Eastman Chemical Co DEF 14A, filed Mar 24, 2026

Eastman Chemical Co (EMN)

DEF 14A 2026-03-24 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Eastman Chemical Co filed this DEF 14A on March 24, 2026.

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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 Eastman						8

Eastman at a Glance						8
Eastman Growth Strategy						9
2025 Performance Highlights						10
Sustainability Highlights						10

Proxy Summary						12


ITEM 1

Election of Directors						17

The Board of Directors						18
Director N ominees						21
Corporate Governance						27
Board Leadership Structure						28

Director Compensation						39

Compensation Philosophy for Directors						39
2025 Director Compensation						40
Directors’ Deferred Compensation Plan						40
Director Compensation Table						41

ITEM 2

Ratification of Appointment of Independent Registered Public Accounting Firm						42

Independence of PricewaterhouseCoopers LLP						43
Regular Rotation of Primary Engagement Partner						43
Report of the Audit Committee						44


ITEM 3

Advisory Approval of Executive Compensation						46
Letter from the Compensation and Management Development Committee						47
Report of the Compensation and Management Development Committee						48
Executive Compensation						49

Compensation Discussion and Analysis						49
Compensation Tables						68
Pay Ratio						77
Pay Versus Performance						78

ITEM 4
Approval of the 2026 Omnibus Stock Compensation Plan						82

ITEM 5

Advisory Vote on Stockholder Proposal Regarding Lowering the Threshold for Calling Special Shareholder Meetings to 10%						90

Information About Stock Ownership						93

Stock Ownership of Directors and Executive Officers						93
Principal Stockholders						95

Additional Information About the Annual Meeting						96
Annex A						101
A nnex B						118

Reconciliation of Non-GAAP Financial Measures						118



Frequently Requested Information
About Eastman			8
2025 Performance Highlights			10
Director Nominees			21
Corporate Governance			27
Director Compensation			39
Executive Compensation			49
Information About Stock Ownership			93


1	Election of Directors. To elect eleven directors to serve until the 2027 Annual Meeting of Stockholders and their successors are duly elected and qualified.	The Board recommends a vote FOR each director nominee

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 the year ending December 31, 2026.	The Board recommends a vote FOR this proposal

3	Advisory approval of executive compensation. To approve, on an advisory basis, the compensation of certain of the Company’s executive officers.	The Board recommends a vote FOR this proposal

4	Approval of the 2026 Omnibus Stock Compensation Plan. To vote on a proposal to approve the 2026 Omnibus Stock Compensation Plan.	The Board recommends a vote FOR this proposal

5	Advisory vote on stockholder proposal. To vote on a proposal submitted by a stockholder, if properly presented at the meeting, regarding lowering the threshold for calling special shareholder meetings to 10%.	The Board recommends a vote AGAINST this proposal


“Despite the challenging environment in 2025, we not only endured but also laid the groundwork for stronger years ahead through disciplined execution, unwavering focus on cash generation, and a steadfast commitment to our innovation-led strategy."						March 24, 2026 Dear fellow Stockholders: On behalf of the Eastman Board of Directors, I invite you to attend the 2026 Annual Meeting of Stockholders. Our meeting will be held virtually on May 7, 2026, 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 2025 Annual Report to Stockholders is also included with these materials. 2025 in Review Despite the challenging environment in 2025, our resilience validated the core elements of our strategic focus: prioritizing cash, investing in sustainable growth platforms, maintaining strong commercial execution, and tightly managing costs. I am grateful for the perseverance, teamwork, and purposeful leadership that defined Eastman in 2025, and I am optimistic about what we will achieve together in 2026. In 2025, we generated operating cash flow approaching $1 billion, a clear validation of our disciplined approach to cost and working capital management. Our commercial teams were able to defend the value of our products, and we accelerated our structural cost reductions throughout the year to protect margins and preserve competitiveness. We continued to prioritize stockholder returns and raised the dividend for the 16th consecutive year. In total, we returned approximately $500 million through dividends and share repurchases. We also advanced our strategic growth initiatives, including achieving our Kingsport methanolysis operational goals, as we produced greater than 2.5 times the recycled content versus 2024 and delivered approximately $60 million of incremental earnings. Continued Safety Improvement Management continues to drive workplace safety improvements by focusing on leadership's commitment to personal safety, process safety, and asset integrity. Building on the significant progress we made on our safety performance in 2024, we set ambitious continuous improvement targets for 2025, and achieved our best-ever results across critical safety metrics, including serious injury and fatality rates, days away from work, and OSHA recordable injuries.



