Eastman Chemical Co DEF 14A, filed Mar 22, 2023

About this DEF 14A

Eastman Chemical Co (EMN)

DEF 14A 2023-03-22

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Added on June 12, 2026

Stockholders are being asked to vote on the election of twelve directors to serve until the 2024 Annual Meeting of Stockholders. The terms of office of all twelve current directors will expire at the 2023 Annual Meeting, and each of those directors has been nominated for re-election for a one-year term.

Eastman Chemical Co filed this DEF 14A on March 22, 2023.

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☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Notice of Annual Meeting of Stockholders

About the Company			1

2022 Financial Highlights			5

Summary of Items to be Voted on at the Annual Meeting			6

ITEM 1 — Election of Directors			10

The Board of Directors			11

Board Composition			11

Board Overview and Skills and Qualifications Matrix			12

Director Nominees			13

Director Independence			25

Director Nominations			26

Corporate Governance			27

Corporate Governance Highlights			27

Board Leadership Structure			28

Board Committees			29

Committee Reports			33

Compensation Consultant			36

Key Areas of Board Oversight			36

Board Practices, Processes, and Policies			39

Director Compensation			41

Compensation Philosophy			41

2022 Director Compensation			41

Directors’ Deferred Compensation Plan			42

Director Compensation Table			43

ITEM 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			44


Executive Compensation			46

Compensation Discussion and Analysis			46

Compensation Tables			67

Termination and Change-in-Control Arrangements			77

Pay Ratio			81

Pay Versus Performance			82

ITEM 3 — Advisory Approval of Executive Compensation			87

ITEM 4 — Advisory Vote on Frequency of Advisory Approval of Executive Compensation			88

ITEM 5 — Advisory Vote on Stockholder Proposal Regarding an Independent Board Chair			89

Information about Stock Ownership			92

Stock Ownership of Directors and Executive Officers			92

Principal Stockholders			95

Additional Information About the Annual Meeting			96

Annex A			A-1



		Frequently Referenced

		About the Company			1

		2022 Financial Highlights			5

		The Board of Directors			11

		Corporate Governance			27

		Director Compensation			41

		Executive Compensation			46

		Information about Stock Ownership			92


	Meeting information		How to vote by proxy Only stockholders of record at the close of business on March 15, 2023 are entitled to notice of, and to vote at, the meeting. It is important that your shares be represented and voted at the meeting. Please vote by proxy in one of these ways:
	DATE: Thursday, May 4, 2023 TIME: 11:30 a.m. (EDT)
	LOCATION: Virtually at https://register.proxypush.com/emn
To Our Stockholders: The 2023 Annual Meeting of Stockholders of Eastman Chemical Company will be held virtually on May 4, 2023 at 11:30 a.m. (EDT) via live webcast at https://register.proxypush.com/emn.				BY INTERNET By Internet at the web address shown on your proxy card, electronic form of proxy, or voting instruction form (if you received the proxy materials by mail from a broker or bank).
	Voting Items	Board Recommendation
1.	ELECT DIRECTORS. To elect twelve directors to serve until the 2024 Annual Meeting of Stockholders and their successors are duly elected and qualified.	FOR each director nominee		BY PHONE Use the toll-free telephone number shown on your proxy card, electronic form of proxy, or voting instruction form (if you received the proxy materials by mail from a broker or bank).
2.	RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2023.	FOR
				BY MAIL Mark, sign, date, and promptly return or submit your proxy card, electronic form of proxy, or voting instruction form (in the postage-paid envelope provided if you are returning a paper proxy card).
3.	ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. To approve, on an advisory basis, the compensation of certain of the Company’s executive officers.	FOR
4.	ADVISORY VOTE ON FREQUENCY OF ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. To vote on the frequency of the advisory vote on executive compensation.	ONE YEAR	Signing and returning the proxy card or submitting your proxy electronically by Internet or telephone does not affect your right to vote electronically during the meeting if you attend the meeting virtually.

5.	ADVISORY VOTE ON STOCKHOLDER PROPOSAL. To vote on a proposal submitted by a stockholder, if properly presented at the meeting, regarding an independent Board Chair.	AGAINST


		Our Innovation-Driven Growth Model is Succeeding Our innovation-driven growth model is the heart of who we are and how we win in the marketplace every day. This 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 Significant Growth The circular economy is emerging as a powerful new vector of growth for Eastman. We have a great opportunity to deliver attractive growth by addressing the plastic waste crisis and reducing our impact on climate at the same time through our molecular recycling technologies. We have made great progress in scaling up our innovation with our three announced projects, the first in the Kingsport, Tennessee, the second in France, and third to be built in the U.S. with a location to be announced later this year.

