Stephen Crawford
EASTMAN CHEMICALAbout Stephen Crawford
Stephen G. Crawford serves as Executive Vice President, Methanolysis Operations and WWE&C Transformation at Eastman Chemical Company, focusing on the company’s circular economy methanolysis platform and large-scale engineering initiatives . He has 40 years of credited service at Eastman, previously serving as EVP, Manufacturing and Chief Sustainability Officer, evidencing deep operational and sustainability leadership within the enterprise . Company performance context under Eastman’s innovation strategy: 2024 sales of $9.38 billion, EBIT of $1.28 billion, adjusted EBIT of $1.30 billion, and OCF of ~$1.29 billion; adjusted EPS grew 23% YoY—a strong backdrop for pay-for-performance programs tied to EBIT, cash flow, and strategic goals . Pay-versus-performance disclosures show company TSR and adjusted EBIT used in evaluating compensation alignment, with CAP metrics tied most closely to Adjusted EBIT in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastman Chemical Company | EVP, Manufacturing and Chief Sustainability Officer | 40 years credited service (as of 2023) | Led operations reliability improvements and sustainability initiatives; advanced circular platform construction and commissioning |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastman Foundation | Director (shared voting/investment as Foundation director) | Not disclosed | Governance oversight; no pecuniary interest in Foundation holdings attributed to Crawford |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $652,162 | $677,756 | $703,253 |
| Target Bonus (UPP % of Salary) | 85% | 85% | 85% |
| Target Base Salary used for UPP | Not disclosed | Not disclosed | $705,000 |
| Actual Annual Incentive (UPP) ($) | $351,690 | $450,840 | $635,205 |
| Perquisites ($) | Not disclosed | Not disclosed | Home Security $1,102; Financial Counseling $9,000; Supplemental LTD $9,420; Aircraft $0 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBIT (UPP) | 40% | $1.25B | $1.298B | 125% | Annual cash (2024) |
| Modified OCF (UPP) | 40% | $1.35B | $1.287B | 88% | Annual cash (2024) |
| Strategic & Operational (Safety, Innovation, Inclusion) | 20% | Disclosed goals | Mixed Achieved/Exceeded outcomes | 102% | Annual cash (2024) |
| Total Corporate Payout % | — | — | — | 106% | Drives UPP payout |
| PSAs (2024–2026) | 60% of LTI | rTSR 60%, ROIC 40% | In-progress | Formulaic; threshold/target/max set | Pays post-period based on rTSR/ROIC |
| Stock Options (2024 grant) | 20% of LTI | Exercise price $86.15 | Market-dependent | Time-vest | 1/3 on 2/27/2025; 1/3 on 2/27/2026; 1/3 on 2/27/2027 |
| RSUs (2024 grant) | 20% of LTI | 4,964 units | Market value at vest | Time-vest | Vests 2/28/2027 (3-year) |
Notes: UPP for Stephen G. Crawford in 2024 used target salary $705,000 and 85% target UPP; corporate payout 106% yielded actual $635,205 .
Equity Awards Detail
| Award Type | Grant/Performance Period | Threshold | Target | Maximum | Terms |
|---|---|---|---|---|---|
| PSAs | 2024–2026 | 1,787 sh | 14,892 sh | 37,231 sh | rTSR (60%) and ROIC (40%) metrics; pays in common stock after performance period |
| RSUs | 2024 grant | — | 4,964 sh | — | Vests 2/28/2027; dividend equivalents in cash at vesting |
| Stock Options | 2024 grant | — | 24,527 sh | — | Exercise price $86.15; time-vest one-third annually (2025–2027) |
Outstanding equity at FY2024 year-end:
- RSUs unvested: 4,964 sh; market value $453,313 .
- Unearned PSAs: 54,892 sh; payout value placeholder $5,012,705 based on 12/31/2024 price (actual depends on 2025/2026 performance) .
2024 realized equity:
- Options exercised: 20,199 sh; value realized $716,746 .
- Stock awards vested: 16,810 sh; value realized $1,739,330 .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 279,798; includes 168,441 shares acquirable via options within 60 days |
| Ownership as % of outstanding | Less than 1% |
| Family/indirect holdings | 61 sh in spouse 401(k); 282 sh in spouse ESOP |
| Foundation attribution | 50,798 sh owned by Eastman Foundation; shared voting/investment as Foundation director; no pecuniary interest |
| Ownership guidelines | 2.5x base salary for executive officers; 5-year compliance window; EDCP phantom stock counts toward guideline |
| Hedging/Pledging | Prohibited for directors, executive officers, and employees |
Employment Terms
| Provision | Detail |
|---|---|
| Change-in-control (CIC) definition | Acquisition ≥35% voting stock; board turnover; certain mergers; liquidation/dissolution; subject to exceptions |
| CIC employment period | 2 years post-CIC with salary, bonus, benefit participation |
| CIC severance multiple | 2x base salary + target annual bonus for executives (3x for CEO); no tax gross-ups |
| Health/welfare continuation | 18 months post-termination under CIC agreements |
| Equity vesting on CIC | Double-trigger: vests upon qualifying termination within 2 years post-CIC or if stock ceases public trading; PSAs paid at target if CIC in first half of period; otherwise based on actual performance to last quarter pre-CIC (pro rata) |
| Estimated CIC payments (Crawford) | Cash severance $2,608,500; value of unvested stock awards at target $4,684,136; H&W continuation $39,040; total $7,331,676 (as of 12/31/2024) |
| Severance outside CIC | Company discretion, historically not exceeding one year’s base salary |
| Clawbacks | Dodd-Frank compliant financial restatement clawback; separate “Detrimental Conduct” clawback adopted Dec 2024 |
Pension and deferred compensation:
- 2023 pension present value: ERAP $809,171; ERIP/URIP $2,324,751 .
