Jan Tighe
HuntsmanAbout Jan E. Tighe
Retired U.S. Navy Vice Admiral and independent director of Huntsman Corporation since 2019; age 62 in the latest proxy. She chairs the Sustainability Committee and serves on the Audit Committee, bringing deep cybersecurity, information technology, risk oversight, and strategic planning expertise to the board, with degrees in theoretical and applied mathematics and a Ph.D. in electrical engineering.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Vice Admiral; Deputy Chief of Naval Operations for Information Warfare; Director of Naval Intelligence; CIO; Director of Cybersecurity | 1984–2018 | Planned and financed ~$150B annually for global operations; led digital transformation and cyber resiliency; commanded Fleet Cyber Command/U.S. Tenth Fleet (defense of global Navy IT networks; signals intelligence; offensive cyberspace operations) |
| National Security Agency (NSA) / U.S. Cyber Command | Navy Component Commander (signals intelligence and offensive cyberspace operations) | During tenure as Fleet Cyber Commander | Directed complex cyber/intelligence operations; strategic risk management |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Independent Director; member of Risk, Audit, Corporate Governance & Nominating; Chair of Technology Risk Subcommittee (Risk) | 2018–present | Risk (Tech Risk Subcommittee Chair), Audit, Corporate Governance & Nominating |
| General Motors Company | Independent Director | 2023–present | Audit; Risk & Cybersecurity |
| Progressive Corporation | Former Independent Director | Prior service | Technology; Compensation (as disclosed in prior proxy) |
| IronNet, Inc. | Former Independent Director | Prior service | Chair, Nominating & Corporate Governance |
| Defense Science Board; The MITRE Corporation (Trustee); Idaho National Labs Strategic Advisory Committee; U.S. Naval Academy Foundation; Alliance for Decision Education; Paladin Capital Group (Strategic Advisory Group) | Member/Trustee/Board roles | Ongoing | Governance/strategy and cyber expertise contributions |
Board Governance
- Committee assignments: Sustainability (Chair) and Audit (Member). In 2024, committee meeting counts were Audit 4, Compensation 8, Governance 4, Sustainability 4; in 2023, Audit 4, Compensation 6, Governance 4, Sustainability 4; in 2022, Audit 7, Compensation 7, Governance 8, Sustainability 4.
- Independence: Board determined Tighe and a majority of directors are independent; all board committees are fully independent.
- Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024 and 2023 (and in 2022). Annual meeting attendance: five directors attended in 2024; all directors attended in 2023 and 2022.
- Audit Committee participation: Named in Audit Committee Report for 2025 proxy alongside committee members.
Fixed Compensation
| Year | Annual Retainer ($) | Audit Committee Member Fee ($) | Sustainability Committee Chair Fee ($) | Total Cash Fees ($) |
|---|---|---|---|---|
| 2024 | 125,000 | 20,000 | 30,000 | 175,000 |
| 2023 | 145,000 | 20,000 | 30,000 | 195,000 |
| 2022 | 145,000 | 20,000 | 30,000 | 195,000 |
Notes:
- Lead Independent Director retainer was $60,000 (not applicable to Tighe). Committee chair supplemental retainers: $40,000 (Audit/Compensation), $20,000 (other committees).
Performance Compensation
| Year | Stock Awards ($) | Instrument | Grant Date | Shares Granted | Per-Share Grant Date Value ($) |
|---|---|---|---|---|---|
| 2024 | 165,000 | Fully-vested stock awards or deferred stock units (director election) | Feb 15, 2024 | 6,895 | 23.93 |
| 2023 | 145,000 | Fully-vested stock awards or deferred stock units (director election) | Feb 16, 2023 | 4,700 | 30.85 |
| 2022 | 145,000 | Stock awards (plan-based) | — | — | — |
Program characteristics and risk signals:
- Awards to non-employee directors are fully-vested stock or deferred stock units; no performance-based equity metrics disclosed for directors.
- Company currently does not grant new stock options or option-like instruments; no option timing policy applicable.
- Huntsman Director Matching Gift Program may match charitable contributions up to $10,000 per director per year.
- All Other Compensation for Tighe: $0 in 2024; $23,087 in 2023 (includes incremental cost for spouse travel tied to board meetings as noted); $0 in 2022.
Other Directorships & Interlocks
| Company | Relationship to HUN | Potential Conflict Consideration |
|---|---|---|
| Goldman Sachs Group, Inc. | Potential provider of financial advisory, underwriting, or banking services | No related-party transactions disclosed in proxy; independence affirmed after Governance Committee review. Monitor if Huntsman engages Goldman on financing/M&A. |
| General Motors Company | Customer/supplier overlap unlikely (chemicals vs autos), but cyber-risk insights may benefit HUN | No conflicts disclosed; independence affirmed. |
Expertise & Qualifications
- Cybersecurity and information technology deployment; operational technology cyber resiliency; oversight of complex cyber/intelligence operations (Fleet Cyber Command/U.S. Tenth Fleet).
- Strategic planning, risk assessment/mitigation, execution; large-scale resource programming.
- Education: B.S. Theoretical Mathematics (U.S. Naval Academy), M.S. Applied Mathematics (Naval Postgraduate School), Ph.D. Electrical Engineering (Naval Postgraduate School).
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Mar 7, 2025 | 41,540 | <1% |
| Mar 7, 2024 | 31,823 | <1% |
| Feb 27, 2023 | 24,928 | <1% |
Alignment guardrails:
- Director stock ownership guideline: at least 3x annual cash retainer; directors must retain at least 50% of net shares until guideline is met; as of July 15, 2024, all directors/NEOs have met or are progressing toward guidelines within a reasonable period.
- Policy prohibiting short sales by directors and executive officers.
Governance Assessment
- Strengths: Sustained independence, committee leadership (Sustainability Chair) and Audit membership; deep cyber/technology risk oversight credentials; consistent meeting attendance threshold; meaningful equity holdings increasing over time; director stock ownership guidelines and retention requirements; no options granted to directors (reduces timing/repricing risk).
- Compensation mix: Balanced cash retainer plus equity; 2024 program adjusted retainer ($125,000 vs. $145,000 in 2023) while maintaining equity value ($165,000), preserving ownership alignment.
- Potential watch items: External board service at Goldman Sachs and GM—monitor any engagements between Huntsman and these companies that could create perceived conflicts; incremental 2023 spouse travel reimbursement is immaterial but should be controlled by policy; 2024 annual meeting attendance (five directors attended) suggests mixed engagement at that event—no individual attendance disclosure for Tighe. No related-party transactions involving Tighe disclosed.
- Risk controls: Robust audit oversight (Tighe included in Audit Committee Report); director compensation capped by plan limits ($750,000/year under 2025 Stock Incentive Plan for non-employee directors); clawback policy applies to Section 16 officers (not director equity), reducing executive incentive risk.