Eastman Chemical Co DEF 14A, filed Mar 21, 2024

Eastman Chemical Co (EMN)

DEF 14A 2024-03-21 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Eastman Chemical Co filed this DEF 14A on March 21, 2024.

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☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


Letter from our CEO and Board Chair						1
Letter from our Lead Director						3
Notice of A nnual M eeting of Stock holders						7
About the C ompany						8

Eastman O verview						8
Eastman at a Glance						8
Eastman G rowth S trategy						9
How we Innovate						10
Growth Platforms						11
Making the F uture of R ecycling a R eality T oday						12
Empowering our E mployees to B uild a W orld-C lass I nnovative C ulture						13
2023 Financial H ighlights						14
Sustainability H ighlights						15

Summary of Items to be Voted on at the Annual Meeting						16

ITEM 1

Election of Directors						17

The B oard of D irectors						18
Director N ominees						22
Corporate G overnance						28

Director C ompensation						41

Compensation P hilosophy						41
2023 Director C ompensation						41
2024 Director C ompensation						42
Directors’ D eferred C ompensation P lan						42
Director C ompensation T able						43

ITEM 2

Ratification of A ppointment of I ndependent R egistered P ublic A ccounting F irm						45

Independence of PricewaterhouseCoopers LLP						46
Regular R otation of P rimary E ngagement P artner						46
Report of the A udit C ommittee						47


ITEM 3

Advisory A pproval of E xecutive C ompensation						49
Executive C ompensation						50

Compensation D iscussion and A nalysis						50
Executive S ummary						51
Compensation Tables						73
Compensation C ommittee R eport						84
Pay R atio						85
Pay V ersus P erformance						86

Information A bout S tock O wnership						90

Stock O wnership of D irectors and E xecutive O fficers						90
Principal S tockholders						92

Additional I nformation A bout the A nnual M eeting						93
Annex A						98

Reconciliation of Non-GAAP F inancial M easures						98

Our P rogress is being N oticed						102



Frequently Referenced

About the C ompany			8
2023 Financial H ighlights			14
The Board of Directors			18
Corporate G overnance			28
Director C ompensation			41
Executive C ompensation			50
Information A bout S tock O wnership			90



Our innovation-driven growth model is succeeding

Our model has delivered results and we have demonstrated our portfolio can grow above our underlying markets with products that have higher margins and drive strong mix upgrade.


Circular economy is a new vector of growth

We have an opportunity to deliver attractive growth by addressing the plastic waste crisis and reducing our impact on climate change at the same time through our molecular recycling technologies. In late 2023, Eastman completed construction and began commissioning and start-up activities for our new molecular recycling facility in Kingsport, Tennessee. We also have announced two additional projects – one to be located in France, and another facility to be located in the United States.


Strengthening execution to convert growth to value

We continue to make investments with the goal of driving the top line and translating it to the bottom line, including an integrated business planning system that will enable us to support growth while keeping inventory levels low. We are also transforming our operations by modernizing and digitizing our capabilities to improve our reliability and cost competitiveness.


Sustainability is integrated into how we win

We have the responsibility and opportunity to join others to help address climate change, lead mainstream circularity as an economic model, and help build a more inclusive and equitable world.


Power of cash flow and the balance sheet

We have developed a record of strong cash flow in almost every environment, returning cash to our stockholders, and otherwise putting cash to work in a disciplined manner.