		Strengthening Execution to Convert Growth to Value Our pursuit of productivity is part of the Eastman culture. We continue to make investments in strengthening our execution capability with the goal of driving the top line and translating it to the bottom line, including a new integrated business planning system that will enable us to support growth better 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 and ESG are Integrated into How We Win At Eastman, sustainability is a business imperative. That’s why environmental, social, and governance (“ESG”) is integrated into how we do business at Eastman. We have the responsibility and opportunity to lead, join others to help address climate change, mainstream circularity as an economic model, and help build a more inclusive and equitable world. You can read more about our ESG initiatives and the progress that we are making in this proxy statement.

		Power of Cash Flow and the Balance Sheet We have developed a record of strong cash flow in most every environment, achieving a new level of performance. We returned cash to our stockholders and have otherwise put cash to work in a disciplined manner.


INDEPENDENCE All director nominees except our Chief Executive Officer are independent and meet heightened independence standards for our Audit, Compensation and Management Development, and Nominating and Corporate Governance Committees.						DIVERSITY OF SKILLS, EXPERIENCE, GENDER AND ETHNICITY, AND THOUGHT We have a diverse Board representing a range of experience and backgrounds.



The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Stockholders are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP.

	“FOR”	PAGE 44



Stockholders have the right to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers (“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.

	“FOR”	PAGE 87



Stockholders have the right to vote to approve, on an advisory basis, the frequency of the advisory vote on executive compensation (the “say-on-pay” vote). In this Item 4, you are being asked to cast an advisory vote on how frequently we should have say-on-pay votes in the future. You can vote to hold say-on-pay votes every one, two, or three years, or you can abstain from voting. Our Board of Directors believes that say-on-pay votes should be held annually to give stockholders the opportunity to provide regular input on our executive compensation programs and increase our Board’s accountability for its compensation decisions and therefore recommends that stockholders vote for the one year option.



	“ONE YEAR”	PAGE 88



Stockholders will vote on this proposal if properly presented by the proponent at the Annual Meeting. For the reasons described in the Company’s response, the Board opposes the proposal.

	“AGAINST”	PAGE 89



		BOARD STRUCTURE AND GOVERNANCE				SUSTAINABILITY

		• Active Board oversight of risk • Lead Director and strong Committee chair roles with clearly articulated responsibilities • 11 out of 12 directors are independent • Mandatory director retirement age • Annual Board and Committee self-evaluation process, including individual director evaluations • Executive sessions at each Board meeting led by the Lead Director without the CEO or other management present				• Long-standing commitment to sustainability and other ESG matters • Board oversight of human capital management and culture, including I&D • Comprehensive Sustainability Report in alignment with GRI, SASB, and TCFD frameworks • Established climate strategy and 2030 Commitments, including green house gas emissions reduction targets • I&D Report • Annual independent third-party assessment of pay equity


		STOCKHOLDER RIGHTS AND ENGAGEMENTNT				STOCK OWNERSHIP

		• Annual election of directors • Majority voting for directors • Stockholder proxy access • Active and responsive stockholder engagement process • No stockholder rights plan • No supermajority voting provisions				• Stock ownership guidelines of 5x base salary for CEO • Stock ownership guidelines of 5x annual retainer fee for non-employee directors • Stock ownership guidelines of 2.5x base salary for our other executive officers • No hedging or pledging of Company stock by directors, executive officers, and all employees • Executive Incentive Pay Clawback Policy


