William McLain
EASTMAN CHEMICALAbout William McLain
William T. McLain, Jr., age 52, is Executive Vice President and Chief Financial Officer of Eastman Chemical Company, serving as CFO since February 2020 after joining Eastman in 2000; earlier roles include Director, Asia Pacific Finance (2011), International Controller (2013), Corporate Controller (2014–2016), and VP Finance (2016), and prior experience at PricewaterhouseCoopers LLP . Eastman’s performance under his tenure shows improved cash flow and earnings in 2024, with revenue of $9.38B, EBIT $1.28B, adjusted EBIT $1.30B, EPS $7.67, adjusted EPS $7.89, and $1.29B operating cash flow; $679M was returned to shareholders .
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Sales/Revenue ($USD Billions) | $9.2 | $9.38 |
| EBIT ($USD Billions) | $1.3 | $1.28 |
| Adjusted EBIT ($USD Billions) | ~$1.1 | $1.30 |
| Net Earnings ($USD Millions) | $894 | $905 |
| Diluted EPS ($USD) | $7.40 | $7.67 |
| Adjusted Diluted EPS ($USD) | $6.40 | $7.89 |
| Operating Cash Flow ($USD Billions) | ~$1.4 | $1.29 |
| Cash Returned to Shareholders ($USD Millions) | ~$525 | $679 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastman Chemical Company | EVP & CFO | 2020–Present | Led finance during circular-economy investments and Kingsport methanolysis startup; improved cash flow and earnings mix |
| Eastman Chemical Company | VP Finance; Corporate Controller; International Controller; Director, Asia Pacific Finance | 2011–2016 (various) | Built global finance controls and regional finance leadership |
| PricewaterhouseCoopers LLP | Auditor/Consultant | Pre-2000 | External audit foundation supporting financial reporting rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastman Foundation | Director (shared voting/investment power; no pecuniary interest) | Current | Supports corporate philanthropy; shares voting/investment authority on 50,798 shares |
Fixed Compensation
Multi-Year Compensation (Summary Compensation Table)
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $766,118 | $795,266 | $817,164 |
| Bonus | $0 | $0 | $0 |
| Stock Awards | $2,844,533 | $2,773,258 | $2,246,716 |
| Option Awards | $670,003 | $611,874 | $566,157 |
| Non-Equity Incentive Plan (UPP) | $0 | $686,400 | $874,500 |
| Change in Pension Value & NQDC Earnings | $233,768 | $250,610 | $152,484 |
| All Other Compensation | $121,925 | $88,267 | $102,873 |
| Total | $4,636,347 | $5,205,675 | $4,759,894 |
Annual Incentive (UPP) Design and 2024 Outcome
| Item | 2024 Value |
|---|---|
| Target UPP Opportunity (% of Base) | 100% |
| Target UPP ($) | $825,000 |
| Corporate Payout Factor | 106% |
| Individual Adjustment Factor | 100% |
| Actual Payout ($) | $874,500 |
Notes: 2024 UPP included 80% financial metrics and 20% strategic/operational goals (safety, new business, culture) .
Perquisites (2024)
| Perquisite | Amount ($USD) |
|---|---|
| Personal Umbrella Liability Insurance | $2,106 |
| Home Security | $5,379 |
| Financial Counseling | $9,000 |
| Supplemental Long-Term Disability Insurance | $11,155 |
| Non-business Aircraft Use | $0 |
Performance Compensation
Long-Term Incentive Mix and Metrics (2024–2026 Plan)
| Component | Weight | Metrics/Terms |
|---|---|---|
| PSAs | 60% | rTSR (60%) vs S&P1500 Chemicals peer set; ROIC (40%); continuous formula; modifier eliminated |
| Stock Options | 20% | Time-vest; exercise price at grant; Black-Scholes valuation |
| RSUs | 20% | 3-year vest for resilience across cycles |
2023 vs 2024 Grants (McLain)
| Award Type | 2023 Grant Details | 2024 Grant Details |
|---|---|---|
| PSAs (Target units) | 22,236 units granted 1/1/2023; Grant-date FV $2,773,258 | 16,246 units granted 1/1/2024; Grant-date FV $1,780,128 |
| Options | 28,236 options @ $83.84 on 2/24/2023; FV $611,874 | 26,756 options @ $86.15 on 2/26/2024; FV $566,157 |
| RSUs | Not used in 2023 plan | 5,416 RSUs on 2/27/2024; FV $466,588; vest on 2/28/2027 |
Outstanding Equity at 12/31/2024 (Selected)
| Item | Amount |
|---|---|
| RSUs unvested (#; Market Value $) | 5,416; $494,589 |
| Unearned PSUs (#; Payout Value $ at target) | 59,883; $5,468,472 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 238,018 shares; includes 137,366 shares acquirable via options; includes 50,798 shares of Eastman Foundation with shared voting/investment power and no pecuniary interest |
| Beneficial Ownership (3/1/2024) | 200,530 shares |
| Ownership Guidelines | 2.5x base salary for executive officers; 5x for CEO; compliance expected within 5 years |
| Compliance Status | All directors and NEOs have met or are on schedule to meet expectations (as of 3/3/2025) |
| Shares and Units Owned (for guideline tracking) | 36,690 (3/1/2024) ; 49,854 (3/3/2025) |
| Hedging/Pledging | Prohibited for directors, executive officers, and employees |
Employment Terms
- Change-in-Control Agreements (CIC): Double-trigger vesting; cash severance equals 2x (CEO 3x) base salary plus target annual bonus; 18 months health/welfare continuation; acceleration of unvested benefits and vesting of awards (PSAs at target or actual based on timing) .
- Potential Payments under CIC at 12/31/2024 (McLain):
| Form of Payment | Amount ($USD) |
|---|---|
| Cash Severance | $3,300,000 |
| Unvested Stock-Based Awards (at target) | $5,197,316 |
| Health/Welfare Continuation | $34,371 |
| Total | $8,531,687 |
- Clawbacks: Dodd-Frank-compliant financial restatement clawback; additional “Detrimental Conduct” clawback adopted Dec 2024 for misconduct .
Investment Implications
- Pay-for-performance alignment has strengthened: 2024 program shifts added RSUs (20%) and clarified PSAs’ rTSR/ROIC formulas, reducing chances of above-target payouts with below-median rTSR absent strong ROIC, and introduced 20% strategic goals in annual bonus to drive safety/culture/new business .
- Retention and selling pressure: RSUs granted in 2024 vest on 2/28/2027, and multiple option tranches are outstanding; combined with CIC protections (2x severance, equity acceleration), retention incentives are robust, but 2027 RSU vesting is a notable event for potential liquidity needs .
- Ownership alignment: While McLain’s beneficial ownership is under 1%, he holds significant unvested equity and options exposure, is prohibited from hedging/pledging, and is on schedule to meet stock ownership guidelines (2.5x salary), supporting alignment with shareholder interests .
- Governance and shareholder feedback: Say-on-pay approval fell to ~75.4% in 2024 from ~91.8% in 2023; the Compensation Committee responded with program changes and enhanced disclosure, indicating sensitivity to investor concerns .
Notes on Data Availability
- Insider transaction patterns (Form 4/10b5-1) were not disclosed in the reviewed proxy/8-K sources; no pledging/hedging is permitted under policy .
- No explicit non-compete, non-solicit, or garden leave terms for McLain were disclosed in the proxy materials; CIC and clawback terms are disclosed above .