“With the completion of construction of our methanolysis facility in Kingsport, Tennessee, we are building momentum as a leader in the circular economy, which adds to my confidence in the resilience of our earnings and cash flow going forward.”			March 21, 2024 Dear fellow Eastman Stockholders: Thank you for your continued support of Eastman and our strategy to be a world-leading, sustainable materials company. On behalf of the Eastman Board of Directors, I invite you to attend the 2024 Annual Meeting of Stockholders. Our meeting will be held virtually on May 2, 2024, at 11:30 a.m. (EDT) via live webcast, though stockholders may log-in beginning at 11:15 a.m. (EDT). We encourage you to access the Annual Meeting prior to the start time. The business to be considered and voted upon at the meeting is explained in this proxy statement. A copy of Eastman’s 2023 Annual Report to Stockholders is also included with these materials. As I look back on 2023, I want to thank the global Eastman team for their extraordinary efforts on delivering results in what was a challenging environment. Once again, the team demonstrated its commitment and determination to help drive our long-term growth strategy. 2023 in Review While 2023 was a year of persistent challenges and uncertainties, it was also a year of achievement and resilience. Despite a weak global economy, geopolitical uncertainties, and a dynamic macro environment, we delivered solid financial results, including $1.4 billion in operating cash flow. We also made significant progress on our innovation-driven growth initiatives, achieving milestones on our circular strategy, launching new products and solutions, and investing in our future. We continued to evolve an outcome-driven, inclusive culture that fosters collaboration, empowerment, and accountability. And the one that I am most proud of, we achieved our best-ever safety performance, demonstrating that safety is not just a priority, but a value shared by our global team.



			•Achieved record safety performance. We achieved the Company’s best-ever safety performance for personal safety incidents, process safety events, and environmental releases, reaffirming our commitment to approaching all that we do with a zero-incident mindset. •Returned cash to stockholders. We delivered $526 million in cash to stockholders, including both share repurchases and dividends, which we increased for the fourteenth consecutive year and are essential to our commitment to driving stockholder returns. •Generated strong operating cash flow. We generated strong operating cash flow of $1.4 billion, which enabled us to invest in growth, reduce debt, and return cash to stockholders. •Delivered solid earnings in challenging environment. We delivered adjusted earnings per share (“EPS”) of $6.40, reflecting our ability to maintain commercial excellence in pricing and leverage our diverse portfolio, as well as our actions to reduce costs by $200 million. •Strengthened circular leadership. We made significant progress on our circular strategy, including our three planned methanolysis facilities. •Completed divestiture of Texas City Operations. We closed the sale of our Texas City Operations to INEOS Group Holdings S.A. for $490 million, and we immediately put the cash to work through the combination of net debt reduction and share repurchases.


“The Board and management remain intensely focused on the implementation and execution of the Company’s long-term strategy to create new growth opportunities to deliver sustainable value to customers, consumers, and stockholders.”			March 21, 2024 Dear fellow Eastman Stockholders: Our commitment to creating long-term value As Company stewards, the Board is focused on developing and supporting strategies and approaches that will deliver strong financial performance. As a Board, one of our highest priorities is to position Eastman for long-term sustainable growth. The Board is highly engaged in the execution of the Company’s compelling long-term strategy that will be a catalyst for creating value for stockholders. As Lead Director, I can assure you the Board is excited by the progress made in 2023 on the Company’s innovation-driven growth strategy. Integrating sustainability into our strategy As part of our core duties, the Board is responsible for oversight of the strategic and operational direction of the Company, as well as risks associated with our strategy. The Company’s strategy is designed not only to generate profitable growth, but also to integrate sustainability initiatives that are expected to serve as a key driver of that growth. Over the past year, Eastman has made significant progress in advancing the Company’s initiatives bringing the long-term strategy into clearer focus. During 2023, the Company made significant progress on its sustainability goals, including the completion of construction, commissioning, and start-up activities for its new molecular recycling facility in Kingsport, Tennessee, as well as the advancement of its two other planned material-to-material molecular recycling facilities. Using technology with a lower carbon footprint, these facilities will enable the Company to recycle hard-to-recycle plastic waste that is currently being incinerated or sent to landfills. The Board believes these bold and ambitious projects position Eastman as a leader in a circular economy and will create a new vector of growth for the Company. Additional detail around these and other initiatives can be found within the pages of this proxy statement. I encourage you to also review Eastman’s sustainability report, A Better Circle, which can be found in the Sustainability section of the Company’s website.




			Driven by more than 100 years of continuous innovation, Eastman is bringing sustainable materials to market and delivering financial value to our stockholders while scaling positive societal impact for our stakeholders.



