Eastman Chemical Co DEF 14A, filed Mar 21, 2025

Eastman Chemical Co (EMN)

DEF 14A 2025-03-21 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Eastman Chemical Co filed this DEF 14A on March 21, 2025.

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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 Annual Meeting of Stockholders						7
About E astman						8

Eastman at a Glance						8
Eastman Growth Strategy						9
2024 Performance Highlights						10
Sustainability Highlights						11

Proxy Summary						12


ITEM 1

Election of Directors						17

The Board of Directors						18
Director N ominees						21
Corporate Governance						26
Board Leadership Structure						27

Director Compensation						38

Compensation Philosophy						38
2024 Director Compensation						39
Directors’ Deferred Compensation Plan						39
Director Compensation Table						40

ITEM 2

Ratification of Appointment of Independent Registered Public Accounting Firm						41

Independence of PricewaterhouseCoopers LLP						42
Regular Rotation of Primary Engagement Partner						42
Report of the Audit Committee						43


ITEM 3

Advisory Approval of Executive Compensation						45
Letter from the Compensation and Management Development Committee						46
Report of the Compensation and Management Development Committee						47
Executive Compensation						48

Compensation Discussion and Analysis						48
Compensation Tables						67
Pay Ratio						76
Pay Versus Performance						77

ITEM 4

Advisory Vote on Stockholder Proposal Regarding an Independent Board Chair						81
Information About Stock Ownership						84

Stock Ownership of Directors and Executive Officers						84
Principal Stockholders						86

Additional Information About the Annual Meeting						87
Annex A						92

Reconciliation of Non-GAAP Financial Measures						92



Frequently Requested Information

About Eastman			8
2024 Performance Highlights			10
Director Nomi nee s			21
Corporate Governance			26
Director Compensation			38
Executive Compensation			48
Information About Stock Ownership			84



			Advanced Materials						Chemical Intermediates
			Additives & Functional Products						Fibers


“With the successful launch of our methanolysis facility in Kingsport, Tennessee, we have solidified our position 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, 2025 Dear fellow Stockholders: On behalf of the Eastman Board of Directors, I invite you to attend the 2025 Annual Meeting of Stockholders. Our meeting will be held virtually on May 1, 2025, 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 2024 Annual Report to Stockholders is also included with these materials. 2024 in Review As I reflect on the past year, I am pleased to highlight our progress in delivering on our strategic priorities, driving sustainable growth, improving safety performance and creating long-term value for stockholders. Our success in 2024 would not have been possible without the incredible efforts of our employees. Their passion, innovation and unwavering commitment to excellence were the driving force behind our success and achievements in 2024. To our team members around the world, thank you for your dedication and hard work. In 2024, we improved safety performance, generated year-over-year earnings growth, achieved critical innovation milestones, and solidified our leadership position in the circular economy. We also advanced key strategic goals during this past year to position us for future growth and continued long-term value creation. Continued Safety Improvement The safety of our employees and strong environmental stewardship in our communities are at the forefront of everything we do. Building on the significant progress we made in 2023, we had our best-ever performance in OSHA recordable incidents, and we met or exceeded our targets for process safety. Strong Financial Results In 2024, we grew our adjusted earnings per share* ("EPS") by 23%. Innovation drove new revenue, proving we can create our own growth despite a weak global economy. We delivered approximately $1.3 billion of operating cash flow in 2024, including nearly $550 million in the fourth quarter.



			•Improved safety performance. We achieved the Company’s best-ever safety performance for personal safety incidents, and Tier 2 process safety events, reaffirming our commitment to approaching all that we do with a zero-incident mindset. •Delivered strong adjusted EPS growth. We delivered adjusted earnings per share (“EPS”) of $7.89 demonstrating the power of our innovation-driven strategy, which is enabling us to create our own growth and maintain commercial excellence in pricing. •Generated solid operating cash flow ("OCF"). We generated OCF of approximately $1.3 billion, which enabled us to invest in growth and return cash to stockholders. •Strengthened our circular leadership. We made significant progress on our circular strategy with the successful start-up of our new methanolysis facility in Kingsport, Tennessee. •Returned cash to stockholders. We returned approximately $680 million in cash to stockholders in the form of share repurchases and dividends, which we increased for the fifteenth consecutive year and underscores our commitment to driving stockholder returns.


