Linnie Haynesworth
EASTMAN CHEMICALAbout Linnie M. Haynesworth
Independent director of Eastman Chemical Company since February 2023; age 67. Former Sector Vice President and General Manager at Northrop Grumman with deep expertise in technology integration, cybersecurity governance, enterprise strategy, risk management, and large complex system development; current board service includes ADP, Micron Technology, and Truist Financial; holds a Certificate in Cybersecurity Oversight and serves on the U.S. Department of Defense Defense Business Board . The Board has determined all non‑employee directors (including Haynesworth) are independent under NYSE and SEC standards and meet heightened independence standards for key committees .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Mission Systems Sector VP & GM, Cyber & Intelligence Mission Solutions Division | 2016–2019 | Executive responsibility for growth and programs across full‑spectrum cyber, multi‑enterprise data management/integration, and ISR solutions for domestic and international customers . |
| Northrop Grumman Corporation | Sector VP & GM, ISR Division (former Information Systems sector) | 2013–2016 | Led Federal and Defense Technologies division; integrated complex, mission‑critical systems . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Automatic Data Processing, Inc. | Director | Current | Public company board service . |
| Micron Technology, Inc. | Director | Current | Public company board service . |
| Truist Financial Corporation | Director | Current | Public company board service . |
| Intelligence and National Security Alliance | Director | Former | Industry association governance experience . |
| Northern Virginia Technology Council | Director | Former | Technology industry network engagement . |
| U.S. Department of Defense Defense Business Board | Member | Current | Advisory role providing strategic/governance insight . |
Board Governance
| Attribute | Details |
|---|---|
| Board independence | Non‑employee directors, including Haynesworth, deemed independent; meet heightened independence standards for Audit, Compensation, and NCG Committees . |
| EMN committee memberships | Audit; Environmental, Safety & Sustainability; Finance . |
| Committee meeting cadence | Audit: 9 meetings; Environmental, Safety & Sustainability: 2; Finance: 4 in 2024 . |
| Board/committee attendance | 100% average attendance by director nominees at Board and committee meetings in 2024; Board held 6 meetings (31 total Board/committee meetings) . |
| Executive sessions | Executive sessions of independent directors at each Board meeting led by Lead Director . |
| Years of service (EMN) | Director since February 2023 . |
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Awards (grant‑date fair value) | 120,092 |
| All Other Compensation (automatic DDCP deferral) | 60,000 |
| Total | 305,092 |
- Program terms: non‑employee director annual retainer $125,000; annual restricted stock award $120,000; automatic annual deferral into Eastman Stock Fund $60,000; one‑time $10,000 restricted stock grant upon initial election (time‑based vesting to the next annual meeting) .
- Election: Haynesworth elected to receive annual restricted stock as deferred phantom stock units under the DDCP .
Performance Compensation (Directors)
| Element | Design | Performance Link |
|---|---|---|
| Restricted stock (annual grant) | Time‑based vesting; not transferable during restricted period; full rights to vote and dividends | No performance metrics; vests at next annual meeting if still serving . |
| Performance units / stock options | Not granted to directors | Company policy does not grant performance units or stock options to directors . |
Eastman’s director pay is not performance‑conditioned; equity is time‑vested, emphasizing alignment and retention rather than incentive metrics .
Other Directorships & Interlocks
| Company | Sector Exposure | Potential Interlock Considerations |
|---|---|---|
| ADP | HR/payroll technology | Ordinary‑course transactions with companies where directors serve were reviewed by the Board and determined not material; no specific related‑party concerns disclosed . |
| Micron Technology | Semiconductors | Same as above; Board oversight of related‑party transactions and independence affirmed . |
| Truist Financial | Financial services | Same as above; independence and non‑material ordinary‑course transactions review . |
Expertise & Qualifications
- Technology integration and cybersecurity governance; Certificate in Cybersecurity Oversight .
- Enterprise risk management, logistics/supply chain, and government/regulatory experience .
- Executive leadership across complex systems and ISR programs .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 1,507 shares; less than 1% of outstanding . |
| Shares/units counted toward ownership guidelines | 4,101 (shares plus DDCP/EDCP units) . |
| Ownership guideline | 5× annual retainer for directors; attainment expected within 5 years . |
| Compliance status | All directors/NEOs have met or are on schedule to meet guidelines . |
| Hedging/pledging | Prohibited for directors and executive officers . |
Governance Assessment
- Strengths: Independent status; 100% attendance across Board/committee meetings; meaningful cybersecurity expertise added to Board skill mix; service on Audit, Environmental/Sustainability, and Finance enhances risk oversight; strong director ownership guidelines and anti‑hedging/pledging policies .
- Compensation alignment: Director pay mix blends cash retainer and time‑vested equity; no performance units/options for directors; automatic deferral into stock fund reinforces alignment .
- Conflicts: Board annually reviews related‑party transactions; recent review found ordinary‑course dealings not material; no director‑specific related‑party exposures disclosed for Haynesworth .
- Shareholder signals: 2024 Say‑on‑Pay passed with ~75.4% support (down from ~91.8% in 2023), indicating heightened investor scrutiny of compensation; company responded with program changes (more formulaic AIP, LTI mix with RSUs, clarified rTSR/ROIC PSAs), though these pertain to executives rather than directors .