Unique, innovation-driven growth model delivers consistent, sustainable value			Significant integration and scale enable innovation, reliability, and cost advantage Advantaged growth and execution capability and culture Aggressive and disciplined portfolio management



FOUR STRATEGIC PILLARS While Eastman is a materials innovator, our true purpose is to enhance the quality of life in material ways, and we pursue that goal with intentionality, accountability, and outcome-based metrics. To that end, our I&D strategy is centered on four strategic pillars, each with target objectives designed to build an inclusive, diverse, high-performing organization. In 2023, we carried out a range of initiatives to advance these pillars.


1			Mitigate unconscious bias

We strive to build inclusive leadership behaviors at all levels so every team member can bring their full, authentic self to work and contribute fully. To do so, we use experiential workshops, educational resources, and scorecards that equip leaders and their teams to recognize and mitigate the impact of unconscious biases. These initiatives provide a strong foundation for increasing engagement, driving results, and promoting innovation.

2			Foster an inclusive culture

True inclusion requires intentional actions that enable every team member to operate authentically at their best. To create an inclusive environment, we invest in Eastman Resource Groups (ERGs), learning opportunities, and systems and processes that promote allyship and encourage full engagement. Our goal is to ensure everyone who works at Eastman feels valued for what they bring to the business and fully accepted for who they are.

3			Build inclusive teams

Innovative recruiting and hiring practices help us source and attract a broader pool of talent, opening pathways for the people we need. To that end, we have strengthened our sourcing strategies, selection processes, and benefit programs to attract diverse talent, bring underrepresented groups to above industry levels, and meet the needs of a diverse world. These efforts include expanding our work with external partners, educating hiring managers on unintended barriers, and inviting candidates before they join the Company to build relationships with members of ERGs.

4			Accelerate diversity in leadership

Eastman offers a range of personal and professional development opportunities to support the career aspirations of all team members. To address gaps in leadership representation, we prepare underrepresented colleagues for leadership roles through targeted development programs and inclusive talent review processes. We also provide tools and resources to boost leaders’ personal inclusiveness and the inclusivity of their teams.



Mitigating climate change						Target Year

•Reduce our Scope 1 and 2 greenhouse gas emissions by one-third by 2030 to achieve carbon neutrality by 2050*						2030
•100% of NAR and EU purchased electricity will be renewable by 2030						2030
* Results are reduction since baseline year


Mainstreaming circularity

•Recycle more than 500 million pounds (225,000 MT) of plastic waste annually by 2030 via molecular recycling technologies, with a commitment to recycle 250 million pounds (110,000 MT) annually by 2025						2025


Caring for society

•100% of growth R&D spend aligns with sustainable macro trends to create materials that improve the quality of life for people around the world						2030
•Achieve gender parity in alignment with our commitment to Paradigm for Parity®						2030
•Be a leader for U.S. racial equity within our industry sector						2030



ITEM 1 Election of Directors


Stockholders are being asked to vote on the election of ten directors to serve until the 2025 Annual Meeting of Stockholders and their successors are duly elected and qualified. The terms of office of all current directors will expire at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), and each of those directors, other than Edward L. Doheny II and Charles K. Stevens III, both of whom will be retiring as of the date of the Annual Meeting, has been nominated for re-election for a one-year term. Given these retirements, the size of the Board will be reduced to ten directors as of the date of the Annual Meeting. If any nominee is unable or unwilling to serve (which we do not anticipate), the persons designated as proxies will vote your shares for the remaining nominees and for another nominee proposed by the Board of Directors (the “Board”) or, as an alternative, the Board could reduce the number of directors to be elected at the Annual Meeting. Majority vote standard for Election of Directors. The Company’s amended and restated bylaws (the “Bylaws”) provide that directors are elected by a majority of votes cast by stockholders. If a nominee who is serving as a director is not re-elected by a majority of votes cast at a meeting, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under the director election provision of our Bylaws, any incumbent director who is a holdover director whose successor has not been elected by stockholders would be required to offer to resign from the Board. The Nominating and Corporate Governance Committee would then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the recommendation and publicly disclose its decision and rationale within 90 days from the date the election results are certified. The director who tenders his or her resignation would not participate in the Board’s decision. Under Delaware law, if a nominee who was not already serving as a director is not elected by a majority of votes cast by stockholders at an annual meeting, such nominee would not become a director.