“The Board has an unwavering commitment to driving sustainable, long-term growth by executing on our strategic priorities, fostering innovation and ensuring the safety of our employees."						March 21, 2025 Dear Stockholders: On behalf of the entire Board, I want to thank you for your continued support and investment in Eastman. The Board’s shared commitment to the long-term success of Eastman continues to drive our decision-making and strategic direction. As we approach our 2025 Annual Meeting, I would like to take the opportunity to provide an overview of how the Board is driving value creation for our stockholders. Corporate Governance The Board believes that strong corporate governance is the cornerstone of our responsibility to stockholders. We are committed to upholding high governance standards and ensuring that management remains accountable to us and to you. As part of our commitment to strong governance practices, we maintain robust Board succession planning processes, which has resulted in a thoughtful refreshment of our Board over the past several years. Since 2022, we have welcomed three new independent directors, each of whom brings extensive experience, unique perspectives, and new skill sets necessary to support the evolution of our business strategy. Stockholder Engagement At Eastman, we view stockholder engagement as an essential component of sound governance that informs the Board’s decisions and enables us to be a more effective steward of your investment. In 2024, I had the opportunity to participate in our stockholder outreach efforts, together with senior management, to discuss key topics including executive compensation, corporate governance, board composition, and sustainability. Based on feedback from this engagement, we made a number of positive changes, especially related to our executive compensation programs. These changes are described in the “Compensation Discussion and Analysis” section of the Proxy Statement. We believe this commitment to engagement and transparency not only builds trust but also strengthens the foundation for sustainable, long-term value creation.



			North America						Asia Pacific
			Europe, Middle East, Africa						Latin America



Our innovation-driven growth model is delivering results.

We are introducing products with higher margins and upgrading product mix in existing and new markets.


Circular economy is a new vector of growth.

We can deliver attractive growth, address the plastic waste crisis, and reshore jobs to the U.S. through our advanced circular recycling technologies – carbon renewal and polyester renewal.


Strengthening execution to convert growth to value.

We are transforming our operations by modernizing and digitizing our capabilities to improve reliability and cost competitiveness.


Sustainability is integrated into our growth strategy.

We have solidified our position as a leader in mainstreaming circularity. We have committed to be carbon neutral by 2050 and our technology platforms and key product lines are linked to sustainable macro trends.


A strong balance sheet and cash flow are integral to our growth strategy.

By maintaining a strong balance sheet and generating consistent cash flow, we are able to continue investing in our strategic growth initiatives and return cash to stockholders.


Committees
A			Audit Committee
C			Compensation and Management Development Committee
E			Environmental, Safety and Sustainability Committee
F			Finance Committee
N			Nominating and Corporate Governance Committee
*			Chair



Age: 67 Director Since: January 2011 Committees: A* E F	Humberto P. Alfonso Retired Executive Vice President and Chief Financial Officer, Information Services Group Brings 30+ years of experience in auditing, financial management and planning, and international finance that was developed from his leadership roles at a number of well-respected international companies.


	Other Public Boards •The Kraft Heinz Company	Skills & Expertise INTL ACCT ERM LOGI M&A LEAD


Age: 64 Director Since: February 2011 Committees: C E F N	Brett D. Begemann Retired Chief Operating Officer of Crop Science Division of Bayer AG Brings global biotechnology and chemicals business operations insights, as well as extensive experience leading international and emerging markets growth and strategy.


	Other Public Boards •None	Skills & Expertise INTL ERM LOGI HCM M&A INDR MFG GOVT INNO LEAD


Key Qualifications
INTL			International / Emerging Markets
ACCT			Accounting / Financial Reporting
IT			Information Technology/Cybersecurity
ERM			Enterprise Risk Management
HCM			Human Capital / Talent Management
LOGI			Logistics / Global Supply Chain
INDR			Chemicals Industry
INNO			Research & Development / Innovation
MFG			Manufacturing / Operations Safety
GOVT			Government / Regulatory
M&A			Mergers & Acquisitions / Capital Markets
ENV			Sustainability / Environment
LEAD			Executive Leadership



Age: 64 Director Since: August 2022 Committees: A E F	Eric L. Butler Retired Executive Vice President and Chief Administrative Officer of Union Pacific Corporation Provides knowledge and leadership experience in the areas of strategic and financial planning, marketing, sales, commercial, and supply chain, procurement and purchasing.


