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Travis Smith

Executive Vice President, Additives & Functional Products, Manufacturing, WWE&C and HSE at EASTMAN CHEMICALEASTMAN CHEMICAL
Executive

About Travis Smith

B. Travis Smith is Executive Vice President, Additives & Functional Products (AFP), Manufacturing, Worldwide Engineering & Construction (WWE&C) and Health, Safety & Environment (HSE) at Eastman Chemical (EMN). He became EVP effective January 2025 after serving as Senior Vice President with responsibility for AFP since October 2022; he joined Eastman in December 1992 as a chemical engineer and has held roles across manufacturing, chemicals, corporate innovation, specialty plastics, and advanced materials . He is 51 years old . Company performance context during his recent leadership period: in 2024 Eastman delivered $9.38B revenue, $1.30B adjusted EBIT, $7.89 adjusted diluted EPS and $1.29B operating cash flow, and the 2022–2024 PSU cycle paid out at 135% of target; the company’s cumulative TSR index stood at 136 (base 100 at 12/31/2019) .

Past Roles

OrganizationRoleYearsStrategic impact
Eastman ChemicalExecutive Vice President, AFP; Manufacturing, WWE&C and HSEJan 2025 – PresentExpanded scope to lead global manufacturing and engineering alongside AFP and HSE to drive execution and safety .
Eastman ChemicalSenior Vice President, AFP segment leadOct 2022 – Dec 2024Led AFP commercial and operating performance; advanced innovation and execution priorities .
Eastman ChemicalVP & GM, Performance Films and Advanced InterlayersApr 2018 – Oct 2022Combined leadership across films and interlayers platforms to scale growth in Advanced Materials end-markets .
Eastman ChemicalVP & GM, Performance FilmsJul 2012 – Apr 2018Drove growth and integration in window/paint protection films after acquisitions; product mix upgrade focus .
Eastman ChemicalChemical engineer and progressive manufacturing/business leadership rolesDec 1992 – 2012Built deep manufacturing and product leadership across chemicals, innovation, and specialty plastics .

External Roles

None disclosed for Travis Smith in the SEC filings reviewed .

Fixed Compensation

Multi-year summary compensation for B. Travis Smith (USD):

Metric20232024
Salary$615,689 $680,016
Stock Awards (PSUs/RSUs, grant-date fair value)$1,848,839 $1,778,740
Option Awards (grant-date fair value)$407,916 $448,211
Non-Equity Incentive (Annual bonus, UPP)$411,060 $767,970
Change in Pension Value$171,295 $270,522
All Other Compensation (perqs, benefits, company DC contributions)$44,353 $75,498
Total$3,499,152 $4,020,957

Compensation mechanics and 2024 target bonus:

  • Target annual incentive opportunity: 90% of base salary (UPP target) for 2024; corporate payout factor 106%; individual adjustment factor 115%; paid $767,970 .
  • Committee noted Mr. Smith earned a promotion to EVP and approved a 12.9% 2024 base salary increase in that context .

Performance Compensation

Annual Incentive (UPP) – 2024 Design, Targets, and Outcomes

MetricWeightTargetActualPayout Factor
Adjusted EBIT40%$1.25B $1.298B 125%
Modified Operating Cash Flow40%$1.35B $1.287B 88%
Strategic & Operational Objectives (safety/new business/inclusion)20%Defined goals (e.g., OSHA recordable -15%; new business $550M) Mixed: exceeded/achieved/partially achieved 102%
Total corporate payout factor106%

2024 UPP target opportunities for NEOs (for context): CEO 150%, CFO 100%, CCO 100%, Crawford 85%, Smith 90% of base salary .

Long-Term Incentives (LTI) – 2024 Grants and Structure

InstrumentWeightKey termsMetrics
Performance Share Awards (2024–2026)60%Payout 0–250% of target shares based on 3-year performance rTSR (60%) vs S&P 1500 Chemicals peers (exclusions stated) and ROIC (40%)
Stock Options (grant 2/27/2024)20%10-year term; vest 1/3 on 2/27/2025, 2/27/2026, 2/27/2027; exercise price $86.15 Stock price appreciation
RSUs (grant 2/27/2024)20%Cliff vest at 3 years; payable 2/28/2027 with dividend equivalents in cash at vest Time-based

Individual 2024 grants for B. Travis Smith:

  • PSAs (2024–2026) target: 12,862 shares; threshold 1,543; max 32,156 .
  • RSUs: 4,288 units (grant 2/27/2024) .
  • Options: 21,182 options @ $86.15 (grant 2/27/2024) .

Historical PSU payout: 2022–2024 cycle paid at 135% of target based on 3rd quintile TSR and 10.0% average ROIC, plus modifier outcome; five-cycle history: 130%, 100%, 100%, 80%, 135% .

Equity Ownership & Alignment

ItemDetail
Total beneficial ownership70,842 shares; “<1%” of outstanding .
Options exercisable within 60 days (included above)55,860 shares .
RSUs unvested (12/31/2024)4,288 units; market value $391,580 at $91.32 .
PSUs outstanding (uneared)42,908 target/earned-to-date basis; value $3,918,335 at $91.32 .
Options outstanding (illustrative strikes/expiries)Multiple tranches; e.g., 104.21 exp. 2/25/2028; 82.69 exp. 2/27/2029; 72.92 exp. 10/14/2029; 61.51 exp. 2/27/2030; 109.26 exp. 2/25/2031; 120.80 exp. 2/24/2032 (w/ 1,726 unexercisable then), 83.84 exp. 2/23/2033 (w/ 12,550 unexercisable then); 86.15 exp. 2/26/2034 (21,182 unexercisable at 12/31/2024) .
2024 equity activity4,193 shares vested (PSUs), $433,849 value; no option exercises in 2024 .
Ownership guidelinesExecutives (other than CEO) 2.5x base salary; all NEOs met or on schedule .
Hedging/pledgingProhibited for directors, executive officers, and employees .

