Cynthia Egan
HuntsmanAbout Cynthia L. Egan
Cynthia L. Egan (age 69) is Huntsman’s Lead Independent Director and Non‑Executive Vice Chair, serving on the Board since 2020 and chairing the Nominating & Corporate Governance Committee; she brings deep investment management and governance expertise from senior roles at T. Rowe Price and Fidelity, and as a Senior Advisor to the U.S. Treasury (retirement security) . She holds a B.S. from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Senior Advisor on domestic employment retirement security | 2014–2015 | Policy expertise in retirement security |
| T. Rowe Price Group | President, Retirement Plan Services; Founding chair of Women’s Roundtable | 2007–2012 | Grew retirement platform; leadership in human capital |
| Fidelity Investments | Senior executive incl. EVP & Head, Fidelity Institutional Services; President, Fidelity Charitable Gift Fund; EVP, Fidelity Management Research | 1989–2007 | Large-scale operating and governance experience |
| Federal Reserve Board of Governors; KPMG; Bankers Trust | Early career roles | n/a | Finance and regulatory grounding |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Hanover Insurance Group (NYSE: THG) | Independent Director; Chair of the Board | 2015–present | Compensation & Human Capital Committee member |
| Unum Group (NYSE: UNM) | Independent Director | 2014–present | Chair, Regulatory Compliance Committee; Human Capital Committee member |
| BlackRock Fixed‑Income Complex (closed‑end/open‑end non‑index fixed‑income funds) | Independent Trustee | 2016–present | Trustee oversight of multiple funds |
| University of Maryland School of Medicine | Board of Visitors, Chair Emerita | n/a | External academic governance leadership |
| Envestnet, Inc. (former) | Independent Director | n/a | Fintech board experience (former) |
Board Governance
- Independence: The Board determined Ms. Egan is independent under NYSE and company criteria; all directors except the CEO are independent, and all committees are fully independent .
- Roles: Lead Independent Director and Non‑Executive Vice Chair; she chairs executive sessions of non‑management directors .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; committee structure and 2024 meeting counts—Audit (4), Compensation (8), Governance (4), Sustainability (4) .
- Attendance and engagement: In 2024, the Board met six times; each director attended at least 75% of Board and relevant committee meetings; non‑management directors held four executive sessions .
- Diversity and governance posture: Huntsman highlights robust governance (majority independent, proxy access, ownership guidelines, prohibition on short sales) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $215,000 | Cash retainer plus role/committee retainers |
| Stock awards (grant date fair value) | $165,000 | 6,895 shares/units at $23.93 grant-date price on Feb 15, 2024 |
| All other compensation | $10,000 | Company matching gift under Director Matching Gift Program |
| Total | $390,000 | Sum of cash, equity, other |
Director fee schedule (2024) relevant to Ms. Egan:
- Annual director retainer: $125,000 .
- Lead Independent Director retainer: $60,000 .
- Governance Committee chair retainer: $30,000 .
- Committee membership fees: Audit $20,000; other committees $10,000 (for context) .
Equity form: non‑employee directors received fully‑vested stock awards or deferred stock units at the director’s election under the 2016 Stock Incentive Plan .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑conditioned metrics for director pay | None disclosed; director equity is fully‑vested stock awards or DSUs, not tied to performance metrics |
Other Directorships & Interlocks
| Company | Relationship to HUN | Potential Interlock/Conflict |
|---|---|---|
| The Hanover Insurance Group | External public company board | No Huntsman‑identified related‑party transaction noted in proxy |
| Unum Group | External public company board | No Huntsman‑identified related‑party transaction noted in proxy |
| BlackRock Fixed‑Income Complex | External fund trustee | No Huntsman‑identified related‑party transaction noted in proxy |
The “Certain Relationships and Related Transactions” section outlines policy and discloses Huntsman family employment items; no Egan‑specific related‑party transactions are disclosed in 2024/2025 proxy materials .
Expertise & Qualifications
- Investment management, corporate finance, and governance expertise from senior leadership roles at T. Rowe Price and Fidelity, and U.S. Treasury advisory experience .