	Other Public Boards •NiSource, Inc. •West Fraser Timber Co. Ltd	Skills & Expertise INTL ACCT ERM HCM LOGI MFG M&A ENV LEAD


Age: 59 Director Since: May 2013 Committees: None	Mark J. Costa Chief Executive Officer and Chair of the Board of Directors of Eastman Chemical Company Brings deep chemical industry, senior management, corporate transformation, portfolio management, and business and marketing capability experience as well as providing a valuable perspective as the CEO.


	Other Public Boards •International Flavors & Fragrances Inc.	Skills & Expertise INTL ERM HCM LOGI INDR INNO MFG GOVT M&A ENV LEAD


Age: 67 Director Since: February 2023 Committees: A E F	Linnie M. Haynesworth Retired Sector Vice President and General Manager of Northrup Grumman Corporation Provides expertise in technology integration, cybersecurity governance, enterprise strategy, risk management and large complex system development and disruptive technology integration.


	Other Public Boards •Automatic Data Processing, Inc. •Micron Technology, Inc. •Truist Financial Corporation	Skills & Expertise INTL IT ERM LOGI GOVT LEAD


Age: 72 Director Since: November 2011 Committees: C E F N*	Julie F. Holder Retired Senior Vice President of The Dow Chemical Company Provides valuable corporate management experience as well as expertise in human resources, international sales and marketing, and substantial chemical industry experience across a broad range of functional areas.


	Other Public Boards •None	Skills & Expertise INTL ERM HCM INDR GOVT ENV LEAD



Age: 72 Director Since: September 2003 Committees: C E F* N	Renée J. Hornbaker Retired Executive Vice President and Chief Financial Officer of Stream Energy Brings deep expertise in corporate governance, business development, strategy, mergers and acquisitions, risk management, and financial and accounting reporting acumen.


	Other Public Boards •Berry Corporation	Skills & Expertise INTL ACCT IT ERM MFG M&A LEAD


Age: 65 Director Since: July 2018 Committees: A E* F	Kim Ann Mink Retired President and Chief Executive Officer of Innophos Holdings, Inc. Provides significant chemical and advanced materials experience as a former executive in the specialty chemical industry and as a CEO overseeing business and developing growth initiatives.


	Other Public Boards •Avient Corporation •Air Liquide	Skills & Expertise INTL ACCT ERM INDR IT HCM LOGI INNO MFG GOVT M&A ENV LEAD


Age: 70 Director Since: February 2016 Committees: C* E F N	James J. O’Brien Retired Chairman of the Board and Chief Executive Officer of Ashland Inc. Brings significant management experience and knowledge of the chemical industry and in areas of finance, accounting, international business operations, risk oversight, and corporate governance.


	Other Public Boards •Albemarle Corporation	Skills & Expertise INTL ACCT ERM INDR MFG GOVT M&A HCM LEAD


Age: 63 Director Since: May 2024 Committees: A E F	Donald W. Slager Retired CEO of Republic Services, Inc. Provides general management experience and extensive experience in mergers and acquisitions, integration, and strategic development and analysis.


	Other Public Boards •Martin Marietta Materials Inc.	Skills & Expertise INTL ERM HCM LOGI MFG GOVT M&A ENV LEAD


Table of contents


			EBIT						Adjusted EBIT*



			90% Independent

			66.3 years Average Age

			9.5 years Average Tenure

			3 New Non-employee Directors Since 2020

			31 Board (6) and Committee (25) Meetings in 2024

			100% Director Nominees Average Attendance at Board and Committee Meetings in 2024


($ IN THOUSANDS)	For the Year Ended December 31, 2023	For the Year Ended December 31, 2024
Audit Fees and Expenses	5,599	6,347
Audit-Related Fees and Expenses	85	40
Tax Fees and Expenses	2,231	1,161
All Other Fees and Expenses	270	223
Total	8,185	7,771



ITEM 1 Election of Directors


Stockholders are being asked to vote on the election of ten directors to serve until the 2026 Annual Meeting of Stockholders and their successors are duly elected and qualified. The terms of office of all current directors will expire at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), and each of those directors, other than David W. Raisbeck who will serve through the Annual Meeting but is not standing for re-election, has been nominated for re-election for a one-year term. 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.”



