Peter Huntsman - Chairman, President and Chief Executive Officer | Huntsman (HUN) Executive Profile & Compensation

About Peter Huntsman

Peter R. Huntsman is Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation; age 62; director since 1994; President & COO (1994–2000); CEO since 2000; Chairman since 2018 . 2024 performance context: adjusted EBITDA $414 million, free cash flow $101 million, and a 5% dividend increase, amid weak global chemical markets and cost savings offsetting inflation . The 2022–2024 PSU cycle paid 65.9% of target on a relative TSR rank at the 36th percentile (cumulative TSR −34.1%), evidencing pay outcomes linked to shareholder returns . Education not disclosed in the proxy; background includes recognition such as the Petrochemical Heritage Award (2008) and leadership across >25 acquisitions and >$500 million cost programs .

Past Roles

Organization	Role	Years	Strategic Impact
Huntsman Corporation	Chairman of the Board	2018–present	Combined Chair/CEO structure to unify leadership and communication; Board periodically reassesses structure .
Huntsman Corporation	President & CEO	2000–present	Led portfolio optimization, multi-year governance refresh, cost programs; >25 integrations .
Huntsman Corporation	President & COO	1994–2000	Operational leadership across divisions; global relationships with stakeholders .
Olympus Oil (subsidiary)	Early career; general management roles	1983; from 1987	Progression through general management with increasing scope .

External Roles

Organization	Role	Years	Strategic Impact
American Chemistry Council	Chairman (2022), Chairman Emeritus (2023), Executive Committee roles	2020–present	Industry representation and policy leadership across $550B enterprise value .
European Chemical Industry Council (CEFIC)	Board member	2023–present	EU industry advocacy; 1.2M workers; >$500B revenue .
Huntsman Cancer Foundation	Chairman & CEO	Ongoing	Fundraising oversight for University of Utah Huntsman Cancer Institute .
Huntsman Foundation	CEO	Ongoing	Philanthropic leadership .
Venator Materials PLC	Former Independent Director	Prior	Pigments industry oversight; spin-out from Huntsman (2017) .
Wharton School of Business	Former Board of Overseers	Prior	Advisory role .
Memorial Hermann Health System	Former Board member	Prior	Health system governance .
Local institutions	Boards/advisory (Cynthia Woods Mitchell Pavilion; Interfaith of The Woodlands)	Ongoing	Community engagement .

Board Governance

Role and independence: Huntsman is the only non-independent director; all other directors are independent .
Dual-role implications: Board currently combines Chair and CEO; lead independent director and non-executive Vice Chair (Cynthia Egan) lead executive sessions; Board reviews leadership structure periodically .
Committee roles: Huntsman is not listed on Audit, Compensation, Governance, or Sustainability committees (committees fully independent) .
Attendance: Board met 6 times in 2024; non-management directors held 4 executive sessions; each director attended at least 75% of meetings .
Director compensation: As CEO, Huntsman receives no additional director compensation .

Fixed Compensation

Multi-year CEO compensation (Summary Compensation Table):

Metric ($)	FY 2022	FY 2023	FY 2024
Salary	1,700,000	1,400,000	1,300,000
Stock Awards	9,950,759	12,268,520	11,398,545
Option Awards	—	—	—
Non-Equity Incentive	2,871,576	250,000	—
Change in Pension Value & Nonqualified Earnings	—	3,322,662	1,646,469
All Other Compensation	508,394	390,645	221,103
Total	15,030,729	17,631,827	14,566,117

2024 perquisites and company contributions detail:

Item	Amount ($)
Personal use of auto	6,357
Company aircraft (23.7 flight hours)	96,785
401(k) match	13,800
401(k) non-discretionary	20,700
Supplemental Savings Plan match	9,200
Supplemental Savings Plan non-discretionary	72,300
Supplemental Savings Plan Medicare tax gross-up	1,961
Total All Other Compensation	221,103

CEO pay structure note: 90% of total target direct compensation “at risk” in 2024 (cash performance award + long-term equity), with base salary unchanged year-over-year .

Performance Compensation

Annual Cash Performance Award (2024)

Design: 100% linked to adjusted EBITDA, free cash flow, and strategic/operational initiatives; award pool capped at 2% of adjusted EBITDA; target bonus 140% of salary for CEO (payout range 0–250%) .