	Mark J. Costa Board Chair		David W. Raisbeck Lead Director

The Chair of the Board provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Company believes that the members of the Board possess considerable experience and unique knowledge of the challenges and opportunities the Company may face from time to time, and therefore are in the best position to evaluate the needs of the Company and how best to organize the capabilities of our directors and senior executives to meet those needs at any time. As a result, the Company believes that the decision as to who should serve as Chair and as Chief Executive Officer, and whether the offices should be combined or separate, is properly the responsibility of the Board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances. Our Corporate Governance Guidelines provide the Board the flexibility to determine whether or not the separation or combination of the Chair and Chief Executive Officer offices is in the best interests of the Company. Chief Executive Officer and director Mark J. Costa has served as Chair since 2014. The Board has determined that this is the most efficient manner to facilitate effective communication between management and the Board and provide strong and consistent leadership as well as a unified voice for the Company. In addition, the Board believes that combining the roles of Chair and Chief Executive Officer helps ensure that the Chief Executive Officer understands and can effectively and efficiently manage the implementation of the recommendations and decisions of the Board.		In order to ensure effective, independent leadership on the Board and appropriate oversight of management, Eastman’s Bylaws and Corporate Governance Guidelines require an independent Lead Director when the same person holds the Chief Executive Officer and Chair positions or if the Chair is not otherwise independent. The Lead Director’s responsibilities, which are described in more detail in the Company’s Corporate Governance Guidelines, include: • calling, setting agendas for, and presiding over executive sessions of the non-employee, independent directors at each regularly scheduled meeting of the Board, or at such other times as the non-employee, independent directors may determine; • calling special meetings of the full Board or the non-employee, independent directors; • presiding over Board meetings in the absence of the Board Chair; • collaborating and consulting with the Chair and Chief Executive Officer, the Corporate Secretary, and other senior management concerning and approving or directing the approval of agendas, schedules, and materials for Board meetings; • acting as a liaison between the independent directors and the Chair; and • being available with the Chair for consultation and direct communication with stockholders. David W. Raisbeck has served as Lead Director since May 2020.



Members		Duties and Responsibilities

Humberto P. Alfonso (Chair) Eric L. Butler Edward L. Doheny II Linnie M. Haynesworth Kim Ann Mink Charles K. Stevens III Meetings in 2022: 9		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 that each of Messrs. Alfonso and Stevens is an “audit committee financial expert” under applicable provisions of the New York Stock Exchange’s listing standards and the Securities Exchange Act of 1934.
		A copy of the charter is available on the “Investors — Governance” section of the Company’s website.



Members		Duties and Responsibilities

Brett D. Begemann (Chair) Julie F. Holder Renée J. Hornbaker James J. O’Brien David W. Raisbeck Meetings in 2022: 6		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 (or “human capital”), 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 management 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 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 “Human Capital Management Oversight” and “Executive Compensation — Compensation Discussion and Analysis”.



Members		Duties and Responsibilities

James J. O’Brien (Chair) Brett D. Begemann Julie F. Holder Renée J. Hornbaker David W. Raisbeck Meetings in 2022: 5		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 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.



Members		Duties and Responsibilities

Julie F. Holder (Chair) Humberto P. Alfonso Brett D. Begemann Eric L. Butler Edward L. Doheny II Linnie M. Haynesworth Renée J. Hornbaker Kim Ann Mink James J. O’Brien David W. Raisbeck Charles K. Stevens III Meetings in 2022: 3		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, 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.



Members		Duties and Responsibilities

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 2022: 4		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.



1. Process Initiated		The Lead Director and the Chair of the Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee and Chair of the Board.

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


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		15,000
Chair Retainer — Environmental, Safety and Sustainability Committee		15,000
“Event” Fee (Per Event)*		1,500



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

Humberto P. Alfonso	$	145,000	$	110,002	$60,000	$315,002

Brett D. Begemann		140,000		110,002	60,000	310,002

Eric L. Butler (4)		48,913		10,037	24,457	83,407

Edward L. Doheny II		120,000		110,002	60,000	290,002

Julie F. Holder		139,500		110,002	60,000	309,502

Renée J. Hornbaker		144,000		110,002	60,000	314,002

Kim A. Mink		120,000		110,002	60,000	290,002

James J. O’Brien		135,000		110,002	60,000	305,002

David W. Raisbeck		160,000		110,002	60,000	330,002

Charles K. Stevens III		120,000		110,002	60,000	290,002


(IN THOUSANDS)	For the Year Ended December 31, 2021			For the Year Ended December 31, 2022
Audit Fees and Expenses(1)		$	5,540		$	5,455
Audit-Related Fees and Expenses(2)			3,100			95
Tax Fees and Expenses(3)			4,554			3,808
All Other Fees and Expenses(4)			5			195
Total		$	13,199		$	9,553


Executive Compensation			46

Executive Summary			47

Eastman Compensation Objectives, Philosophy and Program			49

Compensation Best Practices			50

Analysis of Executive Compensation Risk			51

Review of 2022 Executive Compensation			52

Peer Group			53

Elements of our Executive Compensation			54

Base Salary			56

Annual Incentive Pay			56

Long-Term Incentive Compensation			60

Executive Termination and Change-In-Control Agreements			66

Compensation Recoupment “Clawback” Policy			66


Name	Years of Credited Service	Position

Mark J. Costa	17	Chief Executive Officer

William T. McLain, Jr.	22	Senior Vice President and Chief Financial Officer

Brad A. Lich	21	Executive Vice President and Chief Commercial Officer

Stephen G. Crawford	39	Executive Vice President, Manufacturing and Chief Sustainability Officer