			The nominees have been recommended to the Board by the Nominating and Corporate Governance Committee of the Board. The Board recommends that you vote “FOR” the election of each of the ten nominees as described under “Director Nominees.”


1						Assess the Board’s needs
						The NCG Committee annually reviews the composition and size of our Board, ensuring the directors possess the skills, knowledge, and understanding necessary for the Board to successfully perform its role in corporate governance. The Committee considers both the short-term and long-term strategies of the Company to determine what skills and experiences are required of the Board.

2						Identify candidates
						If the NCG Committee determines that there is a need for a new candidate either in the event of an open seat or a skill gap, individuals may be identified through a variety of methods, including by our directors, management, stockholders and/or an independent search firm.

3						Review and evaluate candidates
						The NCG Committee will consider not only an individual's qualities, performance, and professional responsibilities, but also the then current composition of the Board and the challenges and needs of the Board as a whole at that time.

4						Interview candidates
						The NCG Committee and the CEO review candidate profiles to identify candidates' skills, experience, and background that best align with the Company's strategy and would add value to the Board. Candidates are initially interviewed by the NCG Committee Chair and the Lead Director and if selected to advance, with the NCG Committee members and CEO in-person. Due diligence is performed, including background and conflicts checks, review of director commitment levels, references from other directors and the independent search firm.

5						Recommend candidate to the Board
						The NCG Committee recommends to the Board the candidate that best fits the needs of the Board. The Board reviews the recommendation and approves the candidate's appointment to the Board. Following Board approval, the new director will complete an onboarding process and will stand for election by stockholders at the next annual meeting.


Independence	Diversity of skills, experience, gender and ethnicity, and thought	Age


Table of Contents


			EBIT						Adjusted EBIT




			Under the New York Stock Exchange listing standards and Eastman’s Corporate Governance Guidelines, an “independent” director is one who has “no direct or indirect material relationship with the Company or its management” and who: has not been employed by the Company or any of its subsidiaries or affiliates, and who has no immediate family member who has been an executive officer of the Company, within the previous three years (in addition, if a director has been employed by the Company prior to the last three years, the Board will determine in its business judgment whether the director’s past or continuing relationship to the Company and its management would interfere with such director’s exercise of independent judgment); has not received, and whose immediate family member has not received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); as to the Company’s internal or external auditor, is not, and whose immediate family member is not, a partner; is not employed by; has not been, and whose immediate family member has not been, within the last three years, and is not currently, a partner or employee and personally worked on the Company’s audit; is not and has not in the past three years been employed, and whose immediate family member is not and has not in the past three years been employed, as an executive officer of another company where any of the Company’s present executives at the same time serve or served on that company’s compensation committee; is not an employee of, and whose immediate family member is not an executive officer of, another company that has made payments to, or received payments from, the Company for property or services in an amount that exceeds, in any of the last three fiscal years, the greater of $1 million or 2% of such other company’s consolidated gross revenues; has no personal services contract with the Company, any subsidiary or affiliate of the Company or any executive officer; does not have any other business relationship with the Company or any of its subsidiaries or affiliates (other than service as a director) that the Company would be required to disclose in proxy statements or in annual reports on Form 10-K filed with the SEC; is not an executive officer of another company that is indebted to the Company or to which the Company is indebted and the total amount of either company’s indebtedness to the other is more than 1% of the total consolidated assets of the company that he or she serves as an executive officer; is not an officer, director, or trustee of a charitable organization to which discretionary charitable contributions to the organization by the Company or an affiliate are more than 1% of that organization’s total annual charitable receipts or $100,000, whichever is less; and is not a director, executive officer, partner, or greater than 10% equity holder of an entity that provides advisory, consulting, or professional services to the Company, any of its affiliates, or any executive officer.


