Jeanne McGovern
HuntsmanAbout Jeanne McGovern
Independent director of Huntsman Corporation since 2021; age 66. Chair of the Audit Committee and member of the Nominating & Corporate Governance Committee. Former Deloitte & Touche LLP partner with a ~40-year audit and advisory career (retired 2020), designated by the Board as an “audit committee financial expert.” B.A. in Accounting from Syracuse University; CPA (AICPA and Washington Society of CPAs) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner; senior audit and advisory leader providing lead audit services to Fortune 500 companies; advisory on M&A/divestitures, business model transformation, financing; roles in Office of the CEO’s U.S. National Leadership; Independence Leader for U.S. Audit & Assurance | Retired 2020; ~40-year career | Deep expertise in financial reporting, internal controls, risk management; governance best practices for audit committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flexsteel Industries (US-listed) | Independent Director; Chair of Audit & Ethics Committee; member of Nominating & Governance; previously Compensation Committee member in 2024 | 2022–present | Leads audit oversight and ethics; governance committee member, prior comp experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board comprised of a majority of independent directors; all committees consist of independent directors . |
| Committees (HUN) | Audit Committee (Chair); Nominating & Corporate Governance Committee (member) . |
| Financial Expert | Designated “audit committee financial expert” under SEC rules . |
| Meetings & Attendance (2024) | Board met 6 times; non-management directors held 4 executive sessions; each director attended at least 75% of combined Board and committee meetings on which they served . |
| Committee Meetings (2024) | Audit: 4; Compensation: 8; Governance: 4; Sustainability: 4 . |
| Audit Committee Oversight | Sole responsibility for auditor appointment/termination; monitors integrity of financials, internal audit, compliance; oversees enterprise-wide and financial risk, and technology/cybersecurity risk . |
| Auditor Appointment & Independence | Audit Committee (chaired by McGovern) re-engaged Deloitte & Touche LLP for FY2025; received PCAOB-required independence communications and discussed auditor independence before recommending inclusion of FY2024 audited financials in Form 10‑K . |
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer | $125,000 . |
| Audit Committee Service Fee | $20,000 (annual) . |
| Audit Committee Chair Supplemental Retainer | $40,000 (annual) . |
| Nominating & Corporate Governance Committee Fee | $10,000 (annual) . |
| Expense Reimbursement | Reimbursed reasonable out-of-pocket expenses for Board/committee duties . |
| Charitable Match (Director Program) | Company matched eligible director charitable donations up to $10,000; McGovern participated in 2024 . |
Performance Compensation (Non-Employee Director; 2024)
| Equity Award | Shares/Units | Grant Date | Valuation | Vesting/Delivery |
|---|---|---|---|---|
| Annual stock award or stock unit award | 6,895 shares (each director) | Feb 15, 2024 | Grant date fair value $23.93 per share (ASC 718) | Fully vested stock awards or stock unit awards; shares underlying stock units delivered upon termination of service |
| Options/SARs | Not currently granted by the Company under policy responding to Item 402(x)(1) of Reg S‑K . |
No performance-conditioned director equity (e.g., PSUs) is disclosed; 2024 director equity consisted of fully vested stock awards or stock unit awards, with units deferred until service ends .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Flexsteel Industries | Independent Director; Chair, Audit & Ethics; Member, Nominating & Governance; former Compensation member (2024) | No related-party transactions involving McGovern are identified in the proxy sections reviewed; the company’s Related Party Transactions Policy requires Audit Committee pre-approval for covered transactions >$120,000 and recusal of any involved director . |
Expertise & Qualifications
- Financial reporting, audit, internal controls, risk management; governance best practices for audit committees; extensive experience across industrials, chemicals, consumer, and life sciences sectors .
- CPA; SEC-designated audit committee financial expert; brings M&A and strategic transaction advisory experience to the Board .
Equity Ownership
| Holder | Common Stock Beneficially Owned | % Outstanding |
|---|---|---|
| Jeanne McGovern | 29,284 shares (as of March 7, 2025) | <1% |
- Director Stock Ownership Guidelines: minimum ownership equal to 3x annual cash retainer for directors; retention requirement of at least 50% of net shares until guideline is met. As of July 15, 2024, all directors and NEOs have either met the guidelines or are progressing toward meeting them within a reasonable period .
- Hedging/Pledging: Hedging and short sales by directors are prohibited; as of the proxy date, none of the directors or executive officers engaged in hedging transactions. Pledging is not prohibited but requires caution (e.g., margin accounts) under the Insider Trading Policy .
Governance Assessment
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Strengths
- Independent audit chair with deep audit and financial reporting expertise; officially designated audit committee financial expert, enhancing investor confidence in financial oversight .
- Active committee workload and Board engagement: Board met 6 times; committees (including Audit) met regularly; each director met the 75% attendance threshold; non-management directors met in executive session 4 times, reinforcing independent oversight .
- Robust ownership alignment policy (3x retainer for directors) with retention requirements; Company states all directors/NEOs are at or progressing toward compliance as of July 15, 2024 .
- Audit Committee documented process on auditor independence and re-appointment; coverage includes cybersecurity and technology risk oversight—material for chemicals manufacturing operations .
-
Potential Risks / RED FLAGS
- Perception risk: McGovern’s long Deloitte career while Deloitte serves as HUN’s auditor. Mitigants disclosed include PCAOB independence confirmations, Audit Committee independence determinations, and elapsed time since retirement (retired 2020) consistent with NYSE/SEC independence criteria .
- Company-level context: Combined Chair/CEO structure (lead independent director in place); not specific to McGovern but relevant to overall board dynamics .
- Pledging policy permits pledging with caution (not a prohibition). No hedging by directors reported; no specific disclosure that McGovern has pledged shares .
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Compliance signals
- Delinquent Section 16(a): Company reports all directors and executive officers filed required Section 16 reports on a timely basis during 2024; positive procedural compliance indicator .
- Related party oversight: Policy requires Audit Committee approval and recusal for related party transactions; 2024 disclosure addresses CEO family employment with committee oversight and details, but no transactions involving McGovern were identified in reviewed sections .
Fixed Compensation (Detail)
| Cash Component (2024) | Amount |
|---|---|
| Annual Retainer | $125,000 |
| Audit Committee Service | $20,000 |
| Audit Committee Chair Supplemental | $40,000 |
| Nominating & Corporate Governance Committee Service | $10,000 |
Performance Compensation (Detail)
| Equity Component (2024) | Terms |
|---|---|
| Annual Director Equity | Each director received 6,895 shares as a stock award or stock unit award on Feb 15, 2024, with grant date fair value of $23.93/share (ASC 718). Stock unit awards deliver shares upon termination of service; awards were fully vested at grant . |
| Options/SARs | Company states it does not currently grant options/SARs; no option timing policy needed under Item 402(x)(1) unless reinstated . |
Other Directorships & Interlocks (Detail)
| Company | Role | Committees |
|---|---|---|
| Flexsteel Industries | Independent Director (US-listed) | Chair of Audit & Ethics; Member of Nominating & Governance; previously Compensation (2024) |
Governance Notes
- Committee structure: All Board committees consist solely of independent directors; chairs (including Audit) are women, with the Governance Chair serving as Lead Independent Director and Non-Executive Vice Chair .
- Board diversity and refreshment: Multi-year refresh resulted in diverse skills/experiences across 10 nominees; McGovern contributes extensive financial and audit expertise relevant to chemicals and industrial markets .
Overall, McGovern’s profile aligns with strong audit oversight and governance best practices, with the main perception risk being her historical Deloitte affiliation mitigated through disclosed independence safeguards and elapsed time since retirement .