			•Generated operating cash flow approaching $1 billion. •Exceeded cost reduction goals, with aggressive actions that achieved approximately $100 million in savings versus our target of greater than $75 million. •Achieved Kingsport methanolysis facility operational goals, producing greater than 2.5 times production quantities and delivered approximately $60 million of incremental earnings in 2025 versus 2024. •Raised dividend for the 16th consecutive year and returned approximately $500 million to stockholders in 2025 through dividends and share repurchases.


			"As we look ahead, we remain steadfast in our dedication to creating sustainable value for our stockholders. We are excited about the future and confident that our solid foundation and innovation-driven growth model positions us well for future growth and long-term value creation."						March 24, 2026 Dear Stockholders: On behalf of the entire Board, I want to thank you for your continued support and investment in Eastman. I am honored that my fellow directors have entrusted me as Lead Independent Director to help guide the Board in its oversight of the Company over the past three years. In this role, I serve with a dedicated group of directors who work closely with senior management to execute our strategic priorities to grow the Company and advance the interest of stockholders. As we approach our 2026 Annual Meeting, I would like to take the opportunity to provide an overview of the Board’s efforts to effectively administer its oversight responsibilities and drive accountability. In 2025, the Company made solid progress advancing its strategic initiatives as it emphasized cash generation, continued to drive innovation, enhanced operational efficiencies, and delivered record safety results. The Company’s strong balance sheet also enabled us to increase the annual dividend for the 16th consecutive year and return approximately $500 million to stockholders through dividends and share repurchases. Board Oversight of Strategy and Risk. The Board continues to prioritize critical oversight responsibilities including those related to strategy, risk, and leadership accountability. Key to these responsibilities is ensuring the Board is actively assessing and overseeing both current and emerging risks. The Board remains focused on management’s execution of, and accountability for: (i) the Company’s innovation-driven business model, and (ii) operational efficiencies essential to creation of long-term sustainable value for stockholders. Stockholder Engagement. Stockholder engagement remains an important input in the Board’s decision-making processes. In 2025, I had the privilege of participating in the Company’s fall engagement program. During these meetings, I had the opportunity to share the Board’s perspectives while gaining a better understanding of stockholder priorities. Topics discussed include, among others, corporate strategy, capital allocation, executive compensation, succession planning, risk oversight, board composition, and sustainability. The feedback from stockholders helps inform our decisions on Company’s policies, practices, and disclosures described throughout these proxy materials.



			Advanced Materials						Chemical Intermediates
			Additives & Functional Products						Fibers



			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.



•Humberto P. Alfonso	•Mark J. Costa	•Kim Ann Mink
•Damon J. Audia	•Linnie M. Haynesworth	•James J. O'Brien
•Brett D. Begemann	•Julie F. Holder	•Donald W. Slager
•Eric L. Butler	•Renée J. Hornbaker


($ IN THOUSANDS)	For the Year Ended December 31, 2024	For the Year Ended December 31, 2025
Audit Fees and Expenses	$6,347	$5,956
Audit-Related Fees and Expenses	40	125
Tax Fees and Expenses	1,161	929
All Other Fees and Expenses	223	298
Total	$7,771	$7,308



ITEM 1 Election of Directors


Stockholders are being asked to vote on the election of eleven directors to serve until the 2027 Annual Meeting of Stockholders and their successors are duly elected and qualified. The terms of office of all current directors will expire at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and each of those directors 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 eleven 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; •Global operational leadership; •Digital transformation; •Chemical / materials industry; •Product innovation;	•Risk management; •Technology / cybersecurity; •Sustainability; •Supply chain logistics; or •Regulatory compliance expertise.