Audit Committee

Members: Humberto P. Alfonso (Chair) Eric L. Butler Edward L. Doheny II* Linnie M. Haynesworth Kim Ann Mink Charles K. Stevens III* Meetings in 2023: 9 *Retiring effective May 2, 2024			Duties and Responsibilities The purpose of the Audit Committee is to assist the Board in fulfilling the Board’s oversight responsibilities relating to: •the integrity of the financial statements of the Company and the Company’s system of internal controls over financial reporting and disclosure controls and procedures; •the Company’s management of and compliance with legal and regulatory requirements; •the independence and performance of the Company’s internal auditors; •the qualifications, independence, and performance of the Company’s independent registered public accounting firm; •the retention and termination of the Company’s independent registered public accounting firm, including the approval of fees and other terms of their engagement and the approval of non-audit relationships with the independent registered public accounting firm; and •risk assessment and risk management, including cybersecurity risks. The Board has determined that each member of the Audit Committee is “independent” and “financially literate,” and that Mr. Alfonso is an “audit committee financial expert” under applicable provisions of the New York Stock Exchange’s listing standards and the Exchange Act. A copy of the charter is available on the “Investors — Governance” section of the Company’s website.


Compensation and Management Development Committee

Members: James J. O’Brien (Chair) Brett D. Begemann Julie F. Holder Renée J. Hornbaker David W. Raisbeck Meetings in 2023: 7			Duties and Responsibilities The purpose of the Compensation and Management Development Committee (the “Compensation Committee”) is to: •establish, administer and oversee the Company’s policies, programs, and procedures for evaluating, developing, and compensating the Company’s executive officers, including oversight of management succession and risk assessment of compensation programs and practices; •oversee the Company’s efforts to attract, develop, and retain talent, including review of I&D initiatives, talent development, succession planning, employee engagement, culture and retention programs; •oversee the Company’s management development and compensation and benefits philosophy and strategy; and •determine the compensation of the Company’s executive officers, review management’s executive compensation disclosures, approve adoption of cash and equity-based incentive compensation plans, and oversee management’s administration of the Company’s benefits plans. The Compensation Committee has exclusive authority to grant stock-based incentive awards under the 2021 Omnibus Stock Compensation Plan and has delegated to the Board Chair and Chief Executive Officer authority to make certain limited stock-based compensation awards to employees other than executive officers. The Compensation Committee receives input from Company management on compensation and benefits matters, and considers such input in establishing and overseeing management’s compensation programs and in determining executive compensation. The Board has determined that each member of the Compensation Committee is “independent” under applicable provisions of the New York Stock Exchange’s listing standards. A copy of the charter is available on the “Investors — Governance” section of the Company’s website. For additional description of the Compensation Committee’s oversight of workforce and senior management development and its processes and procedures for consideration and determination of executive compensation, including the role of management in recommending compensation, see “Executive Compensation — Compensation Discussion and Analysis.”


Nominating and Corporate Governance Committee

Members: Julie F. Holder (Chair) Brett D. Begemann Renée J. Hornbaker James J. O’Brien David W. Raisbeck Meetings in 2023: 4			Duties and Responsibilities The purpose of the Nominating and Corporate Governance Committee is to: •identify individuals qualified to become Board members; •recommend to the Board candidates to fill Board vacancies and newly-created director positions; •recommend to the Board whether incumbent directors should be nominated for re-election to the Board upon the expiration of their terms; •review, develop, and recommend to the Board corporate governance principles and practices, and regularly review and evaluate corporate governance guidelines, principles, and practices in light of evolving trends and developments; •review and make recommendations to the Board regarding director compensation (see “Director Compensation”); •oversee the Board’s evaluations; and •recommend committee structures, membership, and chairs and, if the Board Chair is not an independent director, the independent director to serve as Lead Director. The Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” under applicable provisions of the New York Stock Exchange’s listing standards. A copy of the charter is available on the “Investors — Governance” section of the Company’s website.


