2,136 $ 44,941 521 $ 10,962 1,615 $ 33,980 02/01/17 02/01/20 $ 20.56 3,172 $ 65,216 941 $ 19,347 2,231 $ 45,869 9,721 $ 205,125 2,577 $ 54,304 7,144 $ 150,822 (3)2019,2021, the following tabular disclosure provides information regarding the market value of the underlying shares of performance share units on the vesting or certification date and the number of shares that were withheld in connection with each transaction to satisfy tax obligations. As certified by the Compensation Committee on February 13, 2020,January 28, 2022, our relative TSR result of 29.8%84.4% ranked Huntsman in the 87.5th66.7th percentile of our performance peers resulting in a final payout of 195%150.0% of target. Performance Share
Units Vested Shares Withheld for
Tax Obligation Net Shares Issued Name Grant
Date Vest
Date Closing Price
on Vest Date (#) Value Realized (#) Value Paid (#) Market Value Peter R. Huntsman 02/06/19 01/28/22 $ 35.12 161,352 $ 5,666,682 59,216 $ 2,079,666 102,136 $ 2,806,697 Anthony P. Hankins 02/06/19 01/28/22 $ 35.12 29,789 $ 1,046,190 7,513 $ 263,857 22,276 $ 612,144 David M. Stryker 02/06/19 01/28/22 $ 35.12 23,831 $ 836,945 5,937 $ 208,507 17,894 $ 491,727 R. Wade Rogers 02/06/19 01/28/22 $ 35.12 14,894 $ 523,077 3,772 $ 132,473 11,122 $ 305,633 Performance Share
Units Vested Shares Withheld for
Tax Obligation Net Shares Issued Name Grant
Date Vest
Date Closing Price
on Vest Date (#) Value
Realized (#) Value Paid (#) Market
Value 02/01/17 02/13/20 $ 21.54 197,691 $ 4,258,264 77,792 $ 1,675,640 119,899 $ 2,582,624 02/01/17 02/13/20 $ 21.54 23,667 $ 509,787 5,763 $ 124,135 17,904 $ 385,652 02/01/17 02/13/20 $ 21.54 25,059 $ 539,771 6,102 $ 131,437 18,957 $ 408,334 02/01/17 02/13/20 $ 21.54 23,667 $ 509,787 5,763 $ 124,135 17,904 $ 385,652 02/01/17 02/13/20 $ 21.54 13,921 $ 299,858 3,390 $ 73,021 10,531 $ 226,838 67|HUNTSMAN 2021 PROXY61 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT IN 2020aton December 31, 20202022 for the NEO under each plan based upon the assumptions described below. Plan Name
Credited Service(1)
Accumulated Benefit(2) Payments During
Last Fiscal Year (#) ($) ($) Peter R. Huntsman Huntsman Defined Benefit Pension Plan 40.507 $ 2,785,788 — Supplemental Executive Retirement Plan 40.507 $ 14,768,601 — Philip M. Lister(3) Huntsman Defined Benefit Pension Plan 28.336 $ 401,537 — Supplemental Executive Retirement Plan 15.667 $ 164,629 — Huntsman Pension Scheme (U.K.) 13.681 $ 431,140 — Anthony P. Hankins(4) Huntsman Pension Scheme (U.K.) 33.583 $ 13,326,119 — David M. Stryker(5) Huntsman Defined Benefit Pension Plan 10.500 $ 455,825 — Supplemental Executive Retirement Plan 20.500 $ 1,632,032 — R. Wade Rogers Huntsman Defined Benefit Pension Plan 34.917 $ 1,177,607 — Supplemental Executive Retirement Plan 29.667 $ 601,898 — Name(1) Plan Name Years of
Credited Service(2) Present Value of
Accumulated Benefit(3) Payments During
Last Fiscal Year (#) ($) ($) Huntsman Defined Benefit Pension Plan 37.507 $ 3,733,597 — Supplemental Executive Retirement Plan 37.507 $ 17,682,639 — Huntsman Pension Scheme (U.K.) 33.583 $ 19,184,266 — Huntsman Defined Benefit Pension Plan 7.5 $ 520,956 — Supplemental Executive Retirement Plan 17.5 $ 1,614,417 — Huntsman Defined Benefit Pension Plan 31.917 $ 1,649,756 — Supplemental Executive Retirement Plan 26.667 $ 647,533 — (1)Mr. Douglas does not participate in any of our pension plans.(2)"Note 19.“Note 18. Employee Benefit Plans"Plans” to our consolidated financial statements included in our 20202022 Form 10-K.(3)"Note 19.“Note 18. Employee Benefit Plans"Plans” to our consolidated financial statements included in our 20202022 Form 10-K. For purposes of performing these calculations, a normal retirement (earliest unreduced) age of 65 was utilized for Messrs. Huntsman, Stryker, Lister, and Rogers, and aRogers. Mr. Hankins has passed the normal retirement (earliest unreduced) age of 6262; therefore, age 64 was used for Mr. Hankins.to calculate his accrued benefits. All accrued benefits are assumed payable at the plan'splan’s earliest unreduced retirement age. Benefit values reported in this table have been projected out to assume payment at the normal retirement age then have been discounted back to a present value as of December 31, 2020.2020,2022, Mr. Hankins had served 41.443.4 years with our Company. The Huntsman Pension Scheme (U.K.) was frozen to new participants and years of credited service ceased to accrue as of February 29, 2012. Benefits for Mr. Hankins under this plan will only increase based on changes in salary and late retirement factors to recognize that Mr. Hankins has passed the Normal Retirement Age for the Scheme."Huntsman“Huntsman Pension Plan"Plan”), a tax-qualified defined benefit pension plan. Effective July 1, 2004, the formula used to calculate future benefits under the Huntsman Pension Plan was changed to a cash balance formula. The benefits accrued under the plan as of June 30, 2004 were used to calculate opening cash balance accounts. Of our NEOs, Messrs. Huntsman, Lister, Stryker, and Rogers were participants in the Huntsman Pension Plan in 2020.2022. The Huntsman Pension Plan was closed to new participants effective July 1, 2014."Supplemental“Supplemental Executive Retirement Plan"Plan”) is a non-qualified supplemental pension plan that provides benefits for designated executive officers based on certain compensation amounts not included in the calculation of benefits payable under the Huntsman Pension Plan. Of our NEOs, Messrs. Huntsman, Lister, Stryker, and Rogers were participants in the Supplemental Executive Retirement Plan in 2020.2022. The compensation taken into account for these NEOs under the Supplemental Executive Retirement Plan includes amounts in excess of the qualified plan limitations. The Supplemental Executive Retirement Plan benefit is calculated as the difference between (1) the benefit determined using the Huntsman Pension Plan formula with unlimited base salary plus annual cash performance awards, and (2) the benefit determined using base salary plus annual cash performance awards as limited by federal regulations.participant'sparticipant’s name, and a participant'sparticipant’s account receives two forms of credits: "pay credits"“pay credits” and "interest“interest credits."” Pay credits equal a percentage of a participant'sparticipant’s compensation and are credited to a participant'sparticipant’s account on an annual basis. "Compensation"“Compensation” for this purpose includes both salary and annual cash performance awards. "Compensation"“Compensation” under the Huntsman Pension Plan is subject to the compensation limit applicable to tax-qualified plans of $285,000$305,000 for 2020.2022. The benefit that would be available under the Huntsman Pension Plan, but for this limitation, is provided under the Supplemental Executive Retirement Plan. The applicable pay credit percentage for our NEOs 62 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT participant'sparticipant’s combined age and years of service as of the start of each plan year. The 20202022 pay credits for the Huntsman Pension Plan are $34,200$36,600 for Mr. Huntsman, $25,650$32,025 for Mr. Lister, $32,025 for Mr. Stryker, and $34,200$36,600 for Mr. Rogers. The 20202022 pay credits for the Supplemental Executive Retirement Plan are $341,920, $79,131,$647,659, $74,377, $147,884, and $52,216$104,535 for Messrs. Huntsman, Lister, Stryker, and Rogers, respectively.68|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT"“Interest credits"credits” for a plan year are based on the 30-year U.S. Treasury yield for November of the prior year. The minimum annual interest credit rate is 5.0%. The 20202022 interest credits for the Huntsman Pension Plan are $135,086, $18,489$152,468, $21,101, $23,036, and $54,776$63,926 for Messrs. Huntsman, Lister, Stryker, and Rogers, respectively. The 20202022 interest credits for the Supplemental Executive Retirement Plan are $655,737, $64,207,$756,502, $5,570, $77,946, and $20,401$27,478 for Messrs. Huntsman, Lister, Stryker, and Rogers, respectively.participant'sparticipant’s cash balance account in an actuarially equivalent joint and survivor annuity (if married) or single life annuity (if not married). Participants may also choose from other optional forms of benefit, including a lump-sum payment in the amount of the cash balance account. For participants in the prior Supplemental Executive Retirement Plan (including Mr. Huntsman), the Huntsman Pension Plan also includes a minimum benefit that guarantees that a participant'sparticipant’s benefit will not be less than the benefit accrued under the prior formula at transition (July 1, 2004) plus the benefit attributable to pay credits, with interest credits, beginning July 1, 2004. Under the prior plan provisions, the monthly basic benefit equaled one-twelfth of 1.4% of average earnings multiplied by pension service prior to January 1, 2000, plus 1.5% of average earnings multiplied by pension service after January 1, 2000, less 50% of the Social Security benefit prorated by pension service, payable as a life annuity to the participant. The prior Supplemental Executive Retirement Plan mirrored the benefit from the Huntsman Pension Plan. For participants taking an annuity, early retirement reductions apply if retirement occurs before normal retirement age (defined as age 65 with 5 years of service) and on or after the earlier of (i) both attaining age 50 and age plus vesting service equal to 80 or more, or (ii) age 55 with 10 years of vesting service. The effect of these reductions is to reduce the annuity amount paid by 5% per year for each year beginning at age 59 until age 50 where the amount paid would be 50%. As of December 31, 2020,2022, Messrs. Huntsman and Rogers are our only NEOs eligible for early retirement.participant'sparticipant’s separation from service, unless the participant is a "specified employee"“specified employee” for purposes of Section 409A of the Internal Revenue Code ("(“Section 409A"409A”), in which case payment will be delayed for six months. Vested benefits are paid in a single cash lump sum unless the participant elects: (1) a life annuity, (2) a life annuity with payments guaranteed for 120 months, or (3) a joint and survivor annuity providing survivor benefits equal to 50% or 100% (as elected by the participant) of the annuity payable to the participant. Benefits are unvested until the earlier to occur of: (1) completion of 3 years of service, (2) termination on account of death or "Disability"“Disability” or on or after attainment of "Normal“Normal Retirement Age,"” or (3) termination without "Reasonable“Reasonable Cause."” Each eligible NEO is fully vested in his benefit under the Supplemental Executive Retirement Plan."Disability""Age"Age” generally is retirement eligibility upon age 65 with 5 years of service