Integrity, honesty, and demonstrated adherence to high ethical standards; Business acumen, experience with business administration processes and principles, and the ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company; Knowledge, experience, and skills in at least one specialty area, for example:		The ability to devote sufficient time to prepare for and attend Board meetings; Willingness and ability to work with other members of the Board in an open and constructive manner; The ability to express opinions, raise difficult questions, and make informed, independent judgments; and The ability to communicate clearly and persuasively.

•Accounting or finance; •Corporate management; •Marketing; •Manufacturing; •Chemical / materials industry; •Technology / cybersecurity;	•Risk management; •International business; •Sustainability / ESG; or •Legal, governmental, or environmental policies compliance expertise.


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 to supplement the existing Board skill-set, 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. Due diligence is performed, including background, conflict, and reference checks, and review of director commitment levels.

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.


Audit Committee

Members: Humberto P. Alfonso (Chair) Eric L. Butler Linnie M. Haynesworth Kim Ann Mink Donald W. Slager Meetings in 2024: 9						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 NYSE 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 2024: 6 *Retiring effective May 1, 2025						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 engagement 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 its independent compensation consultant and 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 NYSE listing standards. A copy of the charter is available on the “Investors — Governance” section of the Company’s website.


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 2024: 4 *Retiring effective May 1, 2025						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 NYSE 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 Linnie M. Haynesworth Julie F. Holder Renée J. Hornbaker James J. O’Brien David W. Raisbeck* Donald W. Slager Meetings in 2024: 2 *Retiring effective May 1, 2025						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 matters, security, and sustainability; •the Company’s sustainability strategy, including decarbonization, greenhouse gas 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 Linnie M. Haynesworth Julie F. Holder Kim Ann Mink James J. O’Brien David W. Raisbeck* Donald W. Slager Meetings in 2024: 4 *Retiring effective May 1, 2025						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 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.



Cybersecurity Risk Oversight The Board is also responsible for the oversight of cybersecurity risk, mitigation strategies and the overall resiliency of the Company’s technology infrastructure. As part of their risk oversight responsibilities, the Board and Audit Committee periodically review third-party assessments of information security standards, any incidents that could have a material impact on the Company’s network, and potential cybersecurity risk disclosures. The Board has broadened its director skill sets with the addition of a director who has extensive background and experience in cybersecurity governance. The Company has a dedicated Chief Information Officer (“CIO”) and an Information Security Director who are supported by a team of cybersecurity professionals that are responsible for leading the Company-wide cybersecurity program and risk mitigation efforts. The Company's internal audit team provides independent assurance on the overall operations of the Company's cybersecurity program. The Company also engages multiple external parties to conduct cybersecurity maturity and risk assessments. The Company ensures that all employees, including part-time and temporary employees, undergo cybersecurity training and compliance programs at least annually.


1						Evaluation Framework Planning

						The Lead Director and Chair of the NCG Committee establish the framework for the annual performance evaluation based on the needs of the Board and its Committees as well as changes in corporate governance best practices.

2						Identify Evaluation Discussion Topics

						The NCG Chair and Lead Director then identify relevant topics for discussion, which evolve from year to year. The topics typically include, among others, Board composition and structure, business strategy and operations oversight, risk management, Board and Committee meeting materials and conduct, and interactions with management.

3						Review of Director Performance Evaluations and Feedback

						The Lead Director and Chair of the NCG Committee then review the feedback provided by each of the directors on the discussion topics, which are designed to elicit candid feedback from the directors.

4						Findings Reviewed by Lead Director and Board Chair

						The NCG Chair compiles the feedback into a comprehensive written narrative report, which is shared with the Lead Director and Board Chair for additional feedback prior to discussion with the Committees and full Board.

5						Feedback Evaluated

						The Lead Director and NCG Chair then share the results with the full Board and facilitate an in-depth discussion of the performance evaluations, feedback, and recommended actions aligning on improvement opportunities and timing for implementation.

6						Action Items

						In response to the 2024 Board and Committee evaluations, the Board committed to: (i) allotting more time for directors to interact with employees and tour Company operating facilities; (ii) providing more opportunities for Committee rotation; and (iii) continuing its ongoing Board refreshment process with a focus on supplementing key skill-sets identified through the Board succession planning process.



Highlights of our Director Compensation Program

The Director compensation program emphasizes alignment between director and stockholder interests.
What We Do Directors are required to hold 5 x their annual retainer in Eastman shares. Allow directors to defer annual cash retainer into Eastman stock fund. Majority of director compensation paid in the form of equity or equity equivalents. One-third of equity compensation automatically deferred into the Eastman Stock Fund.			What We Don’t Do Pay fees for attending Board or Committee meetings. Allow hedging or pledging of Eastman securities. Target a specific percentile of competitive peer company pay to set director compensation. Grant performance units or stock options to directors.


