David Stryker
HuntsmanAbout David Stryker
Executive Vice President, General Counsel and Secretary of Huntsman Corporation since June 2013; age 66 as of the 2024 Form 10-K filing. Prior roles include Senior Vice President, General Counsel, Secretary and Chief Compliance Officer at BASF Corporation; Associate General Counsel and Chief Compliance Officer at Siemens; partner at Kirkland & Ellis; and judicial clerk to Judge Robert H. Bork on the U.S. Court of Appeals for the D.C. Circuit . Huntsman disclosed 2024 adjusted EBITDA of $414 million and free cash flow of $101 million amid weak global markets, and a 3-year PSU payout of 65.9% tied to relative TSR (-34.1% TSR vs peers for 2022–2024) . In 2023, adjusted EBITDA was $472 million, free cash flow $21 million, and 3-year cumulative TSR was 8.7% at the 50th percentile (100% PSU payout for 2021–2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BASF Corporation | SVP, General Counsel, Secretary & Chief Compliance Officer | 2004–2013 | Led legal/compliance at a major chemicals company; foundation for Huntsman GC role |
| Siemens Corporation | Associate General Counsel & Chief Compliance Officer | Not disclosed | Corporate legal and compliance leadership at an industrial conglomerate |
| Kirkland & Ellis | Partner | Not disclosed | Complex corporate litigation/transactions; senior legal leadership experience |
| U.S. Court of Appeals (D.C. Circuit) | Judicial Clerk to Judge Robert H. Bork | Not disclosed | Appellate clerkship; analytical and legal writing credentials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed (current public boards) | — | — | No current outside directorships disclosed for Stryker |
Fixed Compensation
Summary Compensation (NEO table amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $606,454 | $643,976 | $669,738 |
| Bonus ($) | $1,000,000 | — | — |
| Stock Awards ($) | $1,678,479 | $1,738,460 | $1,615,176 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan ($) | $589,664 | $218,312 | $0 |
| Change in Pension/Deferred Comp ($) | — | $456,745 | $252,546 |
| All Other Compensation ($) | $20,700 | $30,932 | $32,823 |
| Total ($) | $3,895,297 | $3,088,425 | $2,570,283 |
Bonus Target:
| Metric | 2023 | 2024 |
|---|---|---|
| Target Bonus % of Base Salary | 80% | 80% |
Policy and 2024 decisions:
- The compensation committee exercised discretion to pay zero cash performance awards in 2024 despite positive strategic and EH&S metrics because adjusted EBITDA and free cash flow failed to meet threshold goals .
- 2024 base salary rate increased modestly to $674,650 from $655,000 effective April 1; target bonus percent remained 80% .
Performance Compensation
Annual Cash Performance Award (2024 design and outcome):
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | Not disclosed | $515 | $414 | 0% after negative discretion |
| Free Cash Flow (USD mm) | Not disclosed | $195 | $101 | 0% after negative discretion |
| Strategic & Operational Initiatives | Not disclosed | 100% | Achieved (committee cited positive progress) | 0% after negative discretion |
Annual Cash Awards (approved):
| Year | Approved Cash Performance Award ($) |
|---|---|
| 2022 | $589,664 |
| 2023 | $218,312 (committee capped and reduced awards) |
| 2024 | $0 (negative discretion due to EBITDA/FCF miss) |
Long-Term Equity (PSUs and RS):
- Mix: 60% PSUs (relative TSR, capped at target if absolute TSR negative) and 40% time-based restricted stock, 3-year ratable vesting .
- 2024 Grants to Stryker: 35,102 target PSUs (2024–2026) and 23,402 RS shares .
- 2023 Grants to Stryker: 27,229 target PSUs (2023–2025) and 12,102 RS shares .
- PSU payouts:
- 2021–2023 cycle: Company TSR 8.7% (50th percentile); Stryker earned 23,950 shares (100% of target) .