Perry Stuckey III	12	Former Senior Vice President, Chief Human Resources Officer



	2022 CEO Earned or Accrued Pay¹			Summary Compensation Table

Actual Base Salary Paid		$	1,331,575		$	1,331,575

Actual Non-Equity Incentive Plan Paid		$	0		$	0

2022 Performance Share Awards²		$	4,918,080		$	11,996,462

2022 Option Grant^2,3		$	0		$	2,825,667

Change in Pension Value and Nonqualified Deferred Compensation Earnings		$	305,653		$	305,653

All Other Compensation		$	608,774		$	608,774

Total		$	7,164,082		$	17,068,131



What We Do

		Oversight and decisions by a Compensation Committee comprised solely of independent directors with significant executive compensation and management experience who understand drivers of long-term corporate performance.

		Use an independent compensation consultant to the Compensation Committee with no conflicts of interest.

		Annual assessment by the Compensation Committee of potential risks associated with the compensation program.

		Benchmark executive pay and overall program design and use competitive peer company data in making decisions about all components of pay.

		Significant portion of pay based on corporate and individual performance.

		Robust stock ownership expectations.

		Executive pay recoupment (or “clawback”) policy.

		“Double trigger” change-in-control vesting of outstanding stock-based pay awards.

		Regular dialogue with investors and proxy advisory firms about executive pay program and practices.



What We Don’t Do

		Target a specific percentile of competitive peer company pay to set executive pay.

		Reprice or change performance targets for stock options or other long-term stock-based incentive awards after those awards are granted.

		Include value of equity awards in pension benefit calculations.
		Allow pledging or hedging of Company stock by our executive officers.

		“Gross-up” taxes for any imputed income on limited executive perquisites.

		“Gross-up” tax payments, or accelerate equity vesting without termination following change-in-control, under limited change-in-control severance arrangements.


Air Products and Chemicals, Inc.		FMC Corporation
Ashland Global Holdings Inc.		The Goodyear Tire and Rubber Company
Ball Corporation		Mosaic Company
Celanese Corporation		Parker-Hannifin Corporation
Danaher Corporation		PPG Industries Inc.
Dover Corporation		Sealed Air Corporation
DuPont de Nemours		Rockwell Automation, Inc.
Eaton Corporation Plc		The Sherwin-Williams Company
Ecolab Inc.		Trane Technologies Plc


Component	Form	Vesting or Performance Period	How Pay is Determined	Why We Pay Each Component

Annual Base Salary	Cash	Ongoing	Comparable pay for similar jobs at comparator companies Scope of responsibilities Work experience Comparable pay of other Eastman executives and for other Eastman jobs Individual performance	Recognize job responsibilities and contributions Attract and retain executive talent

Annual Incentive Compensation Opportunity	Cash	1 year	Target awards are set as a percent of salary based on competitive data for similar jobs Payouts based on business and individual performance compared to pre-set expectations and targets	Motivate attainment of short-term business objectives and individual performance commitments consistent with long-term strategic plans

Long-Term Incentive Compensation Opportunity	Equity-Stock Options, Performance Shares, and Restricted Stock Units	3 years (performance shares and restricted stock units performance period and options vesting period) and 10 years (options exercise period)	Target awards are a targeted dollar value based on competitive data; individual awards based on business and individual performance, contribution, and long-term potential Payouts and appreciation based on long-term capital returns and stock price appreciation	Motivate attainment of long-term corporate performance resulting in stock price appreciation Encourage ownership mindset by aligning interests with stockholders Attract and retain executive talent


HOW THE UPP WORKS

At the start of the year — Compensation Committee establishes corporate performance measures and targets and individual executive performance goals	Throughout the year — Compensation Committee tracks corporate and individual performance, considers adjustments to GAAP corporate performance measures	After year end — Compensation Committee determines corporate performance and any adjustments to calculated payout pool amount, Compensation Committee and management evaluate individual performance, and payout pool funded and individual awards distributed


Name	Title	Target UPP Opportunity as % of Base Salary
Mark J. Costa	Chief Executive Officer	150%
William T. McLain, Jr.	Senior 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%
Perry Stuckey III	Former Senior Vice President, Chief Human Resources Officer	85%



Named Executive Officer		Accomplishments / Commitments
Mark J. Costa		Given challenging market conditions, operating and supply chain constraints, broad-based inflation and significant currency headwinds, overall financial goals were not fully achieved in 2022.