Environmental, Safety and Sustainability Committee

Members: Kim Ann Mink (Chair) Humberto P. Alfonso Brett D. Begemann Eric L. Butler Edward L. Doheny II Linnie M. Haynesworth Julie F. Holder Renée J. Hornbaker James J. O’Brien David W. Raisbeck Charles K. Stevens III Meetings in 2023: 2 *Retiring effective May 2, 2024						Duties and Responsibilities The purpose of the Environmental, Safety and Sustainability Committee is to review with management and, where appropriate, make recommendations to the Board regarding: •the Company’s policies and practices concerning health, safety, environmental, security, and sustainability; •the Company’s sustainability strategy, including decarbonization, GHG emission reduction goals and related climate disclosures; and •philanthropy, public policy, and political activities matters. A copy of the charter is available on the “Investors — Governance” section of the Company’s website.


Finance Committee

Members: Renée J. Hornbaker (Chair) Humberto P. Alfonso Brett D. Begemann Eric L. Butler Edward L. Doheny II* Linnie M. Haynesworth Julie F. Holder Kim Ann Mink James J. O’Brien David W. Raisbeck Charles K. Stevens III* Meetings in 2023: 4 *Retiring effective May 2, 2024			Duties and Responsibilities The purpose of the Finance Committee is to review with management and, where appropriate, make recommendations to the Board regarding: •the Company’s financial position and financing activities, including consideration of the Company’s financing plans and strategies; •cost of capital; •significant corporate transactions (including acquisitions, divestitures, and joint ventures); •capital expenditures; •financial status of the Company’s defined benefit pension plans; •payment of dividends and issuance and repurchase of stock; and •use of financial instruments, commodity purchasing, insurance, and other hedging arrangements and strategies to manage exposure to financial and market risks. A copy of the charter is available on the “Investors — Governance” section of the Company’s website.




			•2023 OSHA Recordable injury rate decreased by nearly 31% relative to 2022 performance. •2023 Tier 1 process safety incidents decreased by 57% relative to 2022 performance. •Year-over-year, serious injuries & fatalities were reduced by 66%. •Year-over-year, Days Away from Work injuries were reduced by 55%.


1						Process Initiated
						The Lead Director and the Chair of the NCG Committee initiated the evaluation process with the assistance of an independent third-party.

2						Survey
						Each director completed an electronic survey with survey questions centered around five core areas of responsibility and oversight: (i) Board composition; (ii) talent oversight and CEO succession; (iii) Board processes and operations; (iv) strategy oversight; and (v) risk management.

3						Interviews
						The facilitator conducted individual interviews with each director eliciting candid feedback from the participants in an unrestrained and congenial setting.

4						Findings
						The facilitator compiled all the quantitative and qualitative information, benchmarked the Board against national standards and research and provided a thorough and comprehensive written narrative report. The results of the assessment were reviewed with the Lead Director, Chair of the NCG Committee and Board Chair.

5						Feedback Incorporated
						The Lead Director shared the results with the full Board and reviewed recommended actions aligning on improvement opportunities for implementation. As a final step, the facilitator then conducted one-on-one conversations with each individual director.


Cash Retainer
Cash fees for 2023 were paid according to the following schedule:
Non-Employee Director Annual Retainer			$120,000
Lead Director Retainer			$40,000
Chair Retainer — Audit Committee			$25,000
Chair Retainer — Compensation and Management Development Committee			$20,000
Chair Retainer — Nominating and Corporate Governance Committee			$15,000
Chair Retainer — Finance Committee
Chair Retainer — Environmental, Safety and Sustainability Committee
“Event” Fee (Per Event)*			$1,500
Restricted Stock Awards
Non-Employee Director Annual Award			$110,000
Director (one-time award upon initial election to the Board)			$10,000



Name		Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)


