José Muñoz
HuntsmanAbout José Muñoz
José Antonio Muñoz Barcelo, age 59, has served as an independent director of Huntsman Corporation since 2022. He is President and Chief Executive Officer of Hyundai Motor Company (appointed January 2025; previously Global COO and head of Hyundai/Genesis North America from 2019–2024). He holds an MBA from IE Business School and a Ph.D. in Nuclear Engineering from the Polytechnic University of Madrid, with executive programs at Cranfield and INSEAD, and brings deep global automotive, operations, and technology expertise to Huntsman’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyundai Motor Company | President & CEO; previously Global COO; President & CEO Hyundai/Genesis Motor North America | Jan 2025–present; 2019–Dec 2024 | Led fuel cell, EV strategy; global operations and profitable growth |
| Nissan Motor Co., Ltd. | Chief Performance Officer; Chairman, Management Committee China | 2016–2019; 2018–2019 | Led China division including manufacturing, engineering, sales, finance |
| Toyota Motor Europe | Senior operational/managerial roles | Prior to 2004 | Sales, operations, network development |
| Daewoo Motor Iberia | Senior operational/managerial roles | Prior to 2004 | Sales, operations, network development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hyundai Motor Company | Board Member | 2023–present | Corporate director at automotive OEM |
| Motional, Inc. | Director (former) | Prior | Autonomous driving JV (Aptiv + Hyundai) |
| Pacific Council on International Policy | Board Member | Current | Governance and policy network |
| Alliance for Automotive Innovation | Vice Chairman | Current | Industry association leadership |
| Coalition for Reimagined Mobility (ReMo) | Commissioner | Current | Mobility policy initiative |
| Official Association of Industrial Engineers of Madrid | Member | Current | Professional credential |
| IE Business School Alumni (Brussels/Paris) | Past President | Prior | Alumni leadership |
Board Governance
- Independence: The Board determined Muñoz is independent under NYSE and Huntsman criteria; all committees are composed entirely of independent directors .
- Committee assignments: Compensation Committee member; Sustainability Committee member. In 2024, Compensation met 8 times and Sustainability met 4 times .
- Attendance: In 2024, the Board met 6 times; each director attended at least 75% of total Board and committee meetings; non-management directors held four executive sessions . Five directors attended the 2024 annual meeting (attendance encouraged, not required) .
- Board leadership: Lead Independent Director and Vice Chair is Cynthia L. Egan; all committee chairs are women .
| Committee | Membership | 2024 Meetings | Chair Role |
|---|---|---|---|
| Compensation | Member | 8 | None |
| Sustainability | Member | 4 | None |
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual Director Retainer | Cash | $125,000 |
| Committee Fees | Compensation Committee membership | $10,000 |
| Committee Fees | Sustainability Committee membership | $10,000 |
| Total Cash | Fees Earned | $145,000 |
| Equity Award | Fully-vested stock or deferred stock units (director election): 6,895 shares at $23.93 grant-date fair value; grant date Feb 15, 2024 | $165,000 |
| All Other Compensation | N/A for Muñoz | $0 |
| Total Compensation | Cash + Equity | $310,000 |
Notes:
- Directors may elect fully-vested stock awards or deferred stock units; shares underlying stock units deliver upon termination of service .
- Huntsman offers an elective deferral plan for outside directors; no director elected to participate in 2024 .
Performance Compensation
- Director equity is time-based (fully-vested or deferred units), not tied to performance metrics; the company does not currently grant stock options, SARs, or similar instruments, and has no options timing policy as a result .
- As a Compensation Committee member, Muñoz helps oversee NEO incentive designs and outcomes; 2024 annual cash incentive metrics were:
| 2024 NEO Annual Incentive Metrics | Threshold | Target | Maximum |
|---|---|---|---|
| Adjusted EBITDA ($mm) | $475 | $515 | $592 |
| Free Cash Flow ($mm) | $170 | $195 | $225 |
| Strategic & Operational Initiatives (score) | 0% | 100% | 250% |
Additional oversight context:
- 2024 CEO and executive annual cash performance awards were discretionarily reduced to zero due to not attaining threshold adjusted EBITDA and FCF; 2022–2024 PSUs paid at 65.9% of target on relative TSR .
Other Directorships & Interlocks
- Current public company board: Hyundai Motor Company (automotive OEM) .
- Potential interlock/conflict considerations: Huntsman supplies materials into automotive end-markets; related-party transactions policy requires Audit Committee pre-approval for any transaction >$120,000 where a related person has a material interest, with director recusal and annual monitoring. No Hyundai-related transactions are disclosed; independence was affirmed for Muñoz, implying no disqualifying relationships under NYSE/Huntsman thresholds (e.g., >$1.0mm or 2% of revenues) .
Expertise & Qualifications
- Global automotive leadership (EV, hydrogen fuel cell, mobility services), operations, engineering, sales/marketing, brand-building, and turnaround/restructuring experience .
- Education: MBA (IE Business School) and Ph.D. in Nuclear Engineering (Polytechnic University of Madrid); executive programs at Cranfield and INSEAD .
- Brings EV and battery market insights aligned with Huntsman’s sustainability and materials strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| José Muñoz | 24,845 | <1% |
Ownership alignment policies:
- Stock ownership guidelines: Directors must maintain ownership equal to 3x the annual cash retainer; as of July 15, 2024, all directors either met or were progressing toward guidelines within a reasonable period .
- Hedging/pledging: Hedging and short sales are prohibited; options/derivatives transactions are prohibited; pledging is not prohibited but caution is required for margin accounts. As of the proxy date, no directors or executive officers engaged in hedging transactions .
Governance Assessment
- Strengths: Independent status; relevant end-market expertise (EV/auto) on Compensation and Sustainability committees; adequate attendance; director pay mix balances cash and equity; robust stock ownership guidelines and clawback policy; say-on-pay support of ~85% in 2024 (97% in 2023; 85% in 2022) indicates generally positive shareholder sentiment toward compensation governance .
- Oversight signals: Compensation Committee applied downside discretion to 2024 executive annual incentives and aligned PSU payouts to TSR performance, supporting pay-for-performance discipline .
- Potential risks/red flags: Executive role at Hyundai could present perceived conflicts if Huntsman transacts with Hyundai or affiliates; however, no related-party transactions are disclosed and independence was affirmed under strict thresholds and recusal protocols . No hedging activity; pledging permitted with caution, but no pledging disclosure specific to Muñoz is noted .
- Engagement: Committee meeting cadence (Comp 8; Sustainability 4) and Board executive sessions (4) support ongoing risk and strategy oversight .