Philip Lister
HuntsmanAbout Philip Lister
Executive Vice President and Chief Financial Officer at Huntsman since July 2021; age 52; U.K. Chartered Management Accountant with prior divisional finance leadership and corporate development roles at Huntsman and ICI following Huntsman’s 1999 acquisition of ICI . Performance context during his tenure: Huntsman’s three‑year TSR for the 2022–2024 PSU cycle was −34.1%, ranking 8th among peers and paying out 65.9% of target PSUs ; 2024 revenues were approximately $6 billion from continuing operations ; recent quarterly results show Q3 2025 revenues of $1,460 million and adjusted EBITDA of $94 million, down year over year, with negative discretion eliminating 2024 annual cash awards based on adjusted EBITDA and free cash flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huntsman Corporation | Vice President, Corporate Development | May 2019 – Jun 2021 | Led M&A and strategic planning at corporate level . |
| Huntsman Polyurethanes Division | VP, Global Finance & Controller | Apr 2011 – Apr 2019 | Drove divisional strategic planning and M&A; finance leadership across geographies . |
| Huntsman Polyurethanes | Finance & Business Roles (Europe, U.S.) | Pre‑2011 | Progressive finance roles prior to promotion; deep segment expertise . |
| ICI (acquired by Huntsman in 1999) | Finance roles | Pre‑1999 | Joined Huntsman via ICI acquisition; foundational chemicals finance experience . |
External Roles
No public company directorships or external board roles disclosed in executive biographies or beneficial ownership tables .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 637,500 | 698,750 |
| Target Bonus (% of Base) | 80% | 80% | 80% |
| Actual Annual Cash Award ($) | 579,141 | 216,645 | 0 (negative discretion) |
| All Other Compensation ($) | 143,319 | 142,021 | 122,365 |
Performance Compensation
Annual Cash Performance Award Design (2024)
| Metric | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 475 | 515 | 592 | Committee exercised negative discretion; no awards paid despite strategic/EH&S achievements . |
| Free Cash Flow ($mm) | 170 | 195 | 225 | Same as above . |
| Strategic & Operational Initiatives | 0% | 100% | 250% | Mix of quantitative/qualitative initiatives (M&A, site consolidation, EH&S) . |
Equity Incentive Awards Granted (2024)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Performance Share Units (TSR vs 2024 Performance Peers) | 02/15/2024 | Target 43,878; Threshold 10,969; Max 109,695 | 1,318,973 | 3‑year performance; payout 0–250% based on percentile TSR vs peer list (Ashland, BASF, Celanese, Clariant, Dow, Eastman, Evonik, H.B. Fuller, Lanxess, Trinseo, Westlake) . |
| Restricted Stock (time‑based) | 02/15/2024 | 29,252 | 700,000 | 3‑year ratable annual vesting . |
| Total Stock Awards (SCT) | 2024 | 2,018,973 | 2,018,973 | Mix of PSUs and RS . |
PSU Payout (2012–2024 cycle outcome relevant to Lister)
| Cycle | TSR | Peer Rank/Percentile | Payout (% of Target) | Shares Earned (Lister) |
|---|---|---|---|---|
| 2022–2024 | −34.1% | 8th; 36th percentile | 65.9% | 7,306 |
2024 Restricted Stock Vesting Events (Value Realized)
| Grant Date | Vest Date | Shares Vested | Market Price ($) | Vested Value ($) | Shares Withheld (Tax) | Net Shares |
|---|---|---|---|---|---|---|
| 02/16/2023 | 02/16/2024 | 6,483 | 24.41 | 158,250 | 1,579 | 4,904 |
| 02/17/2022 | 02/16/2024 | 3,168 | 24.41 | 77,331 | 772 | 2,396 |
| 07/01/2021 | 07/02/2024 | 3,827 | 22.38 | 85,648 | 932 | 2,895 |
| 02/17/2021 | 02/16/2024 | 1,691 | 24.41 | 41,277 | 412 | 1,279 |
| Total | 2024 | 15,169 | — | 362,506 | 3,695 | 11,474 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 179,794 common shares; <1% of outstanding . |
| Stock Ownership Guideline | Required ≥3× base salary; Lister’s target shares 94,200; status: >100% of guideline achieved (as of 7/15/2024) . |
| Outstanding Awards (12/31/2024) | Unvested RS: 29,252 ($527,414), 12,996 ($233,777), 3,168 ($57,119 at $18.03) ; Target unearned PSUs: 43,878 ($791,120) and 29,173 ($525,989) . |
| Options | 12,631 exercisable; strike $28.58; expiration 02/17/2031 . |
| Hedging/Pledging Policy | Hedging prohibited; short sales/options/derivatives prohibited; pledging not prohibited but caution required; no hedging transactions by directors/executives reported . |
| Option Grant Practice | Company does not currently grant new options/option‑like instruments (Item 402(x)(1) policy) . |
Employment Terms
| Provision | Executive Severance Plan (NEOs, incl. CFO) | Quantified (as of 12/31/2024) |
|---|---|---|