under the Huntsman Pension Plan and Supplemental Executive Retirement Plan."Cause"Cause” generally means: (1) the grossly negligent, fraudulent, dishonest or willful violation of any law or the material violation of any of our significant policies that materially and adversely affects us, or (2) the failure of the participant to substantially perform his duties. Of our NEOs, Mr. Hankins participates in the Huntsman Pension Scheme for U.K. associates in the Polyurethanes division. The Huntsman Pension Scheme (U.K.) in which Mr. Hankins participates provides a benefit of 2/3rd of final pensionable compensation.2020,2022, Mr. Hankins passed age 62 and is fully vested in these benefits. Late retirement benefits are calculated based on two-thirds of final pensionable compensation and actuarial factors based on the number of years after age 62. Currently, the late retirement factor is 106.5% at age 63 and 120.8%122.2% at age 65. The Huntsman Pension Scheme (U.K.) was frozen to new participants as of February 29, 2012 and, after that date, benefits for current participants under the plan will only increase based on changes in salary.69|HUNTSMAN 2021 PROXYContentsemployment with us in the United Kingdom between August 29, 1995 and April 30, 2008. He localized to the United States within our Polyurethanes division on May 1, 2008. The deferred benefit is calculated upon the U.K. departure date and is based on Mr. Lister’s pensionable service and final pensionable salary on April 30, 2008. In line with the Huntsman Pension Scheme (U.K.) rules and statutory requirements, a63 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2020"401(k) Plan"“401(k) Plan”); and (2) a supplemental savings plan (the "Supplemental“Supplemental Savings Plan"Plan”). The 401(k) Plan is a tax-qualified broad-based employee savings plan; employee contributions up to 25% of base salary and annual cash performance awards are permitted up to dollar limits established annually by the Internal Revenue Service ("IRS"(“IRS”). The Supplemental Savings Plan is a nonqualified salary deferral plan and allows designated executive officers to defer up to 75% of eligible salary and up to 75% of annual cash performance awards. The Supplemental Savings Plan also provides benefits for participants in the form of company matching contributions based on certain compensation amounts not included in the calculation of benefits payable under the 401(k) Plan because of limits under federal law on compensation ($285,000305,000 in 2020)2022). As required by Section 409A, deferrals must be elected in the calendar year preceding the year in which the compensation deferred is earned. Messrs. HuntsmanStryker and StrykerRogers did not defer any earnings into the Supplemental Savings Plan in 2020."SEMPP"“SEMPP”), a non-qualified plan that provided benefits not allowed under our money purchase pension plan (the "MPP"“MPP”) due to IRS compensation and allocation limits. The MPP was a tax-qualified broad-based employee savings plan that was merged into our 401(k) Plan on October 15, 2014. Contributions under the SEMPP and the MPP ceased September 1, 2014; however, some of our NEOs still maintain a balance in the SEMPP, which is reflected in the table below.20202022 under the Supplemental Savings Plan and the SEMPP. The NEOs cannot withdraw any amounts from their nonqualified deferred compensation balances for a period of six months following the date of their termination of employment or retirement. No withdrawals or distributions were made in 2020.2022. Name
Contributions
in Last FY(1)
Contributions
in Last FY(2)
Earnings
In Last FY(3)
Withdrawals/
Distributions
($)
Balance at
Last FYE(4) Peter R. Huntsman — $ 332,129(5) $ 427,090 — $ 14,175,693(6) Philip M. Lister $ 22,814 $ 80,699(7) $ 10,595 — $ 406,108(8) Anthony P. Hankins $ 82,242 $ 203,785(9) $ 164,027 — $ 5,034,700(10) David M. Stryker — $ 8,300(11) $ 4,363 — $ 81,817(12) R. Wade Rogers — $ 60,567(13) $ 49,335 — $ 791,704(14) Name Executive
Contributions
in Last FY(1) Huntsman
Contributions
in Last FY(2) Aggregate
Earnings in
Last FY(3) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE(4) $ 57,373 $ 236,434 (5) $ 783,541 — $ 13,810,082 (6) $ 247,743 $ 83,597 (7) $ 51,097 — $ 1,337,345 (8) $ 76,602 $ 121,073 (9) $ 153,085 — $ 4,354,498 (10) — $ 8,100 (11) $ 1,940 — $ 71,283 (12) $ 12,141 $ 49,730 (13) $ 54,421 — $ 779,244 (14) (1)20202022 set forth above."All“All Other Compensation"Compensation” column of the Summary Compensation Table for 20202022 set forth above.3,353,820, Mr. Douglas—$255,486,3,850,254, Mr. Hankins—$1,206,019,1,349,561, Mr. Stryker—$35,100,51,100, and Mr. Rogers—$67,670.147,757. We ceased contributions to the SEMPP as of August 31, 2014.$65,473$8,300 and a 6% nondiscretionary contribution of $170,960$323,829 to the Supplemental Savings Plan.$2,640,668$3,173,939 from our Supplemental Savings Plan and $11,169,414$11,001,754 from the SEMPP.$33,439$1,114 and a 6% nondiscretionary contribution of $50,158$49,585 to the Supplemental Savings Plan.$1,337,345$355,967 from our Supplemental Savings Plan.$48,429$81,514 and a 6% nondiscretionary contribution of $72,644$122,271 to the Supplemental Savings Plan.$3,541,197$4,188,540 from our Supplemental Savings Plan and $813,301$846,160 from the SEMPP.$8,100$8,300 to the Supplemental Savings Plan. 64 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT $71,283$81,817 from our Supplemental Savings Plan.$19,892$8,300 and a 6% nondiscretionary contribution of $29,838$52,267 to the Supplemental Savings Plan.$436,204$493,676 from our Supplemental Savings Plan and $343,040$298,028 from the SEMPP.70|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENT"Change“Change of Control"Control” or a termination of the participant'sparticipant’s service. Benefits paid upon a "Change“Change of Control"Control” are paid in a single lump-sumlump sum payment. Benefits payable upon a separation from service can be made (at the election of the participant) in either a single lump-sumlump sum payment or in substantially equal installments over a period selected by the participant that does not exceed 10 years. In addition, the participant may request distribution of all, or a portion of, the amounts credited to his account upon an "Unforeseeable“Unforeseeable Emergency."” Payments upon separation from service will be delayed six months in accordance with Section 409A in the event a participant is a "specified employee"“specified employee” for purposes of Section 409A. The Supplemental Savings Plan was amended on September 1, 2014 to increase the eligible match to 4% of pay. Additionally, for individuals who had been participants in the MPP or SEMPP plans, we provide a 6% non-discretionary contribution to the Supplemental Savings Plan. This non-discretionary contribution was implemented to offset the effect of discontinuation of all contributions to the MPP and SEMPP plans effective August 31, 2014. Mr. Douglas and Stryker were not eligible to participate in the MPP or SEMPP; therefore, they wereis not eligible to receive the 6% non-discretionary contributions intocontribution because he is a participant in the Supplemental SavingsHuntsman Defined Benefit Pension Plan."Change“Change of Control"Control” as the occurrence of either of the following events:"Change“Change of Control"Control” must also constitute a change in control for purposes of Section 409A."Unforeseeable Emergency"“Unforeseeable Emergency” if hethe participant suffers a severe financial hardship resulting from (1) an illness or accident with respect to him, histhe participant, the participant’s spouse or a dependent, (2) the loss of property due to casualty or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the participant'sparticipant’s control determined by us to constitute an unforeseeable emergency for purposes of Section 409A.participant'sparticipant’s separation from service except to the extent the participant is a "specified employee"“specified employee” for purposes of Section 409A in which case benefits will be delayed six months. A participant'sparticipant’s benefits vest on the earlier to occur of (1) completion of ten10 years of service, (2) termination on account of death, "Disability,"“Disability,” or on or after attainment of "Normal“Normal Retirement Age,"” or (3) termination without "Reasonable“Reasonable Cause." "Disability," "Normal” “Disability,” “Normal Retirement Age,"” and "Reasonable Cause"“Reasonable Cause” have the same meanings as set forth above in our description of the Supplemental Executive Retirement Plan under "—“—Pension Benefits in 2020,"2022,” except that a "Disability"“Disability” must also constitute a disability for purposes of Section 409A. Each of Messrs. Huntsman and Hankins is currently vested in his SEMPP benefit. Benefits are payable in one of the following forms elected by a participant:participant'sparticipant’s benefit value is based on the gains or losses of the investments they choose. No above market or preferential earnings are provided under our nonqualified defined contribution plans because all but one of the investment choices available under the plans are identical to the investment choices available in the 401(k) Plan. In the case of the investment choice not available in the 401(k) plan, the investment is a publicly available insured fixed rate product which the rate of return is pre-determined by the insurance provider for a prospective 12-month period. Consequently, none of the earnings reported in the "Nonqualified“Nonqualified Deferred Compensation in 2020"2022” table above are included in the Summary Compensation Table for 2020.2022. Participants may change their investment options at any time by contacting the plan record keeper.71|HUNTSMAN 2021 PROXY65 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT CHANGE OF CONTROL"Prior“Prior Stock Incentive Plan"Plan”); and"Executive“Executive Severance Plan"Plan”), we provide our executive officers, including our NEOs, (a) two times Base Compensation as severancecertain payments and (b) Pro-Rata Annual Bonus in order to attract and retain the executive talent necessary for our business. The level of severance is evaluated each year. Pursuant to our Executive Severance Plan, each participant is entitled to receive a single cash lump sum severance payment in the event ofbenefits upon a termination without Reasonable Cause or upon a termination by the executive for Good Reason."Reason (each, a “Qualifying Termination”). In the event of a Qualifying Termination, our NEOs are entitled to the following payments and benefits: (i) a lump sum cash payment equal to two times Base Compensation," (ii) continuation of medical benefits for U.S. participants for up to 18 months following termination (which will be in the form of a lump sum cash payment equal to the COBRA premium at the time of departure multiplied by the severance period multiplied by 100%), (iii) outplacement services for a period of one year or until the participant obtains substantially comparable employment, if earlier, and (iv) a Pro-Rata Annual Bonus paid on the date that annual bonuses are paid to similarly situated participants, but in no event later than March 15 of the calendar year following the calendar year in which the Qualifying Termination occurs. The level of severance is evaluated each year.""” generally means actual bonus amount, prorated based on the number of days employed by the employer during the year of termination, payable to the participant for a given calendar year pursuant to the employer'semployer’s cash performance bonus program as in effect from time to time.""” generally means: (1) the grossly negligent, fraudulent, dishonest, or willful violation of any law or the material violation of any of our significant policies that materially and adversely affects us, or (2) the failure of the participant to substantially perform histhe participant’s duties.""” generally means a voluntary termination of employment by the participant as a result of (1) a materially detrimental reduction or change to the job responsibilities or in the current base compensation of the Participant,participant, or (2) within a period of 12 months following a Change of Control, changing the participant'sparticipant’s principal place of work by more than 50 miles, in each case, which is not remedied by our Company within 30 days after receipt of notice."