Sonia Dulá
HuntsmanAbout Sonia Dulá
Independent director at Huntsman Corporation since 2020; age 64. Former Vice Chair of Bank of America (Latin America) with deep experience in finance, global capital markets and investment banking. She holds a B.A. in Economics from Harvard and an MBA from Stanford. At HUN, she chairs the Compensation Committee and serves on the Audit Committee; the Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America, Global Corporate & Investment Banking (Latin America) | Vice Chairman | 2013–2018 | Senior leadership across capital markets and IB in LatAm |
| Merrill Lynch (Latin America) | Head of Wealth Management (LatAm); Head of Corporate & Investment Banking (LatAm) | 2007–2013; 2007–2010 | Led regional WM and IB franchises |
| Grupo Latino de Radio | Chief Executive Officer | N/A | Ran owner/operator of 500+ radio stations in LatAm and U.S. Hispanic markets |
| Telemundo Studios Mexico | Chief Executive Officer | N/A | Media operating leadership |
| Internet Group of Brazil; Obsidiana.com | Co‑founder | N/A | Entrepreneurship in digital media/tech |
| Goldman Sachs (London/New York) | Investment banker; leadership roles | 1986–1995 | Global finance/capital markets execution |
External Roles
| Company/Organization | Role | Committees | Tenure |
|---|---|---|---|
| Acciona, S.A. (Spain) | Independent Director | Audit; Sustainability | 2019–present |
| Acciona Energía | Acciona representative on Board | Audit; Sustainability | 2021–present |
| Banco Bilbao Vizcaya Argentaria (BBVA) | Independent Director | Audit; Risk & Compliance | Mar 2023–present |
| Hemisphere Media Group (former) | Independent Director | Audit | Former |
| Millicom International Cellular (former) | Independent Director | Audit; Compliance & Business Conduct | Former |
| Prisa, S.A. (former) | Independent Director; Chair of Nominating, Compensation & Corporate Governance; Exec Committee member | Audit; Risks & Compliance | Former |
| Other affiliations | Latin America SAB of Itaú‑Unibanco (former); Council on Foreign Relations (Life Member); boards incl. Council of the Americas, Women’s World Banking, Arsht Center | — | — |
Board Governance
- Committees at HUN: Compensation Committee Chair; Audit Committee member. Compensation met 8 times; Audit met 4 times in 2024.
- Independence: Board determined Ms. Dulá is independent; all committees are composed solely of independent directors.
- Attendance: In 2024, each director attended at least 75% of the aggregate Board and committee meetings; Board met six times; non‑management directors held four executive sessions.
- Audit Committee focus includes financial reporting integrity, auditor oversight, ERM, and cybersecurity oversight; Compensation Committee oversees executive/director pay, succession, and human capital.
- Say‑on‑pay results (context for Compensation Chair): 85% support at 2024 AGM; 97% in 2023; 85% in 2022; committee engaged with shareholders in response.
Fixed Compensation (Director)
| Component (2024) | Detail | Amount/Terms |
|---|---|---|
| Annual Cash Retainer | Non‑employee director retainer | $125,000 |
| Committee Fees | Audit member; Compensation Committee Chair | $20,000 (Audit member); $50,000 (Comp Chair) |
| Total Cash Fees | Sum of above | $195,000 |
| Equity Grant | Fully‑vested stock award or DSUs (director‑elected form) | 6,895 shares; grant date 2/15/2024 at $23.93 per share; grant date fair value $165,000; DSUs deliver upon end of service |
| Total 2024 Director Comp | Cash + Equity | $360,000 |
| Elective Deferral Plan | Outside Directors Elective Deferral Plan available | None of the non‑employee directors elected to participate in 2024 |
Performance Compensation (Committee Oversight Signals)
As Compensation Committee Chair, Ms. Dulá oversees HUN’s pay‑for‑performance design and outcomes. 2024 decisions and targets:
| Program/Metric | Threshold | Target | Maximum | Outcome/Notes |
|---|---|---|---|---|
| Annual Cash Performance Award – Adjusted EBITDA ($mm) | 475 | 515 | 592 | 2024 payouts for CEO and other executive officers were reduced to zero because threshold goals for adjusted EBITDA and free cash flow were not attained |
| Annual Cash Performance Award – Free Cash Flow ($mm) | 170 | 195 | 225 | See above (zero payout) |
| Strategic & Operational Initiatives (% of target) | 0% | 100% | 250% | Factor within plan design; overall annual cash award eliminated for 2024 |
| PSU (2022–2024) | Relative TSR vs peers | — | — | Paid at 65.9% of target, aligned with TSR performance |
Additional structure: target bonus as % of base for NEOs (CEO 140%; other NEOs 70–80%), with payouts ranging 0–250% of target; award pool capped at 2% of adjusted EBITDA.
Other Directorships & Interlocks
| Company | Sector Relevance to HUN | Potential Interlock/Conflict Indicator |
|---|---|---|
| Acciona, S.A.; Acciona Energía | Renewable energy/infrastructure | No HUN related‑party transactions disclosed with these entities in 2025 proxy |
| BBVA | Banking/financial services | No HUN related‑party transactions disclosed with BBVA in 2025 proxy |
The company’s Related Party Transactions Policy requires Audit Committee pre‑approval of transactions >$120,000 involving directors and other related persons; no transactions involving Ms. Dulá are disclosed.
Expertise & Qualifications
- Global finance and capital markets expertise; investment banking leadership across Latin America.
- Executive leadership in media and technology entrepreneurship.
- Sustainable/renewable energy board oversight experience (Acciona/Acciona Energía).
- Education: B.A. Economics (Harvard); MBA (Stanford).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/7/2025) | 34,569 HUN shares; <1% of outstanding |
| Director Stock Ownership Guideline | 3x annual cash retainer; retain at least 50% of net shares until guideline met; as of 7/15/2024, all directors/NEOs either met or are progressing toward guidelines within a reasonable period |
| Hedging/Pledging Policy | Hedging prohibited; short sales/options prohibited; pledging not prohibited but caution required; as of proxy date, no directors or executive officers engaged in hedging transactions |
| Section 16 Compliance | Company believes all directors/executive officers filed required Section 16 reports on time in 2024 |
Governance Assessment
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Strengths
- Independence affirmed; serves as Compensation Chair and Audit member, providing strong pay governance and financial oversight.
- Demonstrated pay discipline in 2024: zero annual cash incentive payout for executives when EBITDA/FCF missed threshold; PSU payout aligned to TSR at 65.9%.
- Director pay mix balanced with equity; stock ownership guideline and retention requirements support alignment.
- Shareholder support for pay program remained solid (85% in 2024) with ongoing engagement by the committee.
-
Watch items
- Pledging is not prohibited under policy (though discouraged via caution); monitor for any pledging disclosures in future filings.
- External board load spans multiple international issuers (Acciona, Acciona Energía, BBVA); within HUN guidelines (no more than three other public company directorships), but monitor time‑commitment given committee chair role.
- No related‑party transactions involving Ms. Dulá are disclosed; continue to monitor under the Related Party Transactions Policy.