Cash Retainer		Restricted Stock Awards
Cash fees for 2024 were as follows:

Non-Employee Director Annual Retainer	$125,000	Non-Employee Director Annual Award	$120,000
Lead Director Retainer	$45,000	Director (one-time award upon initial election to the Board)	$10,000
Chair Retainer — Audit Committee	$25,000
Chair Retainer — Compensation and Management Development Committee	$20,000
Chair Retainer — Nominating and Corporate Governance Committee	$15,000	Deferred Compensation
Chair Retainer — Finance Committee	$15,000	Automatic annual deferral into Eastman Stock Fund	$60,000
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 Audit Committee Chair	$153,000	$120,092	$60,000	$333,092


Brett D. Begemann Lead Independent Director	$170,000	$120,092	$60,000	$350,092


Eric L. Butler	$131,000	$120,092	$60,000	$311,092


Edward L. Doheny II	$62,500	0	$30,000	$92,500


Linnie M. Haynesworth	$125,000	$120,092	$60,000	$305,092


Julie F. Holder Nominating and Corporate Governance Committee Chair	$140,000	$120,092	$60,000	$320,092


Renée J. Hornbaker Finance Committee Chair	$155,000	$120,092	$60,000	$335,092


Kim A. Mink Environmental, Safety and Sustainability Committee Chair	$140,000	$120,092	$60,000	$320,092


James J. O’Brien Compensation and Management Development Committee Chair	$145,000	$120,092	$60,000	$325,092


David W. Raisbeck	$125,000	$120,092	$60,000	$305,092


Donald W. Slager	$74,519	$9,845	$35,769	$120,133


Charles K. Stevens III	$62,500	0	$30,000	$92,500



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, 2025. 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. Although PwC has served as the Company’s independent auditor since 1993, the Sarbanes-Oxley Act of 2002 requires the lead engagement partner on an audit of a public company to rotate off the engagement every five years. 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, 2025. 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, 2025.


Item 2 Ratification of appointment of independent registered public accounting firm



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 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. 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 —Stockholder Engagement.” 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 stockholders. 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 2024, 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.




Executive S ummary	49	"Our executive compensation philosophy is focused on linking compensation with Company and individual performance based on goals that drive results that are aligned with stockholder interests. The Company's compensation program is designed to reflect appropriate governance practices, align with the needs of our business, and maintain a strong link between executive compensation and successful execution of our strategy." - James J. O'Brien Compensation and Management Development Committee Chair
2024 Performance Highlights	49
St ock holder E ngagement	52
Compensation Best Practices	54
Eastman C ompensation O bjectives, P hilosophy and P rogram	54
Role of the Compensation Consultant	56
Compensation Peer Group	57
Elements of our Executive Compensation Program	58
2024 Compensation Overview	59
Base Salary	60
Annual Incentive Com pensation	60
Long-term Incentive Compensation	63
O ther Compe nsation and Benefits	65
Executive Termination and Change-in-Control Agreements	66
Analysis of Executive Compensation Risk	66
Compensation Recoupment “Clawback” Policies	66


Key Changes to the Company’s Compensation Program in 2024:

Annual Incentive Plan:						•Adjusted the weighting of the primary financial performance measures. •Included strategic and operational goals (20%) focused on improvements in safety, new business from innovation, and Company culture to provide better alignment with Company strategy.


Long-Term Incentive Plan:						•Introduced restricted stock units (20%), along with performance share awards (60%) and stock options (20%), to provide resilience across business cycles and varying market conditions. •Replaced the matrix multiplier table with separate formulas for relative total shareholder return and return on invested capital metrics to provide a simple and direct framework for measuring and communicating our performance award objectives. •Eliminated the payout modifier used in prior plans.


Peer Group:						•Realigned our compensation peer group to focus on specialty chemical and advanced materials companies driving innovation, sustainable solutions, and the circular economy. •We selected peers that have a high-level of market and geographic complexity similar to Eastman.


Clawback Policy:						•Adopted separate policy (beyond the Dodd Frank required policy) that provides for the clawback of incentive compensation for senior executives in the event of detrimental conduct.