Metric	Threshold	Target	Maximum	2024 Actual/Payout	Vesting/Timing
Adjusted EBITDA ($mm)	475	515	592	Below threshold; payout eliminated at Committee discretion	Annual; cash, paid following year if earned
Free Cash Flow ($mm)	170	195	225	Below threshold; payout eliminated at Committee discretion	Annual; cash
Strategic & Operational Initiatives	0%	100%	250%	Positive operational performance noted, but payout reduced to zero	Annual; cash

Committee outcome: Exercised discretion to reduce 2024 annual cash performance awards to zero for CEO and executives due to failure to attain threshold EBITDA and FCF goals, notwithstanding positive strategic progress .

Long-Term Equity (Grants on Feb 15, 2024)

Equity mix: 60% PSUs (relative TSR, 3-year), 40% time-based restricted stock (3-year ratable vesting) .

Award Type	Threshold (#)	Target (#)	Max (#)	Grant Date Fair Value ($)	Performance/vesting schedule
PSUs (Relative TSR)	61,930	247,723	619,308	7,446,553	Performance period 1/1/2024–12/31/2026; cap at target if absolute TSR is negative .
Restricted Stock	—	165,148	—	3,951,992	Ratable vesting: 33⅓% on 2/15/2025, 66⅔% on 2/15/2026, 100% on 2/15/2027 .

Outstanding awards at 12/31/2024 (market price $18.03):

Grant	Unvested RS (#)	RS Market Value ($)	Unvested PSUs (# est. at target)	PSU Market Value ($)
02/15/2024	165,148	2,977,618	247,723	4,466,446
02/16/2023	85,403	1,539,816	192,156	3,464,573
02/17/2022	20,225	364,657	—	—

PSU vesting result (2012–2024 cycle): On 12/31/2024, cumulative TSR −34.1% vs peers; payout certified at 65.9% of target; CEO net shares issued 35,259 after tax withholding .

Stock Options and Exercises

Company currently does not grant new option awards; policy updated per Item 402(x)(1) .
CEO options outstanding at 12/31/2024 are fully vested; examples include: 183,797 @ $21.54 exp. 02/13/2030; 262,945 @ $22.66 exp. 02/06/2029; 241,496 @ $8.86 exp. 02/03/2026; 239,645 @ $22.77 exp. 02/04/2025 .
2024 exercises: 368,640 options exercised; value realized $807,322; net shares issued 25,719; grant 02/05/2014 (exercise price $21.22; market $23.41) .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	8,503,555 shares; 4.9% of outstanding .
Components	Includes 1,057,000 options exercisable within 60 days; includes 933,328 shares via P&B Capital, L.C.; Huntsman and spouse are managers/members; Huntsman disclaims beneficial ownership of spouse’s shares .
Ownership guidelines	CEO must hold 6x base salary; share ownership target shown as 342,400; status >100% of guideline (as of 7/15/2024) .
Hedging/pledging	Hedging prohibited; short sales and derivatives prohibited; pledging not prohibited but requires caution; no hedging transactions by directors/officers reported .
Vested vs unvested	Unvested RS (165,148 2024; 85,403 2023; 20,225 2022); unvested PSUs (247,723 2024; 192,156 2023) .

Insider selling pressure indicators: 2024 option exercise (368,640 shares) and equity vesting (156,225 shares vested value $3,515,850) increase potential share supply dynamics around vest/exercise dates .

Employment Terms

CEO Severance Agreement (Third Amended and Restated) dated Feb 14, 2025; CEO excluded from Executive Severance Plan during its term .
Without cause or for Good Reason (no change of control): same entitlements as Executive Severance Plan, plus accrued salary, earned bonus, and accrued vacation; Executive Severance Plan provides 2x Base Compensation, pro-rata annual bonus, 18 months medical benefits (paid as lump sum COBRA-equivalent), and outplacement .
Double trigger after Change of Control (within 2 years): cash severance equals 2.9x Base Compensation; pro-rata annual bonus; 18 months medical benefits; accrued obligations; no tax gross-up; “best-of-net” Section 280G cutback provision .
Restrictive covenants: confidentiality and non-disparagement (perpetual); non-compete and non-solicit for 12 months post-termination .
Accelerated equity on CoC requires Compensation Committee approval; estimated acceleration value for CEO at 12/31/2024: $12,813,109 (RS ~$4.882mm; PSUs target ~$7.931mm) .

Change-of-control definitions and severance mechanics for plans are detailed in the proxy and related plan documents .

