Brett Begemann
EASTMAN CHEMICALAbout Brett D. Begemann
Independent director and Lead Director at Eastman Chemical Company (EMN). Age 64; director since February 2011; appointed Lead Director in May 2023. Former Chief Operating Officer of Bayer AG’s Crop Science Division and longtime Monsanto commercial leader, bringing global biotechnology and chemicals operations expertise, manufacturing, regulatory, M&A, and leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG (Crop Science Division) | Chief Operating Officer | 2018–2021 | Led global operations; healthcare and agriculture focus |
| Monsanto Company | President & COO; President & Chief Commercial Officer; EVP & Chief Commercial Officer; EVP Global Commercial | 2013–2018; 2012–2013; 2009–2012; 2007–2009 | Worldwide sales/operations; corporate affairs; global business organization |
| Monsanto Company | Sales and marketing roles | 1983–2007 | Commercial and market development experience |
External Roles
| Category | Role/Company | Status |
|---|---|---|
| Current public company boards | None | None disclosed |
Board Governance
- Independence: Board determined all non-employee directors (including Begemann) are independent under NYSE/SEC standards and meet heightened independence for Audit, Compensation, and NCG committees .
- Lead Director: Serves as Lead Director since May 2023; responsibilities include presiding over executive sessions, setting agendas for independent directors, liaising with Chair/CEO, and engaging with stockholders .
- Committees: Member—Compensation & Management Development (6 meetings in 2024), Nominating & Corporate Governance (4), Environmental, Safety & Sustainability (2), Finance (4). All committees are fully independent .
- Attendance: 100% average attendance by director nominees across 31 Board (6) and Committee (25) meetings in 2024; executive sessions were held at each Board meeting led by the Lead Director .
- Stockholder engagement: Investors holding ~35% of shares engaged with the Lead Independent Director; topics included executive compensation, governance, board composition, and sustainability .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $125,000 | Standard non-employee director annual retainer |
| Lead Director retainer | $45,000 | Additional retainer for Lead Director role |
| Event fees | $0 | “Event” fee is $1,500 per event; none disclosed for Begemann in 2024 |
| Equity—annual restricted stock award (RS) | $120,092 | Grant-date fair value; one-year vest; may be delivered as deferred phantom stock units under DDCP |
| Automatic cash deferral into DDCP | $60,000 | Portion of retainer automatically deferred into Eastman phantom stock account |
| Total 2024 director compensation | $350,092 | Sum of fees cash ($170,000), stock award ($120,092), DDCP deferral ($60,000) |
Program features: Directors do not receive meeting fees; majority of compensation in equity/equity equivalents; one-third of equity comp automatically deferred; no hedging/pledging; ownership guideline = 5x annual retainer .
Performance Compensation
Directors do not receive performance units or stock options; no performance-based compensation metrics apply to non-employee directors per EMN policy .
Company-level metrics overseen by the Board that inform pay-for-performance (executives):
| Plan | Metric | Weight | 2024 Target | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|
| UPP (Annual Incentive) | Adjusted EBIT | 40% | $1.25B | $1.298B | 125% |
| UPP (Annual Incentive) | Modified Operating Cash Flow | 40% | $1.35B | $1.287B | 88% |
| UPP (Annual Incentive) | Strategic/Operational: Safety, New Business Generation, Inclusion | 20% | Various | Mixed (mostly achieved/exceeded) | 102% |
| PSAs (LTI 2024–2026) | Relative TSR | 60% | Threshold/Target/Max set | In-progress | Continuous formula (no modifier) |
| PSAs (LTI 2024–2026) | ROIC | 40% | Threshold/Target/Max set | In-progress | Continuous formula (no modifier) |
Board responsiveness: After 2024 say‑on‑pay at 75.4% (down from 91.8% in 2023), EMN adjusted annual incentive weights, added RSUs to LTI mix, simplified PSA formulas, and adopted an additional clawback policy for detrimental conduct .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no member was an officer/employee of EMN in 2024; no reciprocal executive service on compensation committees of other entities |
Expertise & Qualifications
- International/emerging markets; enterprise risk; human capital; logistics/supply chain; chemicals industry; manufacturing/operations safety; government/regulatory; M&A/capital markets; executive leadership; R&D/innovation .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 8,020 shares | Under SEC “beneficial ownership” rules |
| Shares and stock units for guideline | 56,857 | Includes DDCP/stock units; all directors are on track or have met guidelines |
| Ownership guideline | 5x annual director retainer | Must achieve within 5 years of board service |
| Hedging/pledging | Prohibited | Applies to directors and executives |
Governance Assessment
- Strengths: Lead Independent Director with substantive authorities; fully independent committees; 100% attendance; active stockholder engagement and tangible compensation program changes; additional clawback beyond Dodd-Frank; strong ownership alignment policies (5x retainer; no hedging/pledging) .
- Watch items: Combined Chair/CEO structure (stockholder proposal to mandate independent Chair; Board recommends against to preserve flexibility); recent say‑on‑pay support decline to 75.4%—addressed via program changes, but warrants continued monitoring of investor sentiment .
- Conflicts/related parties: Board reviewed director‑related transactions and determined none were material; disclosed limited family employments of executives (not directors) with compensation < $250,000 and appropriate controls—no red flags for Begemann .