	Humberto P. Alfonso Audit Committee Chair	$145,000	$110,061	$60,000	$315,061


	Brett D. Begemann Lead Independent Director	$156,667	$110,061	$60,000	$326,728


	Eric L. Butler	$123,000	$110,061	$60,000	$293,061


	Edward L. Doheny II	$120,000	$110,061	$60,000	$290,061


	Linnie M. Haynesworth	$111,729	$120,073	$54,365	$286,167


	Julie F. Holder Nominating and Corporate Governance Committee Chair	$146,500	$110,061	$60,000	$316,561


	Renée J. Hornbaker Finance Committee Chair	$141,000	$110,061	$60,000	$311,061


	Kim A. Mink Environmental, Safety and Sustainability Committee Chair	$131,500	$110,061	$60,000	$301,561


	James J. O’Brien Compensation and Management Development Committee Chair	$140,834	$110,061	$60,000	$310,895


	David W. Raisbeck	$140,000	$110,061	$60,000	$310,061


	Charles K. Stevens III	$120,000	$110,061	$60,000	$290,061



ITEM 2 Ratification of Appointment of Independent Registered Public Accounting Firm


The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024. In making this appointment, the Audit Committee has determined that the retention of PwC continues to be in the best interests of Eastman and its stockholders. PwC has served as the Company’s independent auditor since 1993. The Audit Committee believes PwC’s tenure as the Company’s independent registered public accounting firm has provided the firm with a deep understanding of the Company's business. PwC's tenure and knowledge of the Company's business has served to enhance the audit processes and overall audit quality, which are aided by: •Robust auditor independence controls; •Deep Company and industry knowledge; and •Annual evaluation of independence, performance, and qualifications. The stockholders are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. If the stockholders fail to ratify this appointment, the Audit Committee may, but is not required to, reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. A representative of PwC is expected to attend the Annual Meeting and will have the opportunity to make a statement on behalf of the firm if he desires to do so. The representative is also expected to be available to respond to appropriate questions from stockholders.


			The Board of Directors recommends that you vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as Eastman’s independent registered public accounting firm for the year ending December 31, 2024.


Item 2 Ratification of appointment of independent registered public accounting firm


(IN THOUSANDS)	For the Year Ended December 31, 2022			For the Year Ended December 31, 2023
Audit Fees and Expenses(1)		$	5,455		$	5,599
Audit-Related Fees and Expenses(2)		95			85
Tax Fees and Expenses(3)		3,808			2,231
All Other Fees and Expenses(4)		195			270
Total		$	9,553		$	8,185



ITEM 3 Advisory Approval of Executive Compensation


The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) provides stockholders with the right to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s NEOs as disclosed pursuant to the compensation disclosure rules of the SEC. This advisory vote is commonly referred to as the “say-on-pay” vote. In the Company’s advisory say-on-pay vote at the 2023 Annual Meeting of Stockholders, 91.8% of votes cast were “for” approval of the executive compensation. The Compensation Committee considers the outcome of this vote in its establishment and oversight of the compensation of the executive officers, as further discussed in “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee also considers input from investors as it designs and makes decisions with respect to the Company's executive compensation programs as described in “Executive Compensation — Compensation Discussion and Analysis —Investor Engagement and Say-on-Pay Vote Results.” The Company’s strategy for business and financial growth from sustainable innovation, market engagement, and differentiated technologies and applications development leverages the capabilities of our employees to innovate and execute our growth strategy while remaining committed to maintaining a strong financial position with appropriate financial flexibility and liquidity. Our pay-for-performance compensation philosophy supports this strategy by stressing the importance of corporate and individual performance (i) in meeting strategic and business goals for growth, (ii) creating value through innovation, and (iii) driving financial strength and flexibility, while remaining able to meet changing employee, business, and market conditions. Our executive compensation program is designed to attract and retain a talented and creative team of executives who will provide disciplined leadership for the Company’s success in dynamic, competitive markets. The Company seeks to accomplish this by motivating executives with an appropriate mix of compensation elements to drive value for all stakeholders. Please read the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement for additional details about our executive compensation philosophy and programs, including information about the compensation of our NEOs for 2023, as detailed in the tables and narrative. The say-on-pay vote gives stockholders the opportunity to indicate their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, objectives, and practices described in this proxy statement. Stockholders are being asked to approve the compensation of the NEOs as disclosed in the “Executive Compensation” section of this proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure. Because this vote is advisory, it will not be binding on the Compensation and Management Development Committee (the “Compensation Committee”), the Board, or the Company. However, the Compensation Committee and the Board value the opinions of the Company’s stockholders, and the Compensation Committee will consider the outcome of the vote in its establishment and oversight of the compensation of the executive officers.