“Change of Control"” is defined pursuant to the 2016 Huntsman Stock Incentive Plan and generally means the occurrence of any of the following:The Executive Severance Plan also provides the continuation of medical benefits for U.S. participants for up to 18 months following termination (which will be in the form of a lump sum cash payment equal to the COBRA premium at the time of departure multiplied by the severance period multiplied by 100%), and outplacement services for a period of one year.72|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENTor if the participant is entitled to severance benefits under a separate agreement or plan maintained by us. 66 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT customary provisions requiringrestrictive covenants, including perpetual confidentiality and non-disparagement covenants and non-competition and non-solicitation of employees and non-disparagement.Withwith Mr. Huntsman.Plan.Huntsman'sHuntsman’s employment is terminated by us other than for Reasonable Cause or by him for Good Reason, in either case, within two years following a change of control, we will pay him (a) a lump sum cash amount equal to 2.9 times his then current Base Compensation, (b) Pro-Rata Annual Bonus andpaid on the date that annual bonuses are paid to similarly situated executives, but in no event later than March 15 of the calendar year following the calendar year in which the termination occurs, (c) the continuation of medical benefits for Mr. Huntsman for up to 18 months following termination (which will be in the form of a lump sum cash payment equal to the COBRA premium at the time of departure multiplied by the severance period multiplied by 100%).gross-upgross up provisions; however, the agreements do include a "best“best of net"net” provision, which provides that, if any payments or benefits to which Mr. Huntsman is entitled in connection with his termination are likely subject to the tax imposed by Section 4999 of the Internal Revenue Code, the payment will (1) be reduced such that Section 4999 does not apply or (2) paid in full, whichever produces the better net after tax position to Mr. Huntsman.definitiondefinitions of Base Compensation, Pro-Rata Annual Bonus, and Reasonable Cause as set forth above with respect to our Executive Severance Plan. A termination for Good Reason pursuant to the CEO Severance Agreement generally means voluntary termination of employment as a result of (1) the significant detrimental reduction or change to Mr. Huntsman'sHuntsman’s job responsibilities or in his current base compensation, or (2) a change in Mr. Huntsman'sHuntsman’s principal place of work by more than 50 miles from his principal place of work, which is not remedied by us within 30 days after receipt of notice."change“change of control"control” generally means (1) an acquisition of beneficial ownership by an individual, entity, or group of 20% or more of our then outstanding shares of common stock or of our outstanding voting securities (subject to certain exceptions), (2) a majority change in the incumbent directors of the Board, (3) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets (subject to certain limitations), or (4) a complete liquidation or dissolution of Huntsman.provisions requiringrestrictive covenants, including perpetual confidentiality and non-disparagement covenants and non-competition and non-solicitation of employees and non-disparagement.arrangements.Arrangements. As more fully described under "—“—Pension Benefits in 2020"2022” above, our executives are entitled to payments pursuant to the terms and conditions of the Huntsman Pension Plan or local variants and the Supplemental Executive Retirement Plan. In addition, pursuant to our Supplemental Savings Plan, upon a change of control (as defined in the Supplemental Savings Plan), participants, including the NEOs, may elect to receive the present value of the benefits payable to them under this plan. Amounts payable under the Supplemental Savings Plan and SEMPP are described under "—“—Nonqualified Deferred Compensation in 2020"2022” above. As described under "—“—Pension Benefits in 2020"2022” above, pursuant to the Huntsman Pension Scheme (U.K.), Mr. Hankins is entitled to receive annual benefits of 2/∕3 of pensionable compensation.Hankins'Hankins’ benefits would be 75% of pensionable compensation until age 65. Mr. Hankins is entitled to a minimum death benefit equal to 66.6% of the accrued benefit and a lump sum equal to eight times pensionable compensation.Incompensation.In addition, as a citizen of the U.K., Mr. Hankins is an entitled participant in the U.K. business severance plan. At the time of a termination, payout potential from both the Executive Severance Plan and the U.K. business plan would be considered, then the plan generating the more generous payout would be used. Mr. Hankins is entitled to 12 months'months’ notice and U.K. statutory severance pay of $20,737.$22,955. The Executive Severance Plan provides greater severance amounts than the U.K. business73|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT"Reasonable Cause"“Reasonable Cause” or upon a termination by the executive for "Good“Good Reason." 67 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 31, 202030, 2022 (the last trading day of fiscal 2020)year 2022) of $25.14.$27.48. The actual amounts we will be required to disburse can only be determined at the time of the applicable circumstance. Payment Type Peter R.
Huntsman Philip M.
Lister Anthony P.
Hankins David M.
Stryker R. Wade
Rogers INVOLUNTARY TERMINATION WITHOUT REASONABLE CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON Cash Severance $ 10,540,000 $ 2,640,000 $ 4,556,482 $ 2,687,969 $ 2,122,906 Health & Welfare(1) $ 40,722 $ 40,722 $ 40,722 $ 40,722 $ 40,722 Outplacement Services(2) $ 8,400 $ 8,400 $ 8,400 $ 8,400 $ 8,400 TOTAL TERMINATION BENEFITS $ 10,589,122 $ 2,689,122 $ 4,605,604 $ 2,737,091 $ 2,172,028 CHANGE OF CONTROL Accelerated Equity Awards $ 17,502,784(3) $ 1,617,916(4) $ 4,216,299(5) $ 2,981,149(6) $ 2,277,093(7) INVOLUNTARY TERMINATION WITHOUT REASONABLE CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL Cash Severance 14,212,000(8) — — — — Health & Welfare(1) 40,722 — — — — TOTAL TERMINATION BENEFITS 14,252,722 — — — — Payment Type Peter R.
Huntsman Sean
Douglas Anthony P.
Hankins David M.
Stryker R. Wade
Rogers $ 9,350,000 $ 2,600,000 $ 3,830,104 $ 2,314,572 $ 1,795,361 $ 37,290 $ 33,783 $ 37,290 $ 37,290 $ 37,290 $ 8,400 $ 8,400 $ 8,400 $ 8,400 $ 8,400 $ 9,395,690 $ 2,642,183 $ 3,875,794 $ 2,360,262 $ 1,841,051 $ 15,660,963 (3) $ 2,904,137 (4) $ 3,142,097 (5) $ 2,478,075 (6) $ 1,706,916 (7) $ 13,022,000 (8) — — — — $ 37,290 — — — — $ 13,059,290 — — — — (1)20202022 by 18.2020.2022. An acceleration of Mr. Huntsman's 265,639Huntsman’s 201,024 unvested shares of restricted stock would have an estimated value of $6,678,164$5,524,140 and 313,699422,661 target unvested performance share units would have an estimated value of $7,886,393.$11,614,724. In addition, an acceleration of Mr. Huntsman's 405,258Huntsman’s 61,266 unvested options would have an estimated value of $1,096,406$363,920 on December 31, 2020.DouglasLister requires the approval of the Compensation Committee, which we assume for purposes of this table would have occurred on December 31, 2020.2022. An acceleration of Mr. Douglas's 50,054Lister’s 22,473 unvested shares of restricted stock would have an estimated value of $1,258,358$617,558 and 56,94433,653 target unvested performance share units would have an estimated value of $1,431,572.$924,784. In addition, an acceleration of Mr. Douglas's 75,076Lister’s 13,460 unvested options would have an estimated value of $214,207$75,573 on December 31, 2020.2020.2022. An acceleration of Mr. Hankins' 54,219Hankins’ 48,780 unvested shares of restricted stock would have an estimated value of $1,363,066$1,340,474 and 61,512101,602 target unvested performance share units would have an estimated value of $1,546,412.$2,792,023. In addition, an acceleration of Mr. Hankins' 81,187Hankins’ 14,108 unvested options would have an estimated value of $232,619$83,802 on December 31, 2020.2020.2022. An acceleration of Mr. Stryker's 42,332Stryker’s 34,248 unvested shares of restricted stock would have an estimated value of $1,064,226$941,135 and 49,18371,971 target unvested performance share units would have an estimated value of $1,236,461.$1,977,763. In addition, an acceleration of Mr. Stryker's 63,831Stryker’s 10,480 unvested options would have an estimated value of $177,388$62,251 on December 31, 2020.2020.2022. An acceleration of Mr. Rogers' 29,532Rogers’ 26,169 unvested shares of restricted stock would have an estimated value of $742,434$719,124 and 49,18354,952 target unvested performance share units would have an estimated value of $837,288.$1,510,081. In addition, an acceleration of Mr. Rogers' 43,780Rogers’ 8,062 unvested options would have an estimated value of $127,194$47,888 on December 31, 2020.Huntsman'sHuntsman’s Base Compensation, (b) Pro-Rata Annual Bonus, and (c) the continuation of medical benefits for Mr. Huntsman for up to 18 months following termination. See "—“—Severance Agreement with Mr. Huntsman."” 68 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2020.2022.