		Under Mr. Costa’s leadership, Eastman: (i) made significant progress on its circular economy projects in 2022, which are expected to help position the Company for sustainable growth, and (ii) continued progress with its specialty innovation portfolio across the Company resulting in $550 million of new business revenue.

		Mr. Costa led Company initiatives that significantly increased year-over-year diversity hiring and strengthened the Company’s succession pipeline including acceleration of readiness for diverse talent for leadership roles.

William T. McLain, Jr.		Given market conditions and certain external events described in the Company’s Annual Report to Stockholders for 2022, goals related to earnings and cash flow (including OCF, variable cost margin, indirect cost savings, and operational budgets) were only partially achieved.

		In 2022, Mr. McLain played a key role in the successful completion of the divestiture of the Company’s adhesives resins business and continued to advance strategic growth opportunities through development of M&A portfolio opportunities.

		Mr. McLain led the development and implementation of initiatives to reduce selling, general and administrative expenses in 2022, and to reduce costs by $200 million in 2023.

Brad A. Lich		Revenues increased in the Advanced Materials and Fibers segments in 2022 (both segments under Mr. Lich’s leadership), but segment earnings were adversely impacted by significant decline in demand and destocking, as well as by operational, supply chain and inflation-related challenges during the year.

		Mr. Lich played an essential leadership role in progressing our three projects in the circular economy.

		Mr. Lich led a commercial team that continued to build and institutionalize its innovation capabilities through its integrated operating model.

Stephen G. Crawford		While the Company made significant strides in operational safety in 2022, unplanned operating outages and global logistics disruptions adversely impacted the Company’s business operations during the year.

		Under Mr. Crawford’s leadership, the Company made significant progress on advancing its circular platform initiatives including construction at Kingsport molecular recycling facility as well as development on two additional facilities.

		Mr. Crawford led sustainability initiatives that continued to make progress on the Company’s carbon emissions reduction commitment.


Stock Options		Granted under the Company’s 2021 Omnibus Stock Compensation Plan (the “Omnibus Plan”), stock options create a direct link between compensation of key Company managers and long-term performance of the Company through appreciation of stock price.

Performance Shares		Awarded under the Omnibus Plan to provide an incentive for key managers to earn stock awards by meeting specified multi-year business or individual performance goals.

Other Stock-Based Incentive Pay		Under the Omnibus Plan, the Compensation Committee may also award additional stock-based compensation (with or without restrictions), including restricted stock units, performance units, stock appreciation rights, and additional stock options with performance-based or other conditions to vesting.

Stock Ownership Expectations		Established for executive officers to encourage long-term stock ownership and the holding of shares awarded under the Omnibus Plan or acquired upon exercise of options. Over a five-year period, executive officers are expected to accumulate stock with a value of two and one-half times their annual base salary (five times base salary for the Chief Executive Officer) in Company stock and stock equivalents. See “Information about Stock Ownership — Stock Ownership of Directors and Executive Officers — Director and Executive Stock Ownership Expectations; No Hedging or Pledging of Company Stock.” All executive officers have met or are on schedule to meet their ownership expectations.


ESG Goals		Target
Climate Change — Decrease Actual GHG Emissions		Reduce by 17.1% to 25.2% or better from 2017 baseline target
Circularity — Millions of Pounds of Waste Plastic Recycled		215 — 250 million pounds or better in the aggregate by 2025
I&D Goals
U.S. Diversity Representation Total Professional (Business and Technical & Leadership) Population Goals (2024 # on track for 2030 Goals)		21% — 25% or better (People of Color)
Gender Representation Total Professional (Business and Technical & Leadership) Population Goals (2024 # on track for 2030 Goals)		41% — 42% or better (Female)
The Compensation Committee will use its judgement in determining the Modifier to be applied to the 2023-2025 Performance Share Award, using the following guidelines: • Target or better performance in all 4 measures = +10% • Target or better performance in 3 of the 4 measures = +7.5% • Target or better performance in 2 of the 4 measures = +5% • Target or better performance in 1 of the 4 measures = +2.5% • If all measures are below targeted performance, then the award will be reduced by (-5.0%).