Kim Ann Mink
EASTMAN CHEMICALAbout Kim Ann Mink
Independent director of Eastman Chemical Company since July 2018; age 65. Retired President and CEO of Innophos Holdings (2015–2020) with prior senior leadership at Dow and Rohm and Haas, bringing deep specialty chemicals and advanced materials expertise; the proxy references her as “Dr. Mink,” but does not list degrees or institutions. Current EMN committee roles: Audit; Finance; Chair of Environmental, Safety and Sustainability (ESS). EMN affirms she is independent under NYSE/SEC standards and meets heightened independence for Audit/Comp/NCG committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innophos Holdings, Inc. | President & CEO; Director; Chair of the Board | 2015–2020; Director 2016–2020; Chair 2017–Feb 2020 | Led a leading producer of performance-critical and nutritional ingredients . |
| The Dow Chemical Company | Business President, Elastomers, Electrical & Telecommunications; Global GM, Performance Materials; CEO of ANGUS Chemical (then a Dow subsidiary) | 2012–2015; 2009–2012 | Senior leadership across product lines and performance materials; helm of ANGUS Chemical . |
| Rohm and Haas Company | Corporate VP & GM, Ion Exchange Resins; various roles of increasing responsibility | 1988–2009 | Specialty materials operations and market development . |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Avient Corporation | Director | Current public company board . |
| Air Liquide | Director | Current public company board . |
Board Governance
- Committee assignments: Audit member; Finance member; Chair, Environmental, Safety and Sustainability (ESS). ESS committee comprises all non-employee independent directors and oversees sustainability strategy, decarbonization targets and climate disclosures .
- Attendance: Board held six meetings in 2024 with executive sessions at each; all director nominees averaged 100% attendance across Board and committees in 2024. Each director nominee attended 100% of aggregate Board and committee meetings; Mink is among the director nominees .
- Independence: EMN’s Board determined all non-employee directors (including Mink) are independent and meet heightened standards for Audit, Compensation, and NCG committees .
- Lead Independent Director: Brett D. Begemann leads executive sessions and stockholder engagement; provides independent oversight in a combined Chair/CEO structure .
- Risk oversight: Audit oversees enterprise risk and cyber; ESS oversees HSE, security, sustainability; Finance oversees capital allocation, hedging, and major transactions .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 140,000 | $125,000 annual retainer + $15,000 ESS Chair retainer (no meeting fees; “event” fees only for extra activities) . |
| Stock Awards (grant-date fair value) | 120,092 | Annual restricted share award; Mink elected to receive as deferred phantom stock units under DDCP . |
| All Other Compensation | 60,000 | Automatic deferral of $60,000 of cash retainer into Eastman phantom stock account (DDCP) . |
| Total | 320,092 | Director compensation mix emphasizes equity alignment . |
Program rates (2024):
- Non-Employee Director Annual Retainer: $125,000; ESS Chair Retainer: $15,000; Annual Restricted Stock Award: $120,000; Automatic annual deferral into Eastman Stock Fund: $60,000. No meeting fees; “event” fees may be paid for training/interviews, etc. Hedging/pledging prohibited; directors must hold 5x annual retainer .
Performance Compensation
Directors do not receive performance units or stock options; equity is in the form of restricted shares that vest after approximately one year, with voting/dividend rights during the restricted period. One-third of equity compensation is automatically deferred into the Eastman Stock Fund under the DDCP .
| Metric Type | Weight/Terms | Vesting/Measurement | Payout Basis |
|---|---|---|---|
| Restricted Shares (Directors) | N/A (not performance-based) | 1-year vest, continuous service | Shares vest if still serving prior to next annual meeting . |
| Options/PSUs (Directors) | Not granted | N/A | Not applicable . |
Other Directorships & Interlocks
| Company | Relationship to EMN | Potential Interlock Considerations |
|---|---|---|
| Avient; Air Liquide | Mink is a director | EMN’s NCG reviewed transactions with companies where non-employee directors are directors; such ordinary-course transactions were determined not material. No compensation committee interlocks at EMN in 2024 . |
Expertise & Qualifications
- Skills: International/emerging markets; Accounting/financial reporting; IT/cyber; ERM; Human capital; Logistics/supply chain; Chemicals industry; R&D/Innovation; Manufacturing/operations safety; Government/regulatory; M&A/capital markets; Sustainability/environment; Executive leadership .
- Audit Committee membership: Audit Committee members are independent and financially literate per NYSE/Exchange Act .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (Dec 31, 2024) | 1,390 shares | <1% of class . |
| Shares and Common Stock Units owned under ownership expectations (Mar 3, 2025) | 13,421 | Includes DDCP/phantom stock units; all directors/NEOs have met or are on schedule to meet expectations (directors’ guideline = 5x annual retainer) . |
| Hedging/Pledging | Prohibited | Applies to directors and executives . |
Governance Assessment
- Positive signals: Independent director; Chair of ESS committee providing board-level oversight of sustainability strategy and climate targets; member of Audit and Finance enhances risk and capital oversight; 100% attendance in 2024 demonstrates engagement; directors’ stock ownership guideline (5x retainer) and automatic deferrals strengthen alignment; hedging/pledging prohibitions reduce misalignment risk .
- Compensation quality: Director pay uses simple cash retainer plus time-based equity; no performance units/options; no meeting fees; equity deferral promotes longer-term orientation .
- Conflicts/related-party exposure: Board annually reviews related-party transactions; ordinary-course dealings with companies where directors serve were not material; no compensation committee interlocks in 2024 .
- Shareholder sentiment: 2024 Say-on-Pay support was 75.4% (down from 91.8% in 2023); board/Compensation Committee engaged investors and changed executive pay design (adds RSUs, adjusts metrics/weights, adopts enhanced clawback), indicating responsiveness to investor feedback .
- Structure risk: Board maintains combined Chair/CEO with Lead Independent Director. The 2025 proxy includes a shareholder proposal for an independent Chair, which the board recommends voting against; investors may monitor this governance debate for potential leadership structure changes .
RED FLAGS: None disclosed specific to Mink (no pledging/hedging; no related-party transactions noted; no interlocks). Broader governance watch item: continued combined Chair/CEO despite shareholder proposal for separation .