Table of contents


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 based on Company strategy or evolving Board and Committee responsibilities, 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) Damon J. Audia Eric L. Butler Linnie M. Haynesworth Donald W. Slager Meetings in 2025: 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 Company’s internal audit function's performance in conformity with its charter; •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 and artificial intelligence risks. The Board has determined that each member of the Audit Committee is “independent” and “financially literate,” and that Messrs. Alfonso and Audia are “audit committee financial experts” 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 Kim Ann Mink Meetings in 2025: 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 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 Kim Ann Mink James J. O’Brien Meetings in 2025: 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; •monitor applicable federal, state, and international legislative and regulatory initiatives, lobbying and other political activities, significant matters of public policy, and philanthropic spending; •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 Damon J. Audia Brett D. Begemann Eric L. Butler Linnie M. Haynesworth Julie F. Holder Renée J. Hornbaker James J. O’Brien Donald W. Slager Meetings in 2025: 2						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 Damon J. Audia Brett D. Begemann Eric L. Butler Linnie M. Haynesworth Julie F. Holder Kim Ann Mink James J. O’Brien Donald W. Slager Meetings in 2025: 5						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.



Oversight of Cybersecurity and Artificial Intelligence Risks The Audit Committee, is also responsible for the oversight of cybersecurity risk, use and risks related to artificial intelligence ("AI"), risk mitigation strategies and the overall resiliency of the Company’s technology infrastructure. As part of their overall 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. With respect to AI, the Audit Committee also has oversight responsibilities with respect to the Companies policies and procedures for AI usage and 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. Eastman's information security standards and procedures are externally audited as part of the Company's ISO 27001:2022 certification process, which is a formal process to implement and document an information security management system, have it independently audited to confirm it meets the standard, and receive certification if the audit shows the controls and procedures effectively manage information security risks. The Company's internal audit team provides independent assurance on the overall operations of the Company's cybersecurity program. Eastman also engages multiple external parties to conduct cybersecurity maturity and risk assessments. In addition, the Company has a third-party information security risk management program to regularly assess business relationships involving information security assets. 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 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. In years where a third-party facilitator is utilized, each director receives direct feedback from the facilitator.

6						Action Items

						In response to the 2025 Board and Committee evaluations, the Board committed to: (i) facilitating additional opportunities for Committee rotation; (ii) continuing its ongoing Board refreshment process with a focus on supplementing key skill-sets identified through the Board succession planning process; and (iii) continued evolution of the onboarding and orientation process for new directors.



Highlights of our Director Compensation Program

The Director compensation program emphasizes alignment between director and stockholder interests.
What We Do Require directors to hold 5 x their annual retainer in Eastman shares. Allow directors to defer annual cash retainer into Eastman stock fund. Pay a majority of director compensation in the form of equity or equity equivalents. Automatically defer one-third of equity compensation 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 2025 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	$154,500	$120,047	$60,000	$334,547


Damon J. Audia	$62,500	$10,060	$30,000	$102,560


Brett D. Begemann Lead Independent Director	$170,000	$120,047	$60,000	$350,047


Eric L. Butler	$131,000	$120,047	$60,000	$311,047


Linnie M. Haynesworth	$126,500	$120,047	$60,000	$306,547


Julie F. Holder Nominating and Corporate Governance Committee Chair	$146,000	$120,047	$60,000	$326,047


Renée J. Hornbaker Finance Committee Chair	$149,000	$120,047	$60,000	$329,047


Kim Ann Mink Environmental, Safety and Sustainability Committee Chair	$144,500	$120,047	$60,000	$324,547


James J. O’Brien Compensation and Management Development Committee Chair	$145,000	$120,047	$60,000	$325,047


David W. Raisbeck4	$62,500	0	$30,000	$92,500


Donald W. Slager	$128,000	$120,047	$60,000	$308,047



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, 2026. 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, 2026. 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, 2026.


