Wade Rogers
HuntsmanAbout Wade Rogers
R. Wade Rogers is Senior Vice President, Global Human Resources and Chief Compliance Officer at Huntsman Corporation. He joined Huntsman in 1994 and has served in progressively senior HR leadership roles; he has been SVP Global HR since August 2009 and added Chief Compliance responsibilities thereafter . Age: 59 (FY2024 10‑K) . Tenure at Huntsman: ~31 years (since 1994) . Company performance during 2024 included adjusted EBITDA of $414 million and free cash flow of $101 million amid weak global chemical markets; volumes improved ~6% and the quarterly dividend was raised 5% . Over the 2022–2024 PSU cycle, Huntsman’s three‑year TSR was −34.1% (36th percentile), resulting in a 65.9% payout of target PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huntsman Corporation | Area Manager, Human Resources—Jefferson County Operations | 1994–2000 | Led site HR operations; foundational experience across plant HR |
| Huntsman Corporation | Director, Human Resources—Polymers & Base Chemicals | 2000–2003 | HR leadership for major business lines undergoing portfolio changes |
| Huntsman Corporation | Director, Human Resources—Americas | 2003–2004 | Regional HR stewardship across Americas footprint |
| Huntsman Corporation | Vice President, Global Human Resources | 2004–2009 | Built global HR platforms and practices |
| Huntsman Corporation | Senior Vice President, Global Human Resources; Chief Compliance Officer | 2009–Present | Executive HR leadership; compliance oversight across company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texaco Chemical Company | Various HR roles | Pre‑1994 | Upstream chemicals HR experience prior to joining Huntsman |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $514,012 | $531,821 | $548,571 |
| Stock Awards (grant-date fair value) | $1,052,963 | $1,053,003 | $1,214,836 |
| Non-Equity Incentive Plan Compensation | $437,309 | $156,464 | $0 |
| Change in Pension Value | $110,514 | $95,904 | $303,804 |
| All Other Compensation | $76,914 | $95,904 | $84,844 |
| Total | $2,114,798 | $2,232,445 | $2,152,055 |
Performance Compensation
Annual Cash Performance Award structure (FY 2024)
- Target bonus: 70% of base salary; payout range 0–250% of target .
- Award pool formula limited to 2% of adjusted EBITDA; committee discretion applied .
| Component | Weight | Target | Actual | Payout vs Component |
|---|---|---|---|---|
| Adjusted EBITDA | 40% | $515mm | $414mm | 0% |
| Free Cash Flow | 40% | $195mm | $101mm | 0% |
| Strategic & Operational Initiatives | 20% | 100% | 100% | 20% of award |
| Overall performance score | — | — | — | 20% calculated; 0% approved (negative discretion) |
Individual outcome (FY 2024):
- Rogers target award: $386,817; approved payout: $0 (committee eliminated payments due to EBITDA/FCF below threshold) .
Long-Term Incentives (PSUs and RS)
- 2024 grants: PSUs 26,402 shares (60% value) and Restricted Stock 17,601 shares (40% value); vesting: PSUs on 12/31/2026 (relative TSR vs peers; capped at target if absolute TSR is negative), RS ratable over 3 years .
- 2023 grants: PSUs vest 12/31/2025; RS 3‑year ratable vesting .
- 2022–2024 PSU cycle payout: 65.9% of target; Rogers earned 5,918 shares .
| PSU Cycle | Metric | Target | Actual | Payout |
|---|---|---|---|---|
| 2022–2024 | 3‑yr Relative TSR | 50th percentile | 36th percentile; TSR −34.1% | 65.9% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 583,480 shares; <1% of outstanding |
| Options exercisable within 60 days | 74,913 shares (fully vested) |
| Unvested restricted stock (as of 12/31/2024) | 29,269 shares; market value $527,720 (at $18.03) |
| Unvested PSUs at target (as of 12/31/2024) | 46,882 shares; market value $845,282 (at $18.03) |
| Ownership guidelines | 3x base salary requirement; Rogers >100% compliance as of 7/15/2024 |
| Hedging/Pledging | Hedging/short sales prohibited; pledging generally permitted with caution (no blanket ban) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Severance Plan | For NEOs (other than CEO): lump sum equal to 2x “Base Compensation” (annualized base salary + target bonus), up to 18 months health (paid as COBRA value), outplacement, and pro‑rata annual bonus upon Qualifying Termination (without Reasonable Cause or for Good Reason) |
| Non‑compete / Non‑solicit | Applies during employment and 12 months post‑termination; perpetual confidentiality and non‑disparagement |
| Potential termination benefits (Rogers) | Cash severance $2,265,640; health & welfare $31,819; outplacement $8,400; total $2,305,859 (based on 12/31/2024 assumptions) |
| Change‑of‑control | Equity acceleration is at Board/Committee discretion; Rogers’ illustrative accelerated equity value $1,373,002 (restricted stock + target PSUs) |
| Clawback | Amended and restated policy effective Oct 26, 2023; mandatory recovery of erroneously received incentive comp in event of accounting restatement (covers current/former Section 16 officers) |
Compensation Structure Analysis
- Pay-for-performance alignment: Annual cash bonus was set to zero for all executive officers, including Rogers, despite operational achievements, due to missing adjusted EBITDA and free cash flow thresholds; committee exercised negative discretion consistent with policy .
