Humberto Alfonso
EASTMAN CHEMICALAbout Humberto P. Alfonso
Independent director at Eastman Chemical Company since January 2011 (age 67). Serves as Audit Committee Chair and member of the Environmental, Safety & Sustainability and Finance Committees; designated by the Board as an audit committee financial expert. Current outside directorship: The Kraft Heinz Company. Background includes CFO roles at Information Services Group (2021–2023), senior executive positions at The Hershey Company (CFO/CAO; President, International), Cadbury Schweppes (Americas Beverages CFO; Global Supply Chain finance VP), and senior finance roles at Pfizer.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Information Services Group (ISG) | Executive Vice President & Chief Financial Officer | 2021–2023 | Senior financial leadership; relevant to audit oversight |
| Yowie Group Ltd. | Director; Global CEO | 2017–2018 (Director); 2016–2018 (Global CEO) | International operations experience |
| The Hershey Company | President, International; EVP CFO/CAO; SVP CFO; VP Finance & Planning (U.S. & North American groups) | 2006–2015 (various roles) | Deep finance and global operations; supports risk oversight |
| Cadbury Schweppes | EVP Finance & CFO (Americas Beverages); VP Finance, Global Supply Chain | 2003–2006 | Supply chain finance expertise |
| Pfizer, Inc. | Senior finance positions | Not dated | Large-cap finance acumen |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kraft Heinz Company | Director | Current | Food manufacturing exposure; potential transactional interlocks monitored by EMN’s Board |
Board Governance
- Committee assignments: Audit (Chair), Environmental, Safety & Sustainability, Finance; Audit Committee met nine times in 2024, with executive sessions and oversight of financial reporting, controls, compliance, and cybersecurity risk. Alfonso is designated “financially literate” and an “audit committee financial expert.”
- Independence: EMN’s Board determined all non-employee directors (including Alfonso) are independent and meet heightened independence standards for key committees.
- Attendance: Board held six meetings in 2024; director nominees averaged 100% attendance at Board and committee meetings (total 31 meetings: 6 Board, 25 committee).
- Election signal: Re-elected May 1, 2025 with 89,355,822 For; 5,002,946 Against; 107,726 Abstain; broker non-votes 8,347,574.
- Governance practices relevant to investor confidence: executive sessions led by the Lead Director each Board meeting; stockholder communication policy; majority voting; proxy access; robust committee charters.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Employee Director Annual Retainer (Program) | $120,000 | $125,000 |
| Audit Committee Chair Retainer (Program) | $25,000 | $25,000 |
| Annual Restricted Stock Award (Program) | $110,000 | $120,000 |
| Meeting Fees | None (no Board/committee meeting fees) | None (no Board/committee meeting fees) |
| “Event” Fee (Per Event) | $1,500 | $1,500 |
| Humberto P. Alfonso — Fees Earned or Paid in Cash | $145,000 | $153,000 |
| Humberto P. Alfonso — Stock Awards (Grant-Date Fair Value) | $110,061 | $120,092 |
| Humberto P. Alfonso — All Other Compensation (automatic deferral into DDCP) | $60,000 | $60,000 |
| Humberto P. Alfonso — Total | $315,061 | $333,092 |
Notes:
- Directors automatically defer $60,000 of cash retainer into the Directors’ Deferred Compensation Plan (DDCP).
- Alfonso elected to receive the annual restricted stock award as deferred phantom stock units under the DDCP.
Performance Compensation
| Element | Structure | Vesting/Terms |
|---|---|---|
| Annual Restricted Stock (or Phantom Units if deferred) | Fixed-value equity (no performance units/options for directors) | Vests if director is serving immediately prior to next annual meeting; dividend and voting rights during restriction; one-time $10,000 initial grant at first election. |
- No director performance share units or option awards; program emphasizes alignment over “pay-for-performance” metrics for non-employee directors.
Other Directorships & Interlocks
| Counterparty | Relationship | Relevance to EMN |
|---|---|---|
| The Kraft Heinz Company | Alfonso is a director | EMN Board annually reviews transactions with companies where directors serve; recent review found such transactions immaterial. |
Expertise & Qualifications
- Skills: International/emerging markets, accounting/financial reporting, enterprise risk management, logistics/global supply chain, M&A/capital markets, executive leadership.
- Audit committee financial expert designation (NYSE/Exchange Act).
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (common stock) | 9,878 |
| Ownership as % of Shares Outstanding | ~0.009% (9,878 / 115,459,908) |
| Shares/Units Counted Toward Ownership Guidelines (common + DDCP phantom stock) | 56,860 |
| Director Stock Ownership Guideline | 5× annual retainer (achieve within five years) |
| Compliance Status | All directors and NEOs met or are on schedule to meet guidelines |
| Hedging/Pledging | Prohibited for directors, executives, employees |
Governance Assessment
- Strengths: Long-tenured independent director with deep CFO experience; Audit Chair and audit committee financial expert; 100% attendance; strong equity alignment via annual equity award and DDCP; prohibition on hedging/pledging; rigorous independence review including related-party screening; majority voting and executive sessions support independent oversight; re-election with strong support.
- Compensation structure: Year-over-year modernization increased cash retainer and equity grant, consistent with market benchmarking; no meeting fees; equity is time-based (one-year vesting) reinforcing service-based alignment rather than short-term performance leverage.
- Potential conflicts: Outside directorship at Kraft Heinz monitored under EMN’s related-party policy; Board determined transactions involving directors’ companies were not material.
- Shareholder signals: 2024 say-on-pay approval declined to ~75.4% prompting program changes; 2025 say-on-pay approval improved to 87.8% following engagement and adjustments — supportive of board responsiveness.
- RED FLAGS: None evident for Alfonso — no hedging/pledging, no disclosed related-party transactions, strong attendance; continued long tenure (since 2011) merits ongoing refreshment consideration but Board has actively refreshed and maintains average tenure 9.5 years.
Overall, Alfonso’s finance leadership and Audit Chair role contribute positively to board effectiveness and investor confidence, with sound independence, attendance, and ownership alignment; monitoring of external board interlocks and continued governance responsiveness mitigate conflict and alignment risk.