- 2022–2024 cycle: Company TSR -34.1% (36th percentile); payout 65.9% of target; Stryker earned 7,868 shares .
| PSU Cycle | Target Award (Shares) | Shares Earned (Shares) |
|---|---|---|
| 2021–2023 | 23,950 | 23,950 |
| 2022–2024 | 11,940 | 7,868 |
Equity Ownership & Alignment
Ownership and guidelines:
| Metric (as of 7/15/2024 or 3/7/2025) | Value |
|---|---|
| Beneficial Ownership (Shares) | 445,561 |
| Ownership as % of Shares Outstanding | <1% (Company notes “* less than 1%”) |
| Options Exercisable within 60 Days | 19,506 |
| Executive Stock Ownership Guideline | 3x base salary; retain 50% of net shares until met |
| Stryker’s Guideline Target (Shares) | 88,800 |
| Compliance Status | >100% of guideline achieved |
Outstanding awards (unvested at FY2024 year-end):
| Award | Shares | Reference Value |
|---|---|---|
| 2024 Restricted Stock | 23,402 | $421,938 |
| 2024 PSUs (Target) | 35,102 | $632,889 |
| 2023 Restricted Stock | 12,102 | $218,199 |
| 2023 PSUs (Target) | 27,229 | $490,939 |
| 2022 Restricted Stock | 3,412 | $61,518 |
| Stock Options (legacy grants) | 19,506 | Original strike $32.77, exp. 02/07/2028 |
Hedging/Pledging Policy:
- Hedging prohibited; short-sales and derivatives prohibited; none of executive officers engaged in hedging transactions .
- Pledging not outright prohibited, but caution required; restricted stock may not be pledged under the 2025 Stock Incentive Plan terms .
Employment Terms
Severance/Change-in-Control economics:
- Executive Severance Plan (amended and restated Feb 19, 2020): upon Qualifying Termination (without Reasonable Cause or for Good Reason), lump sum 2x Base Compensation (base salary + target annual bonus), health benefit lump sum (COBRA premium × severance period × 100%), one year outplacement, and pro-rata annual bonus .
- Definitions: Reasonable Cause (e.g., gross negligence, willful violation of law or significant policy); Good Reason (material detrimental change in job or compensation; >50-mile relocation within 12 months post-CoC) .
- Change in Control defined per 2016 Stock Incentive Plan (≥20% voting power acquisition, major merger/reorg, or asset sale) .
Quantification for Stryker (based on 12/31/2024 stock price $18.03):
| Scenario | Cash Severance ($) | Health & Welfare ($) | Outplacement ($) | Total Termination Benefits ($) |
|---|---|---|---|---|
| Involuntary Termination (No “Reasonable Cause” or for “Good Reason”) | $2,968,460 | $42,624 | $8,400 | $3,019,484 |
| Change of Control (Accelerated Equity Awards) | $1,825,483 (equity acceleration value) | — | — | — |
Award conditions and covenants:
- Awards may require post-termination general release and non-compete/restricted covenants to settle or exercise following termination .
- Clawback: company-wide NYSE/Exchange Act Section 10D-compliant clawback adopted Oct 26, 2023; recovery of incentive compensation erroneously received within prior three fiscal years upon required restatement, no misconduct required .
- 2025 Stock Incentive Plan approved (4,650,000 shares reserved), with standard change-in-control, adjustment, transfer, and tax withholding provisions .
Transition/Retention:
- On Aug 29, 2025, Stryker notified of intention to retire; on Sept 4, 2025, Huntsman announced Stryker would move to EVP, Strategic Initiatives pending year-end retirement and expected advisory consulting thereafter .
- On Sept 26, 2025, Huntsman disclosed the named successor withdrew; Stryker continues to serve as EVP, General Counsel and Secretary while successor search proceeds .
Investment Implications
- Pay-for-performance rigor: 2024 annual cash awards paid at 0% despite favorable strategic/EH&S outcomes, reflecting committee emphasis on adjusted EBITDA and free cash flow thresholds—supports alignment and reduces short-termism risk .
- Equity alignment and retention: Stryker exceeds stock ownership guidelines (>100% vs 88,800-share target) and holds meaningful unvested RS/PSUs with 3-year vest schedules; no 2024 option exercises, which moderates near-term selling pressure .
- Severance/CoC structure: 2x base+target bonus cash severance and pro-rata bonus, plus equity acceleration value on change in control; covenants and clawback strengthen governance—watch accelerated vesting sensitivity in M&A scenarios .
- Performance track record: 2021–2023 PSU paid at 100% (TSR 50th percentile) while 2022–2024 PSU paid 65.9% (TSR lagging peers), indicating cycle-sensitive outcomes; 2024 EBITDA/FCF underperformance contributed to zero cash payout .
- Governance signals: Say-on-pay support declined to ~85% in 2024 from ~97% in 2023; committee maintained equity-heavy mix (60% PSUs) and prohibits hedging—positive oversight, but investors should monitor pay outcomes in ongoing cyclical weakness .