Securities to Be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(A)
Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights
(B)
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (A))
(C) Plan Category ($) (#) 5,836,216 $ 21.93 6,480,753 Equity compensation plans not approved by security holders: — — — Number of
Securities to Be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(A) Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants
and Rights
(B) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (A))
(C) Plan Category (#)(1) ($) (#) 6,782,220 $ 20.39 7,425,375 — — — (1)4,806,7623,412,959 outstanding options and 1,975,4582,423,257 undelivered full value awards (including 1,137,5782,063,900 outstanding performance share units at the maximum level, 411,024253,072 unvested phantom shares, and 426,856106,285 vested stock units). If performance share units were delivered at target, this figure would include 4,806,7623,412,959 outstanding options and 1,406,6691,348,814 undelivered full value awards (including 568,789989,457 outstanding performance share units, 411,024253,072 unvested phantom shares, and 426,856106,285 vested stock units). Does not include 871,642705,384 shares of unvested restricted stock.69 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2020.2022. Mr. Ferrari served as Division President, Performance Products of Huntsman Corporation from 2008 to 2011. None of the members of the Compensation Committee was an officer or employee of our Company during 20202022 or had any substantial business dealings with our Company or any of its subsidiaries. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Board or the Compensation Committee of our Company.2020,2022, our last completed fiscal year:$91,725;$85,604; and20202022 Summary Compensation Table included in this Proxy Statement, was $13,529,958. 20202022 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 148156 to 1.steps. 70 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 76|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT Jurisdiction Jurisdiction Number of Employees Argentina Argentina 23 Australia 30 Austria 1 Bangladesh 10 Chile 2 Colombia 61 Czechia 45 Egypt 1 El Salvador 2 France 22 Guatemala 35 Honduras 12 Hong Kong 25 Japan 26 Kazakhstan 2 Lithuania 1 Luxembourg 3 Pakistan 10 Poland 11 Republic of Korea 22 Serbia 1 Spain 64 Sri Lanka 1 Sweden 4 Ukraine 2 United Arab Emirates 22 Vietnam 40 Total Total 478 "de“de minimis exemption"exemption” adjustment as described above, consisted of approximately 9,102 individuals.cost of livingcost-of-living adjustments in identifying the median employee. of the elements of our median employee'semployee’s compensation for 20202022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S K, resulting in annual total compensation of $91,725.$85,604. The difference between such employee'semployee’s salary and wages and the employee'semployee’s annual total compensation represents (i) the estimated value of such employee'semployee’s health care benefits (estimated for the employee and such employee'semployee’s eligible dependents at $5,261;$5,403); (ii) contributions in the amount of $8,841$5,744 that we made on the employee'semployee’s behalf to our pension plan in 2020;2022; and (iii) $9,405$7,996 representing the estimated change in annualized value of our pension plan for our median employee.77|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT 71 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Year Summary
Compensation
Total for CEO
Compensation
Actually Paid(1)
Summary
Compensation
Total for
other NEOs(2)
Compensation
Actually
Paid to other
NEOs(2)(3) Value of initial fixed $100
investment based on: Net
income
(in millions)
EBITDA
(in millions) TSR
TSR(4) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 $ 13,380,023 $ 9,930,303 $ 3,226,669 $ 2,587,195 $ 123.98 $ 95.56 $ 523 $ 1,155 2021 $ 14,066,141 $ 27,231,888 $ 3,332,561 $ 5,722,056 $ 153.01 $ 118.16 $ 1,104 $ 1,246 2020 $ 13,529,958 $ 11,564,462 $ 3,015,150 $ 3,598,382 $ 107.53 $ 108.11 $ 1,066 $ 605 CEO
Year Summary
Compensation
Total for CEO
Date Fair Value of
Equity Awards(a)
Adjustments(b)
Change in the
Actuarial
Present Value
of Pension
Benefits(c)
Benefit
Adjustments(d) CEO Compensation
Actually Paid 2022 $ 13,380,023 $ (8,300,053) $ 4,112,786 — $ 737,547 $ 9,930,303 2021 $ 14,066,141 $ (8,000,000) $ 20,750,310 — $ 415,437 $ 27,231,888 2020 $ 13,529,958 $ (7,600,011) $ 7,509,173 $ (2,623,213) $ 748,555 $ 11,564,462 Equity
Type Fair Value of Current
Year Equity Awards
at Year End Change in Value of
Prior Equity Awards
Unvested at
Year End Change in Value of
Prior Awards Vested
Current Year Dividend
Adjustments Equity Value Included
in Compensation
Actually Paid (a) (b) (c) (d) (e) = (a) + (b) + (c) + (d) 2022 $ 6,031,897 $ (3,124,078) $ 682,907 $ 522,059 $ 4,112,786 2021 $ 12,039,187 $ 7,536,039 $ 938,820 $ 236,265 $ 20,750,310 2020 $ 8,901,061 $ (99,868) $ (1,797,596) $ 505,576 $ 7,509,173 Other NEOs
Year Summary
Compensation
Total for
other NEOs
Date Fair
Value of Equity
Awards(a)
Adjustments(b)
in the Actuarial
Present Value of
Pension Benefits(c)
Benefit
Adjustments(d) Other NEOs
Compensation
Actually Paid 2022 $ 3,226,669 $ (1,438,267) $ 712,459 — $ 86,335 $ 2,587,195 2021 $ 3,332,561 $ (1,401,403) $ 3,312,308 $ 427,847 $ 50,743 $ 5,722,056 2020 $ 3,015,150 $ (1,412,500) $ 1,488,707 $ 452,331 $ 54,694 $ 3,598,382 72 HUNTSMAN 2023 PROXY
PART 6HUNTSMAN CORPORATION: PROXY STATEMENT
AUDIT COMMITTEE MATTERS Equity
Type Fair Value of Current
Year Equity Awards
at Year End Change in Value of
Prior Equity Awards
Unvested at Year End Change in Value of
Prior Awards Vested
Current Year Dividend
Adjustments Equity Value Included
in Compensation
Actually Paid (a) (b) (c) (d) (e) = (a) + (b) + (c) + (d) 2022 $ 1,045,233 $ (487,466) $ 93,752 $ 60,939 $ 712,459 2021 $ 2,100,801 $ 1,061,532 $ 122,926 $ 27,049 $ 3,312,308 2020 $ 1,654,307 $ (13,009) $ (209,516) $ 56,926 $ 1,488,707 Performance Measure Relative TSR Adjusted EBITDA Free cash flow Optimization Program EH&S compliance 73 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT ![[MISSING IMAGE: bc_capvstsr-pn.jpg]](/files/DEF 14A/0001104659-23-034590/bc_capvstsr-pn.jpg)
![[MISSING IMAGE: bc_netincome-pn.jpg]](/files/DEF 14A/0001104659-23-034590/bc_netincome-pn.jpg)
74 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2022 2021 Audit Fees(1) $ 7.4 $ 6.2 Audit-Related Fees(2) $ 0.6 $ 0.3 Tax Fees(3) $ 2.5 $ 2.9 All Other Fees(4) $ 0.4 $ 0.1 Total $ 10.9 $ 9.5 2020 2019 $ 6.1 $ 6.0 $ 0.7 $ 0.5 $ 4.0 $ 2.5 $ 0.3 $ 1.2 $ 11.1 $ 10.2 (1)joint venturecarve out audit related to our Textile Effects business and statutory audits required internationally. registration statements, comfort letters, financial accounting and reporting consultations, and merger and acquisition due diligence advisory services regarding the potential acquisition of certain assets.engagements regardingsustainability reporting and attestation reporting on 2021 sustainability and in 2022 advisory services related to the separationsale of the Advanced Materials do-it-yourself (DIY) business in India.Textile Effects business.year'syear’s expenditures, consistent with the SEC'sSEC’s accountant fee disclosure requirements. 76 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT (the "Committee") of the Board of Directors (the "Board") of Huntsman Corporation ("Huntsman"“Committee”) assists the Board in fulfilling its oversight responsibilities with respect to the external financial reporting process and the adequacy of Huntsman'sHuntsman’s internal controls over financial reporting and related disclosure controls and procedures, areas for which management has primary responsibility. Specific responsibilities of the Committee are set forth in the Audit Committee Charter, a copy of which can be found on Huntsman'sHuntsman’s website at www.huntsman.com.Huntsman'sHuntsman’s audited financial statements with accounting principles generally accepted in the United States and for issuing its report on Huntsman'sHuntsman’s internal control over financial reporting. All audit and non-audit services provided to Huntsman by the independent registered public accounting firm are pre-approved by the Committee or by the Chair of the Committee pursuant to delegated authority, and the Committee considers the compatibility of such non-audit services with the independent registered public accounting firm'sfirm’s independence.Huntsman'sHuntsman’s operations and industry. Based on these evaluations, the Committee decided to engage Deloitte & Touche LLP as Huntsman'sHuntsman’s independent registered public accounting firm for the year ending December 31, 2021.2023. Although the Committee has the sole authority to appoint the independent registered public accounting firm, the Committee has continued its long-standing practice of recommending that the Board ask stockholders to ratify the appointment of the registered public accounting firm at Huntsman'sHuntsman’s annual meeting of stockholders.Huntsman'sHuntsman’s audited financial statements for the year ended December 31, 20202022 with Huntsman'sHuntsman’s management. The Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) and the SEC. The Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP'sLLP’s communications with the Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence.Huntsman'sHuntsman’s audited financial statements for the year ended December 31, 20202022 be included in Huntsman'sHuntsman’s Annual Report on Form 10-K for the year ended December 31, 2020.2022.