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 2025, 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 Summary	50	"The Compensation Committee recognizes that high-performing talent and leadership are primary drivers of long-term value creation. As such, we have designed our executive compensation program to enable the Company to attract, retain and motivate high-performing executives for the purpose of developing and executing upon a growth strategy that delivers sustainable, long-term value for stockholders." - James J. O'Brien Compensation and Management Development Committee Chair
2025 Performance Highlights	50
Stockholder Engagement	53
Compensation Best Practices	55
Eastman Compensation Objectives, Philosophy and Program	55
Role of the Compensation Consultant	57
Compensation Peer Group	58
Elements of our Executive Compensation Program	59
2025 Compensation Overview	60
Base Salary	61
Annual Incentive Compensation	61
Long-term Incentive Compensation	64
Other Compensation and Benefits	66
Executive Termination and Change-in-Control Agreements	67
Analysis of Executive Compensation Risk	67
Compensation Recoupment “Clawback” Policies	67



WHAT WE HEARD	HOW WE RESPONDED	HOW WE RESPONDED


Incentive Compensation Plan Design We received requests for additional insight into the Committee's process for structuring the short- and long-term incentive compensation programs to ensure alignment with the Company's strategy when considering industry volatility and cyclicality.	•We have included additional disclosures in this CD&A that describe the Committee's deliberations regarding the design of incentive compensation programs that align with both the Company's short- and long-term strategic business plans and incent behaviors that not only drive performance necessary to deliver on strategic goals, but also create stockholder value.


Perquisites and Executive Security We received requests for information regarding the Company's perquisite program and how the Company thinks about executive security in the current environment.	•We have provided additional disclosures regarding the Board's process for assessing and determining appropriate executive security protocols based on the results of an independent third-party assessment of risk. See "Perquisites" disclosure.


Recent Changes to Compensation Programs Investors expressed support for recent changes to the Company's executive compensation program and appreciation for the Company's responsiveness to stockholder feedback.	•The Company is committed to on-going stockholder engagement and dialogue, which provides valuable feedback on executive compensation, corporate governance, sustainability and other topics that help inform our decision-making processes.


Board Tenure and Composition Investors requested additional insight into how the Board evaluates the alignment of director skills and experience with current strategic priorities. Investors were appreciative of the Board refresh process and balance of Board tenure given industry cycle and investment horizons.	•We have provided additional disclosures regarding the Board's approach to director succession planning, which includes a focus on strategy, evolving business needs, and overall tenure. See the “Key Areas of Board Oversight" section of this proxy statement.


Board Oversight of Strategy and Risk Investors requested more information about how the Board tracks and oversees topics such as geo-politics, supply chain resilience, strategy execution and climate matters.	•We have provided additional disclosures regarding the Board risk oversight responsibilities in the "Key Areas of Board Oversight" section of this proxy statement.