- Shift toward performance equity: 2024 equity mix places 60% value in PSUs tied to relative TSR, with caps when absolute TSR is negative—tightens linkage to shareholder outcomes .
- Ownership discipline: Rogers exceeds 3x salary stock ownership guideline and is subject to hedging prohibitions and clawback—reduces misalignment risk .
- Governance feedback: Say‑on‑pay support ~85% in 2024; committee noted and maintained performance orientation, including reduced/zero annual payouts when targets missed .
Say‑On‑Pay & Shareholder Feedback
| Year | Say‑on‑pay approval |
|---|---|
| 2022 | ~85% |
| 2023 | ~97% |
| 2024 | ~85% |
Compensation Peer Group (benchmarking)
- Proxy peers used for competitive benchmarking include Air Products, Celanese, LyondellBasell, Sherwin‑Williams, Westlake, RPM, PPG, Ecolab, CF Industries, Packaging Corp of America, Axalta, Olin, Chemours, Mosaic, Avient, Avery Dennison, Scotts Miracle‑Gro, FMC .
- Performance peers for relative TSR (PSUs) include Ashland, BASF, Celanese, Clariant, Covestro, Dow, Eastman, Evonik, H.B. Fuller, Lanxess, Trinseo, Westlake .
Equity Vesting Schedules and Insider Selling Pressure
- Restricted stock: 3‑year ratable vesting for 2022/2023/2024 grants; next scheduled tranches vest on 2/15/2025, 2/16/2025, and 2/17/2025 as applicable .
- PSUs: 2023 grant vests 12/31/2025; 2024 grant vests 12/31/2026 subject to relative TSR and absolute TSR cap .
- Options: Rogers holds fully vested, in‑the‑money/out‑of‑the‑money legacy options with expirations in 2027–2030 (strike prices $21.01, $22.66, $21.54, $32.77), contributing to potential exercise decisions but limited new option overhang (company does not currently grant new options) .
Risk Indicators & Red Flags
- Hedging prohibited; pledging permitted with caution—monitor for any pledging activity; none disclosed as hedging and derivative transactions are prohibited .
- Clawback in place reduces misconduct incentives .
- Related party controls: Compensation Committee reviews family compensation; disclosure of Huntsman family employment and tax gross‑ups for foreign assignments applies to other executives, not Rogers .
- No tax gross‑ups in CEO severance (best‑of‑net provision); Exec Severance Plan lacks tax gross‑ups beyond Medicare on supplemental savings plan contributions .
Equity Ownership Detail (as of March 7, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Notes |
|---|---|---|---|
| R. Wade Rogers | 583,480 | <1% | Includes 74,913 options exercisable within 60 days |
Investment Implications
- Strong pay discipline: Zero FY2024 cash bonus despite strategic progress signals compensation committee resolve and reduces near‑term cash sell pressure from executives, including Rogers .
- Equity alignment with TSR: High PSU weighting and absolute TSR cap constrain payouts in down markets; Rogers’ 2022–2024 PSU payout at 65.9% reflects underperforming TSR—alignment with shareholders is intact .
- Vesting calendar: 2025–2027 RS/PSU vesting implies periodic supply; however, ownership guidelines requiring retention of 50% of net shares when below target (until compliance) and Rogers’ >100% compliance mitigate forced selling .
- Severance economics: Rogers’ severance at ~2x base comp plus benefits suggests moderate retention incentive; no guaranteed CoC cash multiple beyond Executive Severance terms and discretionary equity acceleration reduces parachute risk .
Overall, Rogers’ compensation is tightly linked to EBITDA/FCF and TSR outcomes, his equity exposure is material and governed by retention/anti‑hedging policies, and severance terms are standard for senior executives—yielding solid alignment and low shareholder‑unfriendly red flags based on disclosed information .