Sonia Dulá (member since May 2022)
Curtis E. Espeland (member since May 2022)
David B. Sewell (member since May 2022)
Jan E. Tighe AUDIT COMMITTEE,M. Anthony Burns, ChairMary C. BeckerleSir Robert J. MargettsJan E. Tighe79|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENT 77 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT PART 7 PART 7PROPOSALS TO BE VOTED ON AT THE MEETING PROPOSALS TO BE VOTED ON AT THE MEETING The sizethe Board is currently set at eleven.our Board. All directors are elected or appointed to serve until the 2021 annual meeting.Annual Meeting. The Governance Committee has recommended, and the Board has unanimously nominated, Peter R. Huntsman, Nolan D. Archibald, Dr. Mary C. Beckerle, M. Anthony Burns, Sonia Dulá, Curtis E. Espeland, Cynthia L. Egan, Daniele Ferrari, Sir Robert J. Margetts, Jeanne McGovern, Wayne A. Reaud,José Muñoz, David B. Sewell and Retired Vice Admiral Jan E. Tighe for election. For additional information regarding the Board’s director nominees, please see the “Board of Directors—Director Nominees” section of this Proxy Statement. Each elected director will serve until our 2022 annual meeting,2024 Annual Meeting, until a successor is elected and qualified, or until his or her earlier death, resignation or retirement.The nominees receiving a majority of the votes cast at the Annual Meeting for the election of directors will be elected as directors. TheseAbstentions, withhold votes and any broker non-votes along with any abstentions, will not affect the outcome of the vote on the election of a director.Although we have noIf for some reason to believe that any of the Board’s director nominees are unable to serve, or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be unablevoted in favor of the Board’s remaining nominees. In the alternative, the Board may instead reduce the number of directors comprising the Board, as permitted by the Bylaws. If any substitute nominees are designated prior to the Meeting, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, should anyand includes certain biographical and other information about such nominees required by the rules of the nominees become unable to serve prior to the Annual Meeting, the proxies will be voted for the election of such other persons as may be nominated by the Board. 78 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Securities Exchange Act, of 1934, we are submitting a proposal to our stockholders for a non-binding advisory vote to approve the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our NEOs. Currently, our stockholders are given the opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with our 2022 annual meeting.executive'sexecutive’s compensation with our Company'sCompany’s business strategy and the interests of our stockholders and providing incentives intended to attract, motivate and retain key executives who are important to our long-term success. We view pay for performance as a critical element of our overall executive compensation philosophy. Consistent with this philosophy, a significant portion of the total compensation for each of our NEOs is related to our earnings and to other performance factors that are intended to measure our progress against the goals of our strategic and operating plans and the long-term performance of our common stock."20212023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosures."These brokerBroker non-votes, if any, will have no effect on the vote.NEOs'NEOs’ compensation as disclosed in this Proxy Statement, we will consider our stockholders'stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.79 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT
AS THE PREFERRED FREQUENCY FOR ADVISORY VOTES ON EXECUTIVE COMPENSATION 80 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 2021.2023. Deloitte & Touche LLP has served as our auditor since 1984. The Audit Committee has been advised by Deloitte & Touche LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in us or our subsidiaries. As a matter of good corporate governance, the Audit Committee has determined to submit its selection of Deloitte & Touche LLP to stockholders for ratification.hold your shares inare a street name stockholder and you do not provide timelyyour brokerage firm with voting instructions, your broker may exercise discretionary authority, thereby avoiding a broker non-vote. 81 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 4—5: APPROVE THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
LIMITED LIABILITY OF OFFICERS
proposal to approve the Second Amended and Restated Certificate of Incorporation. 82 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENTHuntsmanus for action at the Annual Meeting by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278. Mr. Chevedden has submitted documentation indicating that he is the beneficial owner of no fewer than 100 shares of our common stock.Chevedden. This proposal will be voted on at the annual meetingAnnual Meeting only if properly presented by or on behalf of Mr. Chevedden.Chevedden'sChevedden’s proposed resolution and supporting statement are set for theforth below in the form that we received them:Proposal 4—them, with the graphic added at his request:Right to Act by Written Consent![[MISSING IMAGE: ic_sharehold-4c.jpg]](/files/DEF 14A/0001104659-23-034590/ic_sharehold-4c.jpg)
our boardthe Board seek shareholder approval of directors take such steps as mayany senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.necessary to permit written consent by shareholders entitled to castjustified but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests.minimum number of votes that would be necessary to authorizeCEO is terminated he could receive $44 million in termination pay—over 10 times his base salary plus short-term bonus. In the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.This proposal topic won 95%-support at a Dover Corporation shareholder meeting and 88%-support at an AT&T shareholder meeting.This proposal topic also won more than 43%-support at our 2020 shareholder meeting. This 43% support may have represented a majority vote from the shares that have access to independent proxy voting advice. And the 43%-vote was in spiteevent of a misleading management statement next tochange in control, the proposal.Management rested its ill-placed opposition to this proposal topic on its own mythical concoction of written consentsame person could receive a whopping $124 million in accelerated equity payouts even if he remained employed.proposal is not about.Management also said 25% of shares can call a special shareholder meeting and failed to mention that all shares held for less than one unbroken year are totally disqualified. The owners of 25% of qualifying shares might determine that they own 51% of the company after all their stock is included regardless of length of stock ownership.This 2020 management text also said special shareholder meetings are a "forum for open discussion of the proposed stockholder action." This has been completely blown out of the water by the onslaught of tightly controlled online shareholder meetings:With the near universal use of tightly controlled online annual shareholder meetings, which canexcessive pay type situation be only 10-minutes of boilerplate, shareholders are severely restricted in engaging with management and making their views known because all challenging questions and comments can be screened out.Shareholders could be prevented from constructive criticism ofavoided at Huntsman since management pay beingwas rejected by 20%15% of shares in 20202022 when a 10%5% rejection is often the norm. The chairnorm at well performing companies. A 15% rejection is all the worse since the Huntsman stock is a poor performer compared to its $34 price in 2018.the management pay committee, Wayne Reaud,Excessive Termination Pay received the second highest negative votes in 2020.The Goodyear shareholder meeting was spoiled by a trigger-happy management mute button for shareholders. And AT&T would not allow shareholders to speak.
