Not independent
Tenure on this board
21.7 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditor; stockholder proposal requesting an independent board chair policy.
Elect nine director nominees to serve until the 2027 Annual Meeting or earlier resignation, removal or death.
Advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of Huntsman’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate the company’s executive pay philosophy and program design, which emphasizes pay-for-performance through a mix of base salary, annual cash performance awards tied to adjusted EBITDA, free cash flow and strategic initiatives, and long-term equity awards tied to relative TSR and time-based restricted stock. The Board and Compensation Committee recommend a FOR vote, arguing that their compensation structure aligns executive interests with long-term stockholder value, that a substantial portion of NEO pay is performance-based, and that prior outreach and high say-on-pay support indicate stockholder approval of their practices. The supporting context includes 2025 performance where cash performance awards paid at 70.6% of target due to free cash flow outperformance despite adjusted EBITDA shortfalls and no payout for the 2023-2025 PSU cycle due to TSR underperformance; the Board notes ongoing stockholder engagement and will consider feedback from the advisory vote for future decisions.
Ratify appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026.
Stockholder proposal requesting the Board adopt a policy separating the offices of Chairman and CEO and require an independent board chairman.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 6.6% | 11,493,520 | $150M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 9,811,176 | $131M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 7,543,169 | $100M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.3% | 7,453,155 | $99M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 6,752,140 | $90M |
| 6 | PZENA INVESTMENT MANAGEMENT LLC | 3.3% | 5,816,359 | $77M |
| 7 | BlackRock, Inc. | 3.3% | 5,708,856 | $76M |
| 8 | Invesco Ltd. | 3.0% | 5,308,708 | $71M |
| 9 | MILLENNIUM MANAGEMENT LLC | 3.0% | 5,266,156 | $70M |
| 10 | UBS Group AG | 2.6% | 4,559,663 | $61M |
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