Donald Slager
EASTMAN CHEMICALAbout Donald W. Slager
Independent director at Eastman Chemical since May 2024; age 63. Served as CEO of Republic Services (2019–2021; earlier President & CEO 2011–2019) and previously President & COO post-merger with Allied Waste (2008–2011), with deep environmental services and operations expertise; currently a director at Martin Marietta Materials, Inc. . Committee assignments: Audit, Environmental, Safety and Sustainability, and Finance; not a committee chair . The Board classifies all non-employee directors, including Slager, as independent under NYSE/SEC standards and heightened independence for key committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Services, Inc. | Chief Executive Officer | 2019–2021 | Led environmental services company; director 2010–2021 . |
| Republic Services, Inc. | President & CEO | 2011–2019 | Strategic development and integration; public company leadership . |
| Republic Services, Inc. | President & COO | 2008–2011 | Operations leadership post-merger with Allied Waste . |
| Allied Waste Industries, Inc. | President & COO | 2005–2008 | Integration and operational scale . |
| Allied Waste Industries, Inc. | Chief Operating Officer | 2002–2005 | Operations oversight . |
| Waste Management, Inc.; National Waste Services, Inc. | Various leadership roles (career began 1980) | Pre-2002 | Industry operations background ahead of Allied merger . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Marietta Materials, Inc. | Director | Current | Committee roles not disclosed in EMN filings . |
Board Governance
- Independence: Board determined all non-employee directors (including Slager) are independent and meet heightened independence standards for Audit, Compensation, and Nominating committees .
- Committees: Audit (9 meetings in 2024), Environmental, Safety and Sustainability (2), Finance (4) .
- Attendance and engagement: Each director nominee attended 100% of Board and committee meetings on which they served in 2024; Board held six meetings with executive sessions led by the Lead Director; directors engaged in site visits (e.g., methanolysis facility) and stockholder engagement .
- Board structure: Lead Independent Director, two “committees of the whole” for Finance and Environmental oversight, and regular executive sessions strengthen independent oversight .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $74,519 | Pro-rated for partial-year service beginning May 27, 2024 . |
| Stock Awards (grant-date fair value) | $9,845 | FASB ASC 718 valuation; held 100 restricted shares as of Dec 31, 2024 . |
| All Other Compensation | $35,769 | Automatic deferral of part of cash retainer into DDCP phantom stock account . |
| Total | $120,133 | Non-employee director compensation structure applies . |
Program design and retainers (for context):
| Cash Retainer | Amount | Equity/Deferral | Amount |
|---|---|---|---|
| Non-Employee Director Annual Retainer | $125,000 | Annual Restricted Stock Award (at Annual Meeting) | $120,000 |
| Lead Director Retainer | $45,000 | Initial One-time Restricted Stock Award (upon election) | $10,000 |
| Chair Retainers (Audit/Comp/NCG/Finance/ESS) | $25k/$20k/$15k/$15k/$15k | Automatic annual deferral into Eastman Stock Fund (DDCP) | $60,000 |
| Event Fee (per event) | $1,500 | DDCP terms and vesting per plan | See DDCP description |
Citations:
Performance Compensation
| Director Performance Award Type | Status | Metrics |
|---|---|---|
| Performance Share Units (PSUs) | Not granted to directors | N/A . |
| Stock Options | Not granted to directors | N/A . |
| Restricted Stock (time-based) | Granted annually; one-year vest | Alignment via ownership and deferral into phantom stock (DDCP); no performance metric . |
Other Directorships & Interlocks
- Current public company board: Martin Marietta Materials, Inc. .
- Related-party/ordinary-course transactions: Board reviewed purchases/sales with companies where non-employee directors serve; determined none were material; 8-K on Slager’s election states no transactions requiring Item 404(a) disclosure .
Expertise & Qualifications
- Skills/experience tags: International business, enterprise risk management, human capital, logistics, manufacturing, government/public policy, M&A, environmental oversight, leadership .
- Adds depth in environmental services relevant to Environmental, Safety and Sustainability oversight .
Equity Ownership
| Measure | Value | Date/Notes |
|---|---|---|
| Beneficial ownership (common stock) | 100 shares (<1%) | As of Dec 31, 2024 . |
| Shares and common stock units (EDCP/DDCP counted) | 443 | As of Mar 3, 2025; all directors/NEOs have met or are on schedule to meet ownership expectations . |
| Ownership guidelines | 5x annual retainer for non-employee directors | No hedging or pledging permitted . |
| Restricted shares held | 100 | As of Dec 31, 2024 . |
Insider Trades
| Filing Type | Date | Transaction | Shares | Notes |
|---|---|---|---|---|
| Not disclosed in EMN proxy/8-K filings | — | — | — | EMN documents do not include Forms 3/4; 8-K confirms no related-party transactions for Slager at election . |
Compensation Committee Analysis
- Composition: James J. O’Brien (Chair), Brett D. Begemann, Julie F. Holder, Renée J. Hornbaker, David W. Raisbeck (retiring); all independent .
- Interlocks: None; no officer service by members, and no cross-comp committee interlocks disclosed .
- Consultant: Aon engaged directly by Compensation Committee; independence assessed and confirmed .
- Program changes: 2024 updates to executive compensation (AIP weighting; LTI mix RSUs/PSUs/options) and adoption of enhanced clawback policy; peer group realigned toward specialty/advanced materials .
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2024 | 75.4% | Decline from 91.8% in 2023; Board/management engaged holders of ~35% of shares; responsiveness included 2024 program changes . |
Governance Assessment
- Strengths: Independent director with operational and environmental services expertise; active service on Audit, Finance, and Environmental committees; 100% meeting attendance in 2024; strong stock ownership expectations (5x retainer) and automatic deferrals align incentives; prohibition of hedging/pledging; no Item 404(a) related-party transactions at election .
- Watchpoints: Broader governance signal from lower 2024 say‑on‑pay support (75.4%) suggests continued investor scrutiny of executive compensation practices; Board disclosed engagement and program changes in response .