Eric Butler
EASTMAN CHEMICALAbout Eric Butler
Eric L. Butler (age 64) is an independent director of Eastman Chemical Company (EMN) since August 2022. He is a retired Executive Vice President and Chief Administrative Officer of Union Pacific Corporation, with deep experience in strategic and financial planning, marketing and sales, supply chain/logistics, procurement, and industrial engineering; he founded Aswani-Butler Investment Associates (private equity) and served on the Federal Reserve Bank of Kansas City, Omaha Branch board, including as chair . He currently serves on EMN’s Audit, Environmental, Safety & Sustainability, and Finance committees; skills highlighted by EMN include international markets, accounting, risk management, human capital, logistics, manufacturing, M&A, sustainability, and executive leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation | EVP & Chief Administrative Officer | 2016–2018 | Led broad corporate functions; executive oversight of HR, labor relations, governance; drove safety-first culture, supply chain, risk management |
| Union Pacific Corporation | EVP, Sales & Marketing; Chief Marketing Officer | 2012–2016 | Commercial leadership across marketing/sales; procurement & supply chain; FP&A; strategy |
| Aswani-Butler Investment Associates | Founder & CEO | Not disclosed | Private equity investment leadership |
| Federal Reserve Bank of Kansas City, Omaha Branch | Board Appointee; Chair of Board | Appointee 2013–2019; Chair 2018–2020 | Regional financial oversight and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource, Inc. | Director (public company) | Current | Not disclosed in EMN proxy |
| West Fraser Timber Co. Ltd | Director (public company) | Current | Not disclosed in EMN proxy |
| Deloitte Audit Committee Symposium | Continuing director education | Not disclosed | Audit committee education credential |
Board Governance
- Independence: EMN’s Board determined all non-employee directors are independent under NYSE and SEC standards; all committee members are independent and meet heightened standards for Audit, Compensation, and NCG .
- Committee memberships (Butler): Audit; Environmental, Safety & Sustainability (“ESS”); Finance .
- Attendance and engagement: 31 Board (6) and Committee (25) meetings in 2024; director nominees had 100% average attendance; Board held executive sessions led by the Lead Independent Director at each meeting; directors visited operating facilities and engaged outside the boardroom .
- Lead Independent Director structure: Separate Lead Director role with substantive authorities (executive sessions, agenda-setting, liaison responsibilities) .
| Committee | Butler’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 9 | Oversees financial reporting, internal controls, audit firm independence, risk incl. cybersecurity; members financially literate; chair is audit financial expert |
| Environmental, Safety & Sustainability | Member | 2 | Oversees health, safety, environmental strategy, sustainability goals and disclosures |
| Finance | Member | 4 | Reviews capital structure, capex, transactions, dividends, hedging/insurance |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $131,000 | Includes annual retainer and event fees |
| Event Fees Paid (included above) | $6,000 | $1,500 per event for significant time outside meetings |
| Stock Awards (2024) | $120,092 (grant-date fair value) | Annual restricted stock award; typically grants at annual meeting |
| All Other Compensation (2024 automatic deferral) | $60,000 | Automatic deferral into Eastman phantom stock account of DDCP |
| Program parameters (2024) | Cash retainer $125,000; annual restricted stock $120,000; one-time initial grant $10,000; event fee $1,500 | Directors can defer cash/equity; one-third of equity automatically deferred into stock fund |
| Meeting fees | None | EMN does not pay meeting fees to directors |
Directors’ Deferred Compensation Plan (DDCP): Unfunded plan allowing deferral of cash retainer and restricted stock awards until end of service; equity deferrals convert to phantom stock units; payout in cash in lump sum or installments upon departure .
Performance Compensation (Director)
| Policy | Detail | Reference |
|---|---|---|
| Performance-based equity for directors | Not granted (no PSUs/options to directors) | EMN does not grant performance units or stock options to directors |
| Restricted stock vesting | One-year vest; vests before next annual election if still serving | Annual restricted shares generally vest over one year; full stockholder rights during restriction period |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| NiSource, Inc. | Public | Director | Utility sector; no EMN-related transactions disclosed |
| West Fraser Timber Co. Ltd | Public | Director | Forestry/wood products; no EMN-related transactions disclosed |
- Related-party/Interlocks: EMN’s Board reviewed director-related transactions; purchases/sales with companies where directors serve were determined not material; no material related-party relationships identified for non-employee directors .
Expertise & Qualifications
- Skill tags: International/emerging markets; Accounting/financial reporting; ERM; Human capital; Logistics/supply chain; Manufacturing/operations safety; M&A/capital markets; Sustainability/environment; Executive leadership .
- Continuing education: Deloitte Audit Committee symposium credential .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 4,755 shares | Includes 1,252 restricted shares with voting rights |
| Ownership % of shares outstanding | <1% | Individual ownership below 1% threshold |
| Ownership under guidelines (shares + units) | 6,539 | Count includes common stock and DDCP units |
| Stock ownership guideline | 5× annual retainer for directors | Expected within five years of board service |
| Compliance status | Met or on schedule | All directors/NEOs meet or are on schedule to meet |
| Hedging/pledging | Prohibited | No hedging or pledging by directors/officers/employees |
Governance Assessment
- Board effectiveness: Butler is fully independent with 100% attendance, serving on three oversight-intensive committees (Audit, ESS, Finance), aligning his logistics, operations, and risk background with EMN’s manufacturing and sustainability strategy .
- Alignment & incentives: Director pay mixes cash and equity with automatic stock deferral; no performance units/options, limiting risk of pay-for-performance misalignment for directors; strong ownership guidelines and anti-hedging/pledging improve alignment .
- Independence & conflicts: No material related-party transactions identified involving non-employee directors; Butler’s external public boards (NiSource, West Fraser) disclosed without conflict findings; EMN maintains robust related-person policies and reviews .
- Engagement signals: Directors engage beyond boardroom (site visits, investor outreach); Board uses executive sessions; Lead Independent Director structure strengthens independent oversight—positive for investor confidence .
- Say-on-Pay context: 2024 Say-on-Pay approval was ~75.4%, down from 91.8% in 2023; Board/Comp Committee responded with program changes (AIP weighting; LTI mix and metrics; clawback expansion) indicating responsiveness to investors .
- RED FLAGS: None disclosed specific to Butler. No pledging/hedging; no material related-party transactions; meeting attendance and independence intact .