| Severance (no cause / Good Reason) | Lump sum cash equal to 2× Base Compensation (base salary + target bonus); Pro‑Rata Annual Bonus; health benefits continuation (paid as lump‑sum COBRA premium × period × 100%); up to 12 months outplacement . | Cash severance $3,146,000; Health & welfare $42,624; Outplacement $8,400; Total $3,197,024 . |
| Change‑of‑Control (Equity) | Acceleration of unvested equity requires Compensation Committee approval; change‑of‑control defined per stock plan . | Accelerated equity awards $2,135,420 (RS $818,310; PSUs at target $1,317,110) . |
| Definitions | “Base Compensation” = annualized base + target bonus; “Pro‑Rata Annual Bonus” = actual bonus prorated; “Reasonable Cause”/“Good Reason” defined; change‑of‑control triggers outlined (20%+ acquisition; board change; major transaction; asset sale; dissolution) . | |
| Clawback | NYSE/Exchange Act Section 10D‑compliant clawback; restatements trigger recovery of incentive‑based comp for 3 prior fiscal years (misconduct not required) . | |
| Non‑Compete/Non‑Solicit | CEO agreement includes 12‑month non‑compete/non‑solicit; CFO terms not separately disclosed beyond policies/plan participation . |
Deferred Compensation
| Component | 2024 Amount ($) |
|---|---|
| Executive Contributions (Supplemental Savings Plan) | 28,076 |
| Company Contributions (Supplemental Savings Plan) | 57,040 |
| Aggregate Earnings (Supplemental + SEMPP) | 162,529 |
| Aggregate Balance at FYE | 892,286 |
Performance & Track Record
| Metric | Value | Context |
|---|---|---|
| 3‑Year TSR (PSU cycle 2022–2024) | −34.1%; 36th percentile vs peers; PSU payout 65.9% | Indicates underperformance vs peer group resulting in below‑target PSU payout . |
| Q3 2025 Revenue / Adj. EBITDA | $1,460m / $94m, both down y/y | Reflects ongoing cyclical trough and pricing pressure; restructuring savings expected to exceed $100m by 2026 . |
| 2024 Revenues (continuing ops) | ≈$6 billion | Baseline scale for CFO’s financial stewardship . |
| 2024 Annual Cash Awards | 0% for NEOs due to adjusted EBITDA/FCF performance; negative discretion applied | Strong pay‑for‑performance governance signal . |
Compensation Structure Analysis
- Mix shifts toward performance‑based equity: 2024 stock awards comprised PSUs ($1.32m) and RS ($0.70m) for Lister; no options granted under current policy .
- Annual cash plan targets were set at aggressive levels; committee used negative discretion to zero out payouts despite strategic/EH&S performance, emphasizing FCF/EBITDA primacy .
- Ownership guidelines met (>100%), reducing forced net‑share retention constraints; nonetheless, vesting events in Feb/Jul 2024 included tax withholding of 3,695 shares, which can create mechanical selling/withholding pressure near vest dates .
Equity Vesting Schedule & Insider Selling Pressure
- Time‑based RS vests ratably over three years; multiple 2024 vesting dates (2/16 and 7/2) suggest recurring calendar clusters that may coincide with withholding‑related share dispositions, though open‑market selling is not indicated; hedging prohibited and pledging permitted with caution .
Compensation Peer Group (Performance benchmarking)
- 2024 TSR peer group includes Ashland, BASF, Celanese, Clariant, Dow, Eastman, Evonik, H.B. Fuller, Lanxess, Trinseo, Westlake; PSU payouts: 0% below 25th percentile; 100% at median; 250% at 90th percentile .
Say‑on‑Pay & Shareholder Feedback
- Not specifically requested for CFO; no additional CFO‑specific disclosure beyond pay‑versus‑performance and realizable pay analyses presented by the company .
Investment Implications
- Alignment: Lister’s 2024 cash incentive paid 0, while equity heavily tied to TSR vs peers and time‑based RS with three‑year vesting—improves pay‑for‑performance alignment but places near‑term value creation burden on TSR recovery and FCF/EBITDA execution .
- Retention economics: Executive Severance Plan offers 2× base+target bonus and pro‑rata bonus; equity acceleration upon CoC requires Compensation Committee approval—mitigates automatic golden‑parachute risk yet provides meaningful downside protection ($3.2m severance + $2.1m equity acceleration as of 12/31/2024) .
- Ownership/skin‑in‑the‑game: Beneficial ownership of 179,794 shares and >100% compliance with ownership guidelines strengthens alignment; hedging banned; pledging allowed but discouraged—monitor for any margin accounts/pledging disclosures in future proxies .
- Trading signals: RS vest dates cluster mid‑February and early July; historical tax withholding indicates potential mechanical supply around vesting windows; combined with recent dividend reset and cyclical trough commentary, expect heightened sensitivity to FCF print and restructuring execution as catalysts for PSU outcomes and equity realization .