			Alignment of Executive Compensation with Performance The Compensation Committee believes that a significant portion of our executive's total compensation should be performance-based with measurable goals that drive sustained value creation for the Company and its stockholders. Accordingly, the Compensation Committee designs total compensation so that a meaningful portion is at risk and earned only when pre‑defined business and individual performance thresholds are met. Pay decisions reward demonstrated, measurable contributions to strategic priorities, long‑term enterprise value, and prudent risk management. This philosophy ensures that higher performance leads to higher realized pay, reinforcing accountability, long‑term focus, and alignment between executive actions and stockholder outcomes. Key principles •Performance‑based: Incentives (short‑ and long‑term) are tied to clear, quantifiable metrics—financial (e.g., revenue, profit, ROIC), strategic (e.g., market share, product milestones), and individual objectives—set and calibrated to reflect expected contribution and stretch performance. •Balanced time horizon: The program blends short‑term incentives to drive near‑term results with long‑term, equity‑based awards that vest on multi‑year performance and/or service conditions to encourage sustainable decision‑making. •Stockholder alignment: A significant portion of executive pay is equity‑based so realized compensation reflects realized stockholder value over time. •Risk‑aware design: Metrics, weightings, and governance are chosen to encourage appropriate risk‑taking and avoid incentives for excessive or short‑term risk. •Transparent governance: The Compensation Committee sets targets, reviews outcomes, and applies consistent calibration, and clawback policies if appropriate to preserve fairness and integrity.



			Role of the Compensation Committee


			The Compensation Committee reviews the overall compensation of the CEO and the other NEOs and determines each component of NEO compensation. For 2025, the Compensation Committee: •Reviewed the design, terms, and value of each type of compensation and benefit for each NEO, including salary, annual incentive pay opportunities, and long-term stock-based compensation awards, perquisites and personal benefits, deferred accounts, and retirement plans; •Considered the estimated value of outstanding unvested, unexercised, and unrealized stock-based awards in its review of the types and values of each NEO's compensation; and •Determined the design, terms, amount, and forms of compensation considering: •Company and individual performance; •compensation relative to that for similar positions in other peer companies; •the mix of short- and long-term compensation, and total compensation, relative to other Eastman executive officers; •the types of corporate performance being incented, the levels and types of risk they encourage, and whether the compensation encourages managers to take unnecessary risks; •recommendations from the independent compensation consultant engaged by the Compensation Committee; and •the recommendations of the CEO regarding pay for the other executive officers (the CEO does not participate in discussions or decisions regarding his compensation).



			Role of the Compensation Consultant


			The Compensation Committee has directly engaged Aon plc ("Aon") as its independent compensation consultant. Aon reports to, and receives its direction from, the Compensation Committee. Aon provides the Compensation Committee with: •proprietary peer group and competitive market information, and third-party survey information used in setting short- and long-term compensation levels; •perspective on emerging compensation issues and trends; and •expertise in incentive compensation structure, terms, and design. Aon also provides such services to the NCG Committee for its recommendations to the Board regarding non-employee director compensation. Any other services provided by Aon and its affiliates to Eastman are approved by the Compensation Committee. Consistent with SEC requirements, the Compensation Committee evaluated Aon's independence and concluded that Aon is independent of the Compensation Committee and of Company management, and has no conflicts of interest in its performance of services to the Compensation Committee.



			Compensation Peer Group Selection Methodology: Eastman is a complex chemical and specialty materials manufacturer with global operations focusing on innovations, sustainability, and circularity. In 2025, the Company generated approximately 56% of its revenue from outside North America and served customers in more than 100 countries. We compete for talent with companies of similar complexity and strategic focus. Considering these factors, the Compensation Committee used the following criteria to determine the compensation Peer Group for 2025: •Industry. Starting with chemical companies, the Compensation Committee focused on a broad range of specialty chemical and advanced materials companies with operations supporting the circular economy and other industrial companies with which we compete for executive talent. •Strategy. The Compensation Committee seeks to use companies with similar innovation-driven strategies, which results in the selection of companies in specialty chemical and circular economy businesses. •Company Complexity. This includes three criteria: •Size. The Compensation Committee uses revenues as the primary size criteria to select the compensation peer group companies. The purpose is to reflect the correlation of revenues to target compensation levels. Market capitalization, operating income, total assets and enterprise value are used as additional size criteria. •Degree of Globalization. This is measured through percent of revenue outside the US, whether the company manufactures outside the US and whether it has a global workforce. •Degree of End Market Complexity. The Committee considers the wide variety of products and diverse nature of industries and applications in which a company’s products are used.