			The Board recommends that you vote “FOR” the advisory approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement.



Name	Years of Credited Service	Position


Mark J. Costa	18	Chief Executive Officer


William T. McLain, Jr.	23	Executive Vice President and Chief Financial Officer


Brad A. Lich	22	Executive Vice President and Chief Commercial Officer


Stephen G. Crawford	40	Executive Vice President, Manufacturing and Chief Sustainability Officer


B. Travis Smith	31	Senior Vice President, Additives & Functional Products


Executive summary			51

20 23 Hi ghlights			51

Eastman compensation objectives, philosophy and program			53
Compensation Best Practices			54
Investor Engagement and Say-on-Pay Vote Results			55
2023 Compensation Overview			56
Compensation Mix			56
Peer group			57
Role of th e Compensation C onsultant			58


Elements of our Executive Compensation Program			59
2023 NEO compensation			59
B ase S alary			62
Annual I ncentive P ay			62
Long-term incentive compensation			66
Executive perquisites and personal benefits			70

Executive termination and change-in-control agreements			71
Compensation recoupment “clawback” policy			71
Analysis of executive compensation risk			71


	2023 CEO Earned or Accrued Pay1		Summary Compensation Table
Actual Base Salary Paid		$1,360,810		$1,360,810
Actual Non-Equity Incentive Plan Paid		$1,597,050		$1,597,050
2023 Performance Share Awards2		$8,071,944		$11,208,310
2023 Option Grant2,3		$682,426		$2,472,937
Change in Pension Value and Nonqualified Deferred Compensation Earnings		$543,510		$543,510
All Other Compensation		$415,273		$415,273
Total		$12,671,013		$17,597,890


Eastman has a history of actively engaging with our stockholders. We believe that strong corporate governance should include consistent dialogue with investors. We solicit feedback on our corporate governance, executive compensation programs, disclosure practices, and environmental and social impact programs and goals. Investor feedback is shared with our Compensation Committee. As described in “Item 3 — Advisory Approval of Executive Compensation”, at the 2024 Annual Meeting, stockholders will again have the opportunity to indicate their views on the compensation of our NEOs by an advisory “say-on-pay” vote. At the Company’s 2023 Annual Meeting of Stockholders, 91.8% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee considered the annual say-on-pay vote in its subsequent compensation design decisions. During our investor engagement in 2023, we received limited communications of concerns related to our current executive compensation program and practices. After considering the result of the say-on-pay vote and subsequent investor communications, the Compensation Committee did not make any significant changes in the structure of the Company’s executive compensation program for 2023. The Compensation Committee will continue to consider the results of future say-on-pay proposals and other investor input, and other appropriate executive compensation and corporate governance developments, when making compensation decisions for our executive officers.

			At the Eastman 2023 Annual Meeting of Stockholders, the annual say-on pay vote was approved by stockholders with a 91.8% vote in favor of the proposal.


Name	Title	Target UPP Opportunity as % of Base Salary*
Mark J. Costa	Chief Executive Officer	150	%
William T. McLain, Jr.	Executive Vice President and Chief Financial Officer	100	%
Brad A. Lich	Executive Vice President and Chief Commercial Officer	100	%
Stephen G. Crawford	Executive Vice President, Manufacturing and Chief Sustainability Officer	85	%
B. Travis Smith	Senior Vice President, Additives & Functional Products	85	%