Renee Hornbaker
EASTMAN CHEMICALAbout Renée J. Hornbaker
Renée J. Hornbaker, age 72, has served on Eastman Chemical Company’s board since September 2003 and is currently an independent director and Chair of the Finance Committee; she also serves on the Compensation & Management Development, Nominating & Corporate Governance, and Environmental, Safety & Sustainability Committees . A former CFO with deep finance and governance credentials (CPA; NACD Director Certified, Board Leadership Fellow; Cybersecurity and Climate Oversight), she brings expertise in accounting, M&A, IT, risk, and operations; the board reports 100% aggregate attendance at board and committee meetings for all director nominees in 2024, evidencing strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Storey & Gates LLC | Chief Executive Officer | 2018–Present | Business advisory, executive coaching, board governance training |
| Stream Energy | Board Chair; Compensation Chair | 2017–2019 | Oversight and pay governance at retail energy provider |
| Stream Energy | Chief Financial Officer | 2015–2017 | Finance leadership, controls, reporting |
| Shared Technologies, Inc. | Chief Financial Officer | 2006–2011 | Corporate finance and IT integration |
| CompuCom Systems, Inc. | Consultant to CEO | 2005–2006 | Strategy and operational advisory |
| Flowserve Corporation | Vice President & Chief Financial Officer; previously CIO/Development Officer | 1997–2004 (CFO); 1997–1998 (CIO/Development) | Global finance, governance, systems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Berry Corporation (NASDAQ: BRY) | Independent Board Chair | Since March 2024 | Board leadership; oversight of strategy and governance |
| Berry Corporation (NASDAQ: BRY) | Audit Committee Chair; Member—Human Capital & Compensation; Member—Nominating & Governance | Current | Financial reporting integrity, compensation oversight, board refreshment |
| Berry Corporation (bio) | Director since Jan 2021 | 2021–Present | Earlier proxy confirms Audit Chair and “audit committee financial expert” designation |
Board Governance
- Committee assignments at EMN: Finance (Chair); Compensation & Management Development; Nominating & Corporate Governance; Environmental, Safety & Sustainability .
- 2024 meeting cadence: Finance (4), Compensation (6), Nominating & Governance (4), Environmental, Safety & Sustainability (2); Audit (9) for board context .
- Independence: Board determined all non‑employee directors (including Ms. Hornbaker) are independent and meet heightened committee standards .
- Engagement: Board held six meetings in 2024 with executive sessions; director nominees had 100% aggregate attendance; directors conducted site visits (e.g., Kingsport methanolysis) and engage with investors through structured outreach .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Non‑Employee Director Annual Cash Retainer | $125,000 | Paid in two semi‑annual installments; $60,000 automatically deferred into DDCP stock account |
| Finance Committee Chair Retainer | $15,000 | Committee chair fee |
| Event fees | $15,000 | Disclosed as paid to Hornbaker in 2024 for director activities outside meetings |
| Fees Earned or Paid in Cash (Hornbaker) | $155,000 | Includes retainer, chair fee, and event fees |
| All Other Compensation (Hornbaker) | $60,000 | Automatic deferral of portion of retainer into DDCP stock account |
Performance Compensation
| Element | Grant Value / Holdings | Vesting / Structure | Notes |
|---|---|---|---|
| Annual Restricted Stock Award | $120,000 grant date fair value | Vests if still serving immediately prior to next annual meeting; 1‑year vesting | Directors hold voting/dividend rights during restriction period |
| Restricted Shares Held (12/31/2024) | 1,252 shares | Vests May 2025 | As disclosed per director holdings |
| Options / PSUs to Directors | None granted | N/A | Policy does not grant performance units or stock options to directors |
Performance metrics are not used for director compensation at EMN; equity is time‑based restricted stock. Clawback policies apply to executives; directors are subject to ownership, hedging/pledging prohibitions and governance codes .
Other Directorships & Interlocks
| Company | Relationship to EMN | Interlock / Conflict Notes |
|---|---|---|
| Berry Corporation (BRY) | Energy E&P; not disclosed as customer/supplier | No related‑party transactions involving directors reported; board reviews such matters annually . Berry roles disclosed above; no EMN‑BRY transactions noted in proxy . |
Expertise & Qualifications
- CPA; NACD Director Certified, NACD Board Leadership Fellow; NACD Cybersecurity and Climate Oversight certifications; KPMG Board Leadership Conference participation .
- Skills matrix: Accounting/Financial Reporting, IT/Cybersecurity, ERM/Risk, M&A/Capital Markets, Manufacturing/Operations Safety, Executive Leadership .
- Prior CFO roles across manufacturing, technology, energy; governance training business leadership .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial Ownership (12/31/2024) | 22,312 shares; <1% of outstanding | SEC “beneficial owner” definition applied; director-level percent under 1% |
| Restricted Shares Outstanding | 1,252 shares | As of 12/31/2024 |
| Shares and Units Counted for Ownership Guidelines (as of 3/3/2025) | 69,223 | Includes DDCP/EDCP stock units; all directors on schedule or met guidelines |
| Ownership Guidelines | 5× annual retainer for directors | Attained within 5 years; DDCP units count |
| Hedging/Pledging | Prohibited for directors and officers | Insider trading and ownership policies enforced |
Insider Trades (Alignment Signals)
| Date | Transaction | Amount / Detail | Source |
|---|---|---|---|
| 2025-10-07 | Phantom stock units credited under DDCP | 487 units credited; ongoing dividend equivalents accrue | |
| 2025-10-07 (filed 10/09/2025) | Automatic deferral of portion of annual retainer into DDCP stock account | Form 4 reflects DDCP credits; includes 1,151 units credited since April 7, 2025 via dividend equivalents |
Compensation Committee Analysis (Context)
- Compensation Committee Members: James J. O’Brien (Chair), Brett D. Begemann, Julie F. Holder, Renée J. Hornbaker, David W. Raisbeck (retiring May 1, 2025); 6 meetings in 2024; no interlocks or insider participation disclosed .
- Independent compensation consultant (Aon) engaged; assessed program risks; robust pay governance; dual clawback policies (Dodd‑Frank and detrimental conduct) .
- “Say‑on‑Pay” approval in 2024 was ~75.4% (down from ~91.8% in 2023); board responded by revising AIP/long‑term incentives and enhancing disclosures .
Governance Assessment
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Strengths:
- Tenured, financially literate independent director with extensive CFO experience; leads Finance Committee overseeing capital structure, capex, pension funding, dividends, and risk hedging .
- Strong engagement (100% aggregate attendance), site visits, and investor outreach; robust independence and governance frameworks (lead director, executive sessions) .
- Ownership alignment via significant share/unit holdings and strict anti‑hedging/pledging; clear director ownership guidelines (5× retainer) with compliance .
- External leadership at BRY (Independent Board Chair; prior Audit Chair) adds cross‑industry governance expertise without disclosed related‑party conflicts .
-
Watch items / potential red flags:
- Long board tenure (since 2003) can raise refreshment concerns; EMN cites ongoing board refresh (3 new independent directors since 2020) and formal evaluations to mitigate staleness risk .
- 2024 say‑on‑pay support decline (75.4%) indicates investor scrutiny of compensation; board adjustments suggest responsiveness, but continued monitoring is warranted .
- Event fees ($15,000 in 2024) reflect significant time outside scheduled meetings; while permissible and disclosed, investors often prefer minimized non‑retainer cash for directors .
Overall, Hornbaker’s finance leadership, committee breadth, and ownership alignment support board effectiveness and investor confidence; no related‑party transactions or pledging/hedging risks were disclosed .