Investment Implications

Pay-for-performance discipline: 2024 annual cash incentive reduced to zero due to failing threshold EBITDA/FCF, despite operational progress; PSU payout at 65.9% aligns to relative TSR underperformance (−34.1% cumulative), supporting incentive alignment and reduced near-term cash comp .
Retention and supply: Significant unvested RS and PSUs plus ongoing vest schedules through 2027; 2024 option exercise indicates occasional monetization; monitor vest dates (Feb each year) for potential supply overhang and trading liquidity signals .
Ownership alignment: 4.9% beneficial ownership, full compliance with 6x salary guideline, and strict hedging prohibitions support alignment; pledging permitted but not disclosed for Huntsman—monitor for future pledging disclosures .
Change-of-control economics: 2.9x double-trigger severance without tax gross-ups and with 280G “best-of-net” cutback; equity acceleration subject to Committee approval—moderate parachute risk profile vs peers .
Governance dual-role: Combined Chair/CEO mitigated by strong independent board, lead independent director, and independent committees; independence risks are addressed with regular executive sessions and committee oversight .
Related-party optics: Family employment and tax gross-ups for foreign assignment costs of son (and son-in-law compensation) present governance optics; Compensation Committee approved all such arrangements; monitor for proxy scrutiny and say-on-pay impacts (2024 say-on-pay support ~85%) .

Say-on-Pay & Shareholder Feedback

Year	Say-on-Pay Approval
2022	~85%
2023	~97%
2024	~85%

The Compensation Committee engages with investors and adjusts practices to align payouts with value creation (e.g., capping PSU payouts when absolute TSR is negative; maintaining robust stock ownership guidelines; adopting clawback policy) .

Compliance & Policies

Stock ownership guidelines: CEO 6x base salary; >100% compliance .
Clawback: Amended and restated policy effective Oct 26, 2023; applies to Section 16 officers; mandatory recovery of incentive-based compensation upon accounting restatement, irrespective of misconduct .
Insider trading: Hedging, short sales, and derivatives prohibited; pledging allowed with caution .

Performance & Track Record

Strategic highlights (2024): Cost savings > inflation; volumes +6%; $350mm senior notes at 5.70%; portfolio divestitures; MDI/HCL recycle facility acquisition from JV; expanded GBS centers to ~600 associates .
Recognition and leadership: Petrochemical Heritage Award (2008); >25 acquisitions; >$500mm cost optimization programs .

Equity Ownership & Vesting Schedules (Detail)

Instrument	Quantity	Key Terms
Options (examples)	183,797 @ $21.54 exp 02/13/2030; 262,945 @ $22.66 exp 02/06/2029; 241,496 @ $8.86 exp 02/03/2026	Fully vested; historical grants .
Restricted Stock (2024 grant)	165,148	33⅓% vesting on 02/15/2025; 66⅔% on 02/15/2026; 100% on 02/15/2027 .
PSUs (2024 grant, target)	247,723	Relative TSR 1/1/2024–12/31/2026; capped at target if absolute TSR negative .

Related Party Transactions (Governance Red Flags to Monitor)

Huntsman family employment: Compensation and foreign assignment benefits for Peter R. Huntsman, Jr. (VP EAME Performance Products) and son-in-law; includes tax gross-ups and allowances; all reviewed and approved by Compensation Committee .
Independence considerations around Huntsman Cancer Institute/Foundations reviewed annually by Governance Committee; matching program disclosed; determinations maintain board independence .

Compensation Committee Analysis

Independent Compensation Committee chaired by Sonia Dulá; uses Meridian as independent consultant; oversight of executive pay, succession, HCM, and governance .
Company no longer grants options; focus on PSUs (relative TSR) and RS for long-term alignment .

Investment Implications

Cash incentive zero in 2024 and PSU payout below target tie CEO pay tightly to performance, reducing near-term cash drag and signaling discipline—potential positive for valuation if execution improves .
Watch vesting calendars (Feb) and any option activity for share supply; CEO exercised options in 2024—potential trading signals around vest/exercise windows .
Governance structure (Chair/CEO) balanced by independent board leadership; say-on-pay support stable at ~85% in 2024—no immediate governance discount, but family employment optics warrant monitoring .
CoC protections are moderate (2.9x cash, no gross-up, best-of-net)—M&A scenarios could trigger notable payouts and equity acceleration subject to Committee approval .