- 2024 EDCP: company contributions $40,205; aggregate earnings $55,306; EDCP balance $1,588,095 .
Performance & Track Record
- 2022: Advanced circular platform initiatives; progress on Kingsport molecular recycling facility; led sustainability programs amid operational and logistics disruptions .
- 2023: Drove best-ever safety performance; completed construction, commissioning, and start-up of Kingsport molecular recycling facility; improved global manufacturing reliability .
- 2024 company performance context: Sales $9.38B; EBIT $1.28B; adjusted EBIT $1.30B; OCF ~$1.29B; adjusted EPS $7.89; returned $679M to shareholders and delivered ~$$590M new business .
Compensation Structure Analysis
- Mix shift: 2024 introduced RSUs at 20% of LTI, alongside PSAs 60% and stock options 20%, increasing resilience across cycles and reducing reliance on options-only structures .
- Annual plan refinement: 2024 UPP weights set to EBIT 40%, OCF 40%, Strategic/Operational 20% with formulaic payout; corporate payout 106% supported Crawford’s higher cash incentive .
- PSA metrics tightened: Removed prior modifiers; adopted continuous formulas for rTSR (60%) and ROIC (40%) to curb above-target payouts with sub-median rTSR absent strong ROIC .
- Governance guardrails: No option repricing; no tax gross-ups; double-trigger CIC vesting; robust clawbacks including detrimental conduct .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~75.4% (down from ~91.8% in 2023); followed by engagement with investors representing ~35% of shares outstanding, including Lead Independent Director participation .
- Program changes in response: Rebalanced UPP metrics and LTI mix; clarified peer group rationale; strengthened clawback policy .
Compensation & Ownership Tables
Summary Compensation (Stephen G. Crawford):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 652,162 | 677,756 | 703,253 |
| Stock Awards | 2,473,688 | 2,542,144 | 2,059,396 |
| Option Awards | 582,621 | 560,885 | 518,991 |
| Non-Equity Incentive | 351,690 | 450,840 | 635,205 |
| Change in Pension Value | 102,161 | 412,118 | 254,074 |
| All Other Compensation | 0/Not broken out separately; total line includes 102,161 in 2022; 51,335 in 2023; 79,084 in 2024 | 51,335 | 79,084 |
| Total | 4,162,322 | 4,695,078 | 4,250,003 |
2024 UPP Details (Corporate-Level Metrics):
| Metric | Weight | Threshold / Target / Max | Actual | Payout Factor | Total Corporate Payout |
|---|---|---|---|---|---|
| Adjusted EBIT | 40% | $0.50B / $1.25B / $1.44B | $1.298B | 125% | 106% |
| Modified OCF | 40% | $0.54B / $1.35B / $1.55B | $1.287B | 88% | 106% |
| Strategic & Operational | 20% | Safety/Innovation/Inclusion goals | Mixed achieved/exceeded | 102% | 106% |
2024 Equity Grants (Stephen G. Crawford):
| Award | Shares/Units | Key Terms |
|---|---|---|
| PSAs 2024–2026 | Threshold 1,787; Target 14,892; Max 37,231 | rTSR 60% and ROIC 40%; continuous payout formulas; pays in stock after the period |
| RSUs (2024) | 4,964 | Vests 2/28/2027; dividend equivalents paid in cash at vest |
| Options (2024) | 24,527; exercise price $86.15 | Time-vest one-third annually on 2/27/2025, 2/27/2026, 2/27/2027 |
Outstanding Equity at 12/31/2024 (Stephen G. Crawford):
| Category | Count | Market/Payout Value |
|---|---|---|
| Unvested RSUs | 4,964 | $453,313 |
| Unearned PSAs | 54,892 | $5,012,705 (based on 12/31/24 price; actual depends on 2025/2026 performance) |
| 2024 Options (Unexercisable) | 24,527 | — |
Beneficial Ownership (Stephen G. Crawford):
| Item | Amount |
|---|---|
| Total beneficially owned | 279,798 sh |
| Options exercisable within 60 days | 168,441 sh |
| Foundation attribution | 50,798 sh (no pecuniary interest) |
| Spouse indirect holdings | 61 sh (401k), 282 sh (ESOP) |
| Percent of outstanding | Less than 1% |
Investment Implications
- Strong operational execution in circular economy: Crawford’s leadership on the Kingsport methanolysis launch and reliability/safety improvements suggests ongoing capability to deliver under complex capital projects—supportive for ROIC-linked PSAs and EBIT/OCF UPP metrics .
- Alignment and guardrails: Ownership guidelines (2.5x salary), hedging/pledging prohibitions, and robust clawbacks reduce misalignment risk; double-trigger CIC and absence of tax gross-ups reflect shareholder-friendly structures .
- Vesting-driven supply monitoring: RSUs vest 2/28/2027 and options tranche annually from 2025–2027—monitor Form 4s around vesting and PSA payout windows for potential insider selling pressure and signal interpretation .
- Pay-performance linkage: 2024 corporate UPP payout was 106% driven by EBIT outperformance despite OCF slight under-target; continued delivery on ROIC and rTSR will determine above-target PSA outcomes through 2026—track quarterly EBIT/OCF and capital deployment against ROIC objectives .
- Retention/transition risk: CIC cash severance (2x salary+bonus) and accelerated vesting mechanics provide retention/stability through change scenarios; low say-on-pay in 2024 (75.4%) drove program refinements—continued investor scrutiny implies sustained discipline in performance targets and disclosure .