- Board‑level oversight skills in human capital, sustainability, and governance; extensive experience serving and chairing public company board committees .
- Education: B.S., Boston College .
Equity Ownership
| Beneficial Ownership (as of Mar 7, 2025) | Amount | Notes |
|---|---|---|
| Total beneficially owned | 34,044 shares | “Less than 1%” of outstanding shares; table indicates “*” for <1% |
| Included vested stock units | 18,891 units | Deliverable upon termination of service (subset of above) |
| Common shares (inferred from filings) | 15,153 shares | Matches post‑grant share count after 2024 director equity award |
Recent insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Securities Transacted | Security | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|---|
| 2025‑02‑18 | 2025‑02‑13 | A (award/grant) | 9,717 | Stock Units | 9,717 units | https://www.sec.gov/Archives/edgar/data/1307954/000121465925003007/0001214659-25-003007-index.htm |
| 2024‑02‑20 | 2024‑02‑15 | A (award/grant) | 6,895 | Common Stock | 15,153 shares | https://www.sec.gov/Archives/edgar/data/1307954/000121465924003151/0001214659-24-003151-index.htm |
Ownership alignment policies:
- Robust stock ownership guidelines for directors (company‑wide governance feature) .
- Policy prohibiting short sales by directors and executive officers .
No pledging or hedging by Ms. Egan is disclosed in the proxy; no Egan‑specific related‑party transactions are disclosed .
Governance Assessment
-
Strengths for investor confidence:
- Independent Lead Director and Non‑Executive Vice Chair with direct accountability for executive sessions and governance process; chairs Governance Committee .
- Documented independence and fully independent committees; robust governance practices (proxy access, majority voting, ownership guidelines, prohibition on short sales) .
- Solid engagement profile: Board met 6 times; directors met attendance threshold; committees actively met (Gov 4) in 2024 .
- Transparent director pay structure with balanced cash/equity and charitable match; 2024 total of $390,000 (cash $215k; equity $165k; other $10k) .
- Ownership via stock/DSUs (including 18,891 vested units) aligns interests with shareholders .
-
Watch items:
- Multiple external public board roles (Hanover; Unum; plus trustee at BlackRock fixed‑income funds) warrant standard time‑commitment monitoring, though company guidelines cap outside public boards and emphasize attendance; no proxy indication of non‑compliance or attendance issues for Ms. Egan in 2024 .
- Company‑level related‑party sensitivity exists (e.g., CEO family employment disclosures), but no Egan‑specific related‑party items were disclosed; policy requires pre‑approval and recusal for related‑person transactions .
Shareholder signals:
- Say‑on‑pay support was ~85% in 2024, indicating generally constructive investor sentiment toward compensation governance (company‑level signal) .
Citations:
Huntsman DEF 14A (2025) – Egan biography, roles, external boards, education.
Huntsman DEF 14A (2025) – Board independence framework and determinations.
Huntsman DEF 14A (2025) – Lead Independent Director role, executive sessions.
Huntsman DEF 14A (2025) – Committee structure and 2024 meeting counts.
Huntsman DEF 14A (2025) – Board meetings and attendance in 2024.
Huntsman DEF 14A (2025) – Governance highlights, stock ownership guidelines, short‑sale policy.
Huntsman DEF 14A (2025) – Director compensation structure, 2024 amounts, fee schedule, equity award details.
Huntsman DEF 14A (2025) – Security ownership table and notes (Egan share count; vested stock units).
Huntsman DEF 14A (2025) – Related‑party policy and disclosures; Huntsman family employment.
Huntsman DEF 14A (2025) – Say‑on‑pay results and shareholder feedback.
SEC Form 4s (insider trades): 2025 grant of stock units and 2024 grant of common stock: https://www.sec.gov/Archives/edgar/data/1307954/000121465925003007/0001214659-25-003007-index.htm; https://www.sec.gov/Archives/edgar/data/1307954/000121465924003151/0001214659-24-003151-index.htm