AbbVie (ABBV)
FedEx (FDX)
Spirit AeroSystems (SPR)
Alaska Air (ALK)
Fisery (FISV)see:Goodyear's virtual meeting creates issues with shareholderhttps://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholderPlease see:AT&T investors denied a dial-in as annual meeting goes onlinehttps://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928Online meetings also give management a blank check to make false statements. For instance management at scoresvote yes:2020 online annual meetings falsely stated that there were no more shareholder questions. Online shareholders were powerless to point out that their questions were not answered.Please see:Schwartz-Ziv, Miriam, How Shifting from In-Person to Virtual Shareholder Meetings Affect Shareholders' Voice (August 16, 2020)83|HUNTSMAN 2021Excessive Termination Pay—Proposal 683 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Available at SSRN: https://ssrn.com/abstract=3674998 orhttp://dx.doi.org/10.2139/ssrn.3674998Now more than ever shareholders need to have the option to take action outside of a shareholder meeting since tightly controlled online shareholder meetings are a shareholder engagement wasteland.Please vote yes:Shareholder Right to Act by Written Consent—Proposal 4THE BOARD RECOMMENDS A VOTE "AGAINST" THE STOCKHOLDER PROPOSALREGARDING ACTION BY WRITTEN CONSENTDIRECTORS'DIRECTORS’ STATEMENT IN OPPOSITIONthat our stockholders are better served by holding meetings where all stockholders are offered:•a transparent forum on a date that has been publicly announced in advance of the meeting; •a forum for open discussion of the proposed stockholder action; •dissemination of accurate and complete information in a proxy statement sent to all stockholders in advance of the meeting; and •the ability of the Board to provide a considered recommendation.The Board therefore recommends a vote AGAINST Proposal 4 for the following reasons:Our Existing Corporate Governance Structure Provides More Than Sufficient Opportunities for Transparent Stockholder ActionGiven our current governance procedures, the Board believes the adoption of this proposal is not only inappropriateunnecessary, but also unnecessary because stockholders have ample opportunitynot in the best interest of the Company and its stockholders.take action atpost-termination compensation of executive officers. The following discussion highlights these policies and practices, including the fact that we already adopted a properly called stockholders' meeting. Our governance documents allow stockholders to nominate persons for election topolicy prohibiting cash severance payments exceeding 2.99 times base salary and annual bonus without stockholder approval. As such, the Board or propose other businessbelieves the limitations imposed under the Proposal are unnecessary in light of our existing policies and practices and would unduly restrict our ability to be considered at anremain competitive with our peers and to design appropriate pay packages and address specific circumstances as needed.or special meeting calledtarget bonus without stockholder approval.Board. Adoption of Lower Special Meeting ThresholdOn October 28, 2020, based on management's recommendation, our Board approved an amendment to our Bylaws that lowered the ownership threshold to call a Special Meeting of Stockholders to 15% of outstanding shares of capital stock.Our Bylaws previously contained a 25% ownership threshold for requesting a special meeting of stockholders. As part of our regular ongoing review of our corporate governance practices, our management carefully considered the appropriate threshold for shareholders to request a special meeting. After considering evolving governance practices, as well as our investor feedback and previous shareholder votes on the action to adopt shareholders' right to act by written consent, our Board and management believed that a 15% threshold more appropriately struck a balance between enhancing shareholder access and minimizing the potential harms associated with allowing a small number of shareholders to call special meetings. Our existingBoard and reflects our long-standing approach on executive termination pay. The Severance Compensation Policy requires Huntsman to seek stockholder right to call special meetings at a 15% threshold allows stockholders a meaningful opportunity to propose actions without waiting for our nextapproval before paying certain types of cash severance benefits that would exceed 2.99 times the sum of the executive officer’s base salary and annual meeting. A special meeting is preferable to action by written consent because a meeting allows all stockholders to participate in, and discuss target bonus—merits of, a proposed action, and allowsvery same ratio that the Board to make a thoughtful recommendation about the action.Proposal contemplates. The Board believes that having a special meeting right at 15% strikesour Severance Compensation Policy, which is more carefully tailored than the overly broad Proposal, coupled with our existing severance plans, strike the right balance between shareholder rights and being able to be competitive in the market for talent. Any new or amended employment agreement, severance agreement or similar arrangement with any of our executive officers, and any new or amended severance plans or policies will not permit for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary and annual target bonus without first seeking stockholder approval of such payment.itcontemplated by the Proposal). As a result, the current policy enables Huntsman to offer applicable post-termination benefits in situations we believe are appropriate, such as upon termination of Huntsman employment in connection with our transfer of a business operation to a successor employer. This is a low enough thresholdscenario where we believe acceleration of equity vesting is appropriate and should not be subject to provide a meaningful right for stockholders to act between annual meetings yet high enough to preventspecific shareholder approval beyond the general say-on-pay advisory vote that we hold annually.stockholder (or small groupinstance thereof. In point of stockholders) from acting without broad stockholder support.84|HUNTSMAN 2021 PROXY
The Proposal’s limits on equity compensation go too far.HUNTSMAN CORPORATION: PROXY STATEMENTActionWritten Consent Could Deny All Stockholdersincluding the Right to Transparent Decision MakingOur governing documents require all actions by stockholdersvalue of this benefit in the amount of “severance or termination payments” to be considered at a meeting of stockholders. This requirement assures allapplied against the limit. However, our stockholders receive advance notice ofhave already voted on and given the proposed action, as well as an opportunity to discuss and consider all points of view.The proposed process could:•result in certain stockholders being deniedBoard the ability to be informed about, vote onaccelerate vesting of equity awards under our Stock Incentive Plans, which we believe indicates that stockholders recognize that the Board needs the flexibility to design appropriate pay packages and address specific circumstances, as further outlined below.otherwisedeath or disability.a say on proposed stockholder actions; •enable a bare majority of stockholders to take action on a proposal without the benefit of hearing the views, questions and opinions of other stockholders; •potentially result in multiple contradictory consents being solicited simultaneously, creating administrative and financial burdens for the company and also puttingbeen widely approved by our stockholders, at riskpermit the acceleration of confusion; and •disenfranchise stockholdersoutstanding equity awards in connection with smaller holdings,a change in particular in a consent solicitation that does not require their involvement to achieve majority support.In addition, action by written consent could be used to promote the self-interests of some stockholders that are not consistent with the long-term interests of our company and all other stockholders.control. The Board believes that allthe possibility of providing this change in control severance benefit encourages executive officers to remain with Huntsman during a potential change in control, which further aligns their interests with those of our stockholders when evaluating any such potential transaction. 84 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT havebe motivated to focus their full energy on pursuing this alternative, even if it is likely to result in the opportunity to consider, discuss and vote on pending stockholder matters throughtermination of their employment.transparent forum of a stockholders' meeting, where stockholders may consider arguments for and against any action and have a meaningful and structured opportunity to exchange views with the Board.Board's View Aligns with Recent Stockholder Feedback on this IssueThis same proposal, which was presented by the same stockholder, has not received majority support three years in a row at our annual meetings. For eachcalculation of the last three years, we engaged in substantialproposed limit on “severance or termination benefits,” the Proposal discourages the use of long-term equity incentive awards, which are tied to maximizing long-term stockholder outreachvalue and help us to recruit and retain executive talent.better informrealize the Boardfull value of our stockholders' current viewstheir previously granted equity awards upon death, disability or retirement, which are described on page 63 of this matter. The outreach resulted in positive conversations, which included extensive discussions of the positive and negative aspects of our existing special meeting rights compared to the written consent rights. Overall, our stockholders appreciated our overall governance structure and expressed a preference for the right to call a special meeting over the ability to act by written consent because while both provide stockholders an avenue to be heard outside the annual meeting cycle, only special meetings provide additional protections for all stockholders.We have a strong corporate governance structure and record of accountabilityThe Board has also taken several other actions to promote effective corporate governance and has demonstrated responsiveness to the views and concerns of stockholders, including:•Lowered Special Meeting Threshold: In 2020, the Board approved an amendment to our Bylaws that lowered the ownership threshold to callProxy Statement. Since calling a special meeting of stockholders from 25%to obtain stockholder approval of outstanding sharessuch accelerated vesting would be expensive and impractical, the Board believes the Proposal would have the effect of capitaldiscouraging the use of long-term equity incentive awards and would directly conflict with the objectives of our executive compensation program. It could also have an adverse impact on our ability to recruit and retain executive talent, as it would put us at a competitive disadvantage against other companies who do not face similar restrictions or uncertainty regarding their ability to offer termination protection.15%the multi-year performance and/or vesting requirements, all of outstanding sharesour long-term incentives support the goal of capital stock. •Proxy Access: In 2016,retaining our executive officers. Equity awards comprise a significant portion of our executive officers’ total compensation and are granted and accepted with the expectation that the executive officers will be given a fair opportunity to realize the full value of these awards.responsethe context of negotiating an employment agreement with an external hire for an executive officer leadership position, particularly when a sign-on or similar one-time equity award is part of the overall compensation package necessary to induce the individual to leave a successful and well-compensated role at another company. As a result, implementing the Proposal may interfere with our ability to make binding offers of employment, including for roles that can have significant impact on our performance and results. Requiring sign-on packages for “any senior manager” to be approved by stockholders would not allow us to be nimble and competitive in the recruiting process, and candidates would not be willing to have their hiring be subject to a subsequent stockholder proposal, we adopted a proxy access provisionapproval. Similar dynamics can exist in developing packages to retain employees. The delay, uncertainty and expense of seeking stockholder approval in such circumstances demonstrate the impracticality of this Proposal.allows a stockholder orcould accompany the policy requested by this Proposal, none of the other companies in Huntsman’s compensation peer group disclose having this type of stockholders, who comply with certain requirements,policy. Adopting the broad approach this Proposal suggests would disadvantage Huntsman relative to nominate candidates for service on the Board and include those candidatesour peers in our proxy materials. •Majority Vote Requirements:ability to recruit and retain the best available executive talent. 