Vesting/supply overhang from 2024 awards:

  • RSUs: 4,288 units vest/pay 2/28/2027 .
  • Options: 21,182 vest one-third on 2/27/2025, 2/27/2026, 2/27/2027 .
  • PSUs (2024–2026): payout post-performance period based on rTSR/ROIC .

Employment Terms

  • Change-in-control (CIC) agreements: For executives other than CEO, lump-sum cash equal to 2x (base salary + target annual bonus) upon qualifying termination within two years after a CIC; 18 months health/welfare continuation; accelerated vesting of equity under Omnibus Plan on double-trigger; no tax gross-ups .
  • Potential payments for B. Travis Smith, if terminated without cause/good reason post-CIC on 12/31/2024 (illustrative): Cash severance $2,660,000; value of unvested equity at target $2,846,012; health/welfare continuation $36,918; total $5,542,930 .
  • Clawbacks: Dodd-Frank compliant policy for restatements; separate “Detrimental Conduct” policy (adopted Dec 2024) enabling recovery for misconduct .

Perquisites and benefits (2024):

  • Personal umbrella insurance $2,106; financial counseling $9,000; supplemental long-term disability $9,916 (no personal aircraft or home security reported for Smith) .

Retirement/deferral:

  • Pension present value (12/31/2024): ERAP $409,072; ERIP/URIP $780,782; 32 years credited service .
  • Executive Deferred Compensation Plan (EDCP) 2024: Executive contributions $41,106; company contributions $37,226; aggregate earnings $37,143; year-end balance $301,753 .

Related-party/pledging:

  • Smith’s spouse is employed by Eastman in a non-executive role; compensation < $250,000; not in his line of management; Smith not involved in hiring/comp decisions; Board/NCG reviewed under policy .
  • Company prohibits hedging and pledging of Eastman stock by executives .

Performance & Track Record

  • Company-level 2024 results: $9.38B sales; $1.30B adjusted EBIT; $7.89 adjusted diluted EPS; $1.29B operating cash flow; $679M returned to shareholders via dividends/repurchases .
  • Pay-for-performance: 2024 UPP paid at 106% corporate factor with clear quantification of adjusted EBIT/OCF/strategic outcomes; Smith’s individual factor 115% reflecting above-target personal performance .
  • LTI alignment: 2022–2024 PSUs paid at 135% based on TSR and ROIC delivery; rTSR and ROIC remain the 2024–2026 PSU metrics (60%/40%) .
  • TSR context: Five-year cumulative TSR index 136 (vs 145 for S&P 1500 Chemicals peer index) as of 2024 .

Compensation Structure Analysis

  • Shift toward resilience: 2024 LTI mix added RSUs (20%) alongside PSUs (60%) and options (20%); PSU funding now via separate continuous formulas for rTSR and ROIC; prior modifier eliminated, reducing risk of above-target payouts with below-median TSR absent strong ROIC .
  • Annual plan alignment: 2024 UPP weighted 80% on financials (adjusted EBIT/modified OCF) and 20% on safety/new business/inclusion, linking incentives to core strategic drivers .
  • Governance/say-on-pay: 2024 say-on-pay support was ~75.4% vs 91.8% in 2023; subsequent investor engagement drove 2024 program adjustments (peer group realignment, plan design changes, clawback enhancement) .

Equity Grants and Vesting Detail (2024)

GrantDateQuantity/Terms
PSAs (2024–2026)Effective 1/1/2024Threshold 1,543; target 12,862; max 32,156 shares; metrics rTSR (60%) and ROIC (40%) .
RSUs2/27/20244,288 units; cliff vest/pay 2/28/2027; dividend equivalents paid in cash at vest .
Options2/27/202421,182 options @ $86.15; vest 1/3 annually 2025–2027; 10-year term .

Ownership Guideline & Compliance

  • Executives (other than CEO) must hold 2.5x salary; all NEOs met or are on track; company prohibits hedging/pledging .

Employment Terms & CIC Economics (Summary)

ProvisionTerms
Severance under CIC (non-CEO)2x base salary + target annual bonus; 18 months health/welfare; accelerated vesting under Omnibus Plan on qualifying termination or if stock ceases to be publicly traded; no tax gross-ups .
ClawbacksDodd-Frank restatement recovery and separate “detrimental conduct” clawback .

Investment Implications

  • Alignment strong; retention risk moderate: Significant at-risk pay (PSUs/options) with rTSR (60%) and ROIC (40%) drives alignment; sizable unvested PSUs (42,908 shares) and new option/RSU grants create retention hooks through 2027 .
  • Limited near-term selling pressure: No option exercises in 2024; 2024 RSUs vest in 2027; options vest gradually 2025–2027; 2024 PSU payouts depend on multi-year performance .
  • Governance risk mitigants: Double‑trigger CIC, no hedging/pledging, robust clawbacks reduce risk of misalignment; say‑on‑pay softness (75.4%) prompted program improvements—watch future approval rates for sentiment shifts .
  • Related‑party disclosure transparent: Spousal employment below thresholds with guardrails and board review; low conflict risk signal .