85 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT abilityopportunity to amendaddress those practices through our Bylaws, Charter,annual advisory vote on executive compensation. In addition, in the event of any merger, acquisition or other similar event, stockholders would have a further opportunity to express their views on any compensation to our named executive officers in connection with that transaction. In sum, our Board believes that our current executive compensation policies and approve mergers bypractices, including our plans and policies governing post-termination compensation, are reasonable, appropriate and effectively align the interests of our executive officers with those of our stockholders. Adoption of this Proposal could create a simple majority vote. •Majority Voting Standardmisalignment between those interests and prevent us from effectively recruiting, motivating and retaining critical talent, and therefore would not be in director elections: Our governing documents provide for majority voting in uncontested director elections, as well as a Director Resignation policy. •Annually elected Board: All membersthe best interests of our stockholders.are elected on an annual basis.SummaryThe Board of Directors believes that adoption of the proposal is unnecessary because of our commitment to good corporate governance and the right of stockholders to call special meetings. The Board alsounanimously believes that this proposal would circumvent existing protectionsProposal is not in the best interests of Huntsman or our stockholders, and procedural safeguards provided to all stockholders by stockholder meetings.86 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 20222024 ANNUAL MEETINGYEAR'SYEAR’S PROXY STATEMENT2022 annual meeting2024 Annual Meeting may do so by following the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934.Act. In general, to be eligible for inclusion in our proxy materials, stockholder proposals must be received by our Corporate Secretary at our principal executive offices (located at 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com) no later than Thursday, November 18, 2021.NOMINATION AND STOCKHOLDER PROPOSALS FOR PRESENTATION AT THE 2022 ANNUAL MEETINGIn additionNOMINATIONS TO BE INCLUDED IN NEXT YEAR’S PROXY STATEMENTproposals submitted pursuantor a group of up to 20 stockholders (with funds having specified relationships constituting a single stockholder), who own (as defined in our Bylaws) three percent or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director candidates constituting up to two directors or 20% of the Board (rounded down to the nearest whole number), whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements of Rule 14a-8 as specified above, and as more specifically provided forin our Bylaws (including similar information requirements to those set forth in Section 2.8 of our BylawsBylaws). If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in the "proxy access"Company’s proxy statement for the 2024 Annual Meeting pursuant to these proxy access provisions in Section 2.14 of our Bylaws, for a nomination of persons for election to the Board or a proposal of business to be properly brought before the 2022 annual meeting, itwritten notice must be either specified inreceived by the notice of the meeting given by our Corporate Secretary or otherwise brought before the meeting by or at the direction of the Board or by a stockholder entitled to vote and who complies with the applicable notice procedures set forth in our Bylaws. A stockholder of record making a nomination for election to the Board or a proposal of business for the 2022 annual meeting must deliver proper notice to our Corporate Secretary (c/c/o Corporate Secretary, Huntsman Corporation, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 and to CorporateSecretary@huntsman.com) notno earlier than the close of business on the 120th calendar day prior to the first anniversary of the date of the 2021 Annual Meeting nor later than the close of business on the 90th calendar day prior to the first anniversary of the 2021 Annual Meeting. In other words, for a stockholder nomination for election to the Board (either pursuant to Section 2.8 of our Bylaws or the "proxy access" provisions of our Bylaws) or a proposal of business to be considered at the 2022 annual meeting, it should be properly submitted to our Corporate Secretary no earlier than Wednesday, December 29, 202123, 2023 and no later than the close of business on Friday, January 28, 2022. If22, 2024. However, if the date of the 2024 Annual Meeting is more than 30 days before or more than 70 days after the first anniversary of the date of the Annual Meeting, such written notice must be received by the Corporate Secretary at c/o Corporate Secretary, Huntsman Corporation, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 no later than the close of business on the later of the 120th day prior to the date of the 2024 Annual Meeting or the 10th day following the date we first publicly announce the date of 2024 Annual Meeting. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws. For additional information about stockholder nominations and proposals, see “Corporate Governance—Director Nomination Process.”2022 annual meeting2024 Annual Meeting is more than 30 calendar days before April 28, 2022 or more than 70 calendar days after April 28, 2022,the first anniversary of the date of the Annual Meeting, then stockholder nominations and proposalssuch notice must be delivered to, or mailed and received at, c/o Corporate Secretary, Huntsman Corporation, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 no earlier than the close of business on the 120th calendar day prior to the date of the 2022 annual meeting2024 Annual Meeting and not later than the close of business on the later of the 90th calendar day prior to the date of the 2022 annual meeting2024 Annual Meeting or the 10th calendar day following the calendar day on which public announcement of the date of 2022 annual meeting2024 Annual Meeting is first made by us. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws. For additional information about stockholder nominations and proposals, see "Corporate“Corporate Governance—Director Nomination Process."86|HUNTSMAN 2021 PROXYContentsthe Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act (the universal proxy rules), stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to the Corporate Secretary that sets forth all the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices no later than February 21, 2024.HUNTSMAN CORPORATION: PROXY STATEMENT 87 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT PART 8 PART 8ADDITIONAL INFORMATION ADDITIONAL INFORMATION March 4, 2021February 27, 2023 by:"beneficially owned"“beneficially owned” by a person if the person directly or indirectly has or shares voting power or investment power (including the power to dispose) over the shares, whether or not the person has any pecuniary interest in the shares, or if the person has the right to acquire voting power or investment power of the shares within 60 days, including through the exercise of any option, warrant or right. In accordance with the regulations of the SEC, in computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of common stock subject to options or other rights held by the person that are currently exercisable or exercisable within 60 days of March 4, 2021.February 27, 2023. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Beneficially Owned(1) Name of Beneficial Owner Shares 5% OR MORE BENEFICIAL OWNERS: The Vanguard Group, Inc.(3) 18,405,476 10.0% BlackRock, Inc.(4) 13,226,319 7.2% DIRECTORS AND NAMED EXECUTIVE OFFICERS: Peter R. Huntsman(5) 8,115,044 4.4% Mary C. Beckerle(6) 64,890 * Sonia Dulá 17,957 * Cynthia L. Egan(7) 17,432 * Curtis E. Espeland 23,233 * Daniele Ferrari(8) 29,999 * Jeanne McGovern 12,672 * José Muñoz 8,233 * David B. Sewell 8,233 * Jan E. Tighe(9) 24,928 * Philip M. Lister(10) 104,901 * Anthony P. Hankins(11) 891,243 * David M. Stryker(12) 398,209 * R. Wade Rogers(13) 530,822 * ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (14 persons)(14) 10,252,095 5.6% Common Stock
Beneficially Owned(1) Name of Beneficial Owner Shares Percent(2) 22,550,824 10.2 % 20,694,601 9.3 % 12,035,267 5.4 % 9,121,601 4.1 % 617,290 * 56,657 * 90,174 * 9,724 * 9,199 * 21,766 * 86,510 * 4,439 * 1,554,186 * 16,695 * 373,092 * 846,100 * 432,920 * 463,316 * 14,266,887 6.4 % *87|HUNTSMAN 2021 PROXY
HUNTSMAN CORPORATION: PROXY STATEMENT 88 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT 221,647,461183,673,138 shares of common stock outstanding on March 4, 2021.Schedule 13G filed with the SEC on January 8, 2021 by Capital World Investors. The address of Capital World Investors is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.(4)As reported in Schedule 13G/A filed with the SEC on February 10, 20219, 2023 by The Vanguard Group, Inc. Based on such filing, The Vanguard Group, Inc. has shared voting power over 136,249284,154 of the reported shares, sole dispositive power over 20,394,71018,121,322 of the reported shares and shared dispositive power over 299,891284,154 of the reported shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.(5)January 29, 2021February 1, 2023 by BlackRock, Inc. Based on such filing, BlackRock, Inc. has sole voting power over 11,332,18312,296,303 of the reported shares and sole dispositive power over 12,035,26713,226,319 of the reported shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.(6)1,455,104315,978 shares of common stock net of shares to be withheld for option cost and taxes that are exercisable within 60 days of March 4, 2021.February 27, 2023. Also includes the following shares of which Mr. Huntsman may be deemed to be the beneficial owner: (a) 191,000 shares that are held by his spouse as Uniform Gifts to Minors Act custodian for six of Mr. Huntsman's children, (b) 843,657 that are held by his spouse as Utah Uniform Transfers to Minors Act custodian for each of Mr. Huntsman'sHuntsman’s eight children, and (c)(b) 933,328 shares held by P&B Capital, L.C. for which he and his spouse are the only managers and members. Mr. Huntsman expressly disclaims beneficial ownership of any shares held by his spouse.(7)Includes 96,479 vested stock units, the shares underlying that will be deliverable upon termination of service.(8)(9)(10)21,76629,299 vested stock units, the shares underlying that will be deliverable upon termination of service.(11)86,51024,928 vested stock units, the shares underlying that will be deliverable upon termination of service.(12)Includes 175,086 vested stock units, the shares underlying that will be deliverable upon termination of service.(13)Includes 16,695 vested stock units, the shares underlying that will be deliverable upon termination of service.(14)174,48551,340 shares of common stock that are exercisable within 60 days of March 4, 2021. Also includes the following shares of which Mr. Douglas may be deemed to be the beneficial owner: (a) 15,100 shares that are held by the Sean Douglas Family Trust, dated May 9, 2001, by virtue of being the trustee of such trust, and (b) 1,050 shares that are held as Utah Uniform Transfers to Minors Act custodian for one of Mr. Douglas's children.(15)275,071200,691 shares of common stock that are exercisable within 60 days of March 4, 2021.(16)162,45019,506 shares of common stock that are exercisable within 60 days of March 4, 2021.(17)50,69974,913 shares of common stock that are exercisable within 60 days of March 4, 2021.(18)2,400,204662,428 shares of common stock that are exercisable within 60 days of March 4, 2021,February 27, 2023, and a total of 457,294115,685 vested stock units, the shares underlying that will be delivered to the applicable holder upon termination of service. 89 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT "related persons" (directors,“related persons” (directors, executive officers, stockholders owning five percent or greater of our common stock, or their respective immediate family members). The policy covers any transaction involving amounts exceeding $120,000 in which a related person has or will have a direct or indirect material interest.executive officers.our CEO. All other related person transactions must be approved in advance by the Audit Committee, which will approve the transaction only if it determines that the transaction is in, or is not inconsistent with, our interests.the interests of the Company and its stockholders. In evaluating the transaction, the Audit Committee will consider all relevant factors, including as applicable (1) the benefit to us in entering into the transaction; (2) the alternatives to entering into a related person transaction; and (3) whether the transaction is on terms comparable to those available to third parties.20202022 compensation decisions described below and will continue to monitor such arrangements as consistent with our Related Party Transactions Policy.88|HUNTSMAN 2021 PROXYHUNTSMAN CORPORATION: PROXY STATEMENTEMPLOYEMENT20202022 that involve amounts exceeding $120,000. All amounts paid in 20202022 were approved in advance by the Compensation Committee, which reviews and approves all annual and other compensation arrangements and components for corporate and executive officers and their family members who are employees. Employee Salary
Awards(3)
Plan Compensation(4) Peter R. Huntsman, Jr.(1) $ 223,000 $ 125,000 $ 41,028 John Calder(2) $ 238,500 $ 135,000 $ 87,759 Employee Salary Stock
Awards(3) Option
Awards(4) Non-Equity Incentive
Plan Compensation(5) Other
Compensation $ 207,500 $ 62,509 $ 62,496 $ 20,750 — $ 206,283 $ 49,994 $ 50,000 $ 25,758 — (1)America Sales Americas for our Advanced Materials division. He is the son of Peter R. Huntsman, our CEO.Until August 31, 2020, served as Director, Investor Relations. On September 1, 2020, he became Directoris Vice President of Americas Finance and Global ReportingController for our Performance Products division. He is the son-in-law of Peter R. Huntsman, our CEO.13, 2020.17, 2022. The restricted shares vest ratably in three equal annual installments beginning on the first anniversary of the grant date.(4)This column reflects The value of the aggregateawards at the grant date fair valueassuming that the highest level of stock options granted on February 13, 2020. The stock options vest ratably in three equal annual installments beginning on the first anniversary of the grant date.(5)that were earned for 2020.2022. Amounts for 2022 are paid during the first quarter of 2023.employees,employees. Peter Huntsman, Jr. was promoted in 2023 and wehis compensation increased in line with this promotion. We expect to pay themMr. Calder compensation and other benefits in 20212023 similar to those paid in 2020.Important Notice Regarding2022.Availability of Proxy Materials forExchange Act requires our directors and executive officers, among others, to file with the Stockholder Meeting to Be Held on April 28, 2021:The Notice of Annual Meeting of Stockholders, the Proxy Statement for the 2021 Annual Meeting of StockholdersSEC and the 2020 Annual ReportNYSE an initial report of ownership of our common stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are availablerequired by SEC regulations to furnish us with copies of all Section 16 forms that they file related to Huntsman stock transactions. Under SEC rules, certain forms of indirect ownership and ownership of our common stock by certain family members are covered by these reporting requirements. As a matter of practice, our administrative staff assists our directors and executive officers in preparing initial ownership reports and reporting ownership changes and typically files these reports on their behalf. 90 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT https://materials.proxyvote.com/447011.are furnishingwill promptly deliver a separate copy of the proxy materials, including the 2022 Form 10-K, upon request. You can notify the Company by sending a written request to a numberthe attention of our stockholders under the SEC's notice and access rules. Stockholders may also receive printed copies of each of these documents without charge by contacting Huntsman Investor Relations, by mail atCorporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or by e-mail at ir@huntsman.com.We may send a single Notice of Internet Availability or set of proxy materials, as applicable, and other stockholder communications to any household at which two or more stockholders reside unless we have received contrary instructions from those stockholders. This process is called "householding." This reduces duplicate mailings and saves printing and postage costs as well as natural resources. The Notice of Internet Availability, proxy materials and other stockholder communications may be householded based on your prior express or implied consent. If you wish to receive a separate copy of our Notice of Internet Availability or proxy materials, as applicable, for each stockholder sharing your address in the future, please contact us by mail in care of Broadridge Financial Solutions, Inc., Householding Department at 51 Mercedes Way, Edgewood, New York, 11717,emailing 1-866-540-7095, and we will promptly deliver to you the requested material. If you are receiving multiple copies and would like to receive a single copy, or if you would like to opt out of this householding practice for future mailings, please contact your broker, bank or other nominee. 91 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF HUNTSMAN CORPORATION
CERTIFICATE OF INCORPORATION
OF
HUNTSMAN 2021 PROXY
CORPORATION
NAME
REGISTERED AGENT
PURPOSE
CAPITAL STOCKVOTE BY INTERNET Before HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Meeting - GoCommon Stock shall be subject to www.proxyvote.com Use the Internetexpress terms of the Preferred Stock and any series thereof. The holders of shares of Common Stock shall be entitled to transmit your voting instructionsone vote for each such share upon all proposals on which the holders of Common Stock are entitled to vote. Except as otherwise provided by law or by any Preferred Stock Designation, the holders of Common Stock shall have the exclusive right to vote for the members of the Board (the “Directors”) and for electronic deliveryall other purposes. Holders of Common Stock are entitled to receive ratably dividends if, as and when dividends are declared from time to time by the Board out of funds legally available for that purpose.
THE BOARD A-2 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT
BYLAWS
AMENDMENT OF CERTIFICATE OF INCORPORATION
STOCKHOLDER ACTION BY WRITTEN CONSENT HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT
LIMITED LIABILITY OF DIRECTORS
LIMITED LIABILITY OF OFFICERS A-4 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Executive Vice President, General Counsel and Secretary HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT RECONCILIATION OF NON-GAAP
FINANCIAL MEASURES up until 11:59 PM Eastern Time on April 27, 2021. Have this proxy cardadjusted EBITDA, adjusted EBITDA margin and free cash flow that does not conform to US generally accepted accounting principles (“GAAP”) and are considered non-GAAP measures.hand when you access the website and follow the instructions. During The Meeting - Go to www.virtualshareholdermeeting.com/HUN2021 You may attend the meeting via the Internet and vote during the meeting. Have the informationaccordance with GAAP that is printedmost directly comparable to adjusted EBITDA.the box marked by the arrow available and follow the instructions. Please see "Part 1. Information About the Meeting" of the Proxy Statement. PROXY SERVICES C/O COMPUTERSHARE INVESTOR SERVICES P.O. BOX 505000 LOUISVILLE, KY 40233-5000 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 PM Eastern Time on April 27, 2021. Have this proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign and date this proxy card and return it by April 27, 2021 in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TOmillions) Twelve Months Ended
December 31, 2022 Reconciliation of Net Income to Adjusted EBITDA: Net Income $ 522.5 Net income attributable to noncontrolling interests (63.0) Interest expense, net from continuing operations 62.3 Income tax expense from continuing operations 185.8 Income tax expense from discontinued operations 19.2 Depreciation and amortization of continuing operations 280.7 Depreciation and amortization of discontinued operations 12.0 Other Adjustments: Business acquisition and integration expenses and purchase accounting inventory adjustments 11.7 EBITDA from discontinued operations (42.7) Fair value adjustments to Venator investment, net and related loss on disposal 11.9 Certain legal and other settlements and related expenses 6.6 Costs (income) associated with the Albemarle Settlement, net 2.5 Income from transition services arrangements (1.6) Certain nonrecurring information technology project implementation costs 5.4 Amortization of pension and postretirement actuarial losses 48.8 Plant incident remediation credits (3.8) Restructuring, impairment and plant closing and transition costs 96.2 Adjusted EBITDA $ 1,154.5 Revenues $ 8,022.8 Margin Information: Adjusted EBITDA Margin 14.4% GAAP Net Income Margin 6.5% B-1 HUNTSMAN 2023 PROXY HUNTSMAN CORPORATION: PROXY STATEMENT Twelve Months Ended
December 31, 2022 Free Cash Flow: Operating cash from continuing operations 892.4 Capital expenditures from continuing operations (272.2) Free Cash Flow $ 620.2 Net cash proceeds from the Albemarle Settlement (77.5) Free Cash Flow for compensation determinations $ 542.7 HUNTSMAN 2023 PROXY ![[MISSING IMAGE: px_huntsman01-bw.jpg]](/files/DEF 14A/0001104659-23-034590/px_huntsman01-bw.jpg)
D37344-P50455 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. HUNTSMAN CORPORATION The Board of Directors recommends you vote FOR each of the following nominees: 1.Election of the following 11 nominees as directors Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a.DETACH AND RETURN THIS PORTION ONLYV00755-P871111b. Cynthia L. Egan1e. Curtis E. Espeland1a. Peter R. Huntsman The Board of Directors recommends you vote FOR the following proposals: For Against Abstain ! ! ! ! ! ! 1b. Nolan D. Archibald 2. Advisory vote to approve named executive officer compensation. Ratification of the appointment of Deloitte & Touche LLP as Huntsman Corporation's independent registered public accounting firm for the year ending December 31, 2021. 3. Huntsman1d. Sonia DuláNominees:1c. Mary C. Beckerle 1d. M. Anthony Burns For Against Abstain 1e. Sonia Dulá The Board of Directors recommends you vote AGAINST the following proposal: ! ! ! 1f. Cynthia L. Egan 4. Stockholder proposal regarding stockholder right to act by written consent. 1g.Beckerle1f. Daniele Ferrari In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. 1h. Sir Robert J. Margetts 1i.Ferrari1g. Jeanne McGovern Please indicate if you plan to attend this virtual meeting. ! Yes ! No 1j. Wayne A. Reaud 1k.McGovern1j. Jan E. Tighe PleaseTighePlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint ownersJointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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to BetoBe Held on April 28, 2021: 21, 2023:The Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the year ended December 31, 20202022 are available at www.proxyvote.com. D37345-P50455 HUNTSMAN CORPORATION Annualwww.proxyvote.com.V00756-P87111HUNTSMAN CORPORATIONAnnual Meeting of Stockholders April 28, 2021StockholdersApril 21, 2023 at 9:00 AM, CDT ThisCDTThis proxy is solicited by the Board of Directors TheDirectorsThe undersigned stockholder of Huntsman Corporation hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the 20212023 Annual Meeting of Stockholders and hereby appoints Peter R. Huntsman and David M. Stryker and each of them, acting individually, with full power of substitution in each, as proxies of the undersigned, to represent the undersigned and vote all shares of Huntsman Corporation common stock that the undersigned may be entitled to vote at the Annual Meeting of Stockholders toStockholdersto be held on April 28, 2021,21, 2023, and at any adjournment or postponement thereof, as indicated on the reverse side. Thisside.This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. Ifstockholder.If no direction is given, this proxy will be voted FOR the nominees set forth in proposal 1, FOR proposal 2, for 1 YEAR on proposal 3, FOR proposal 4 and proposal 34.6. This proxy also delegates discretionary authority to vote upon such other matters as may properly come before the 20212023 Annual Meeting of Stockholders and at any adjournment or postponement thereof. Thethereof.The undersigned stockholder hereby revokes all proxies previously given by the undersigned to vote at the 20212023 Annual Meeting of Stockholders or any adjournment or postponement thereof. (Continued(Continued and to be signed on reverse side)
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