Huntsman CORP DEF 14A, filed Mar 21, 2023

About this DEF 14A

Huntsman CORP (HUN)

DEF 14A 2023-03-21

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Added on June 12, 2026

Description and Purpose of the Element

Health and Welfare Benefits

We provide our NEOs with health and welfare benefits on the same basis as all employees. These benefits are comparable to those provided to employees and executives at other companies in the chemical industry and the general market.

Retirement and Savings Plans

We provide our NEOs with retirement and savings plan benefits that are comparable to those provided to employees and executives at other companies in the chemical industry and the general market.

For an explanation of the major features of our retirement and savings plans, see “Executive Compensation—Pension Benefits in 2022” and “—Nonqualified Deferred Compensation in 2022.”

Perquisites

We provide our NEOs with limited perquisites that help enable the execution of their duties and are comparable to those provided at other companies in the chemical industry and the general market.

For a description of these perquisites and the amounts paid to our NEOs in 2022, see “Executive Compensation—2022 Summary Compensation Table” and “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”

Severance Arrangements/Change in Control Benefits

Our NEOs other than Mr. Huntsman are entitled to payments and benefits upon certain severance events through the Huntsman Executive Severance Plan (the “Executive Severance Plan”).(1) Mr. Huntsman has a separate severance arrangement.

These arrangements are designed to provide protection to our executive officers who are primarily tasked with the management of our overall operations and business strategy and are necessary to attract and retain executive talent for our business. We believe these arrangements are consistent with competitive market practices.

For a description of these arrangements, see “Executive Compensation—Potential Payments upon Termination or Change-in-Control.”

Huntsman CORP filed this DEF 14A on March 21, 2023.

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	Page
HUNTSMAN PROXY STATEMENT SUMMARY		1
PART 1—INFORMATION ABOUT THE MEETING		7
General		7
Questions and Answers About the Annual Meeting and Voting		8
PART 2—BOARD OF DIRECTORS		13
Director Nominees		13
Director Compensation		23
PART 3—CORPORATE GOVERNANCE		25
Corporate Governance Highlights		25
Board Governance		26
Board Leadership Structure and Executive Sessions of the Board		26
Board Independence		27
Committees of the Board		29
Board’s Role in Risk Oversight		32
Corporate Responsibility		32
Director Attendance at the Annual Meeting of Stockholders		34
Director Qualification Standards and Diversity		34
Director Nomination Process		34
Stockholder Communications Policy		35
Corporate Governance Guidelines		35
Financial Code of Ethics and Business Conduct Guidelines		35
PART 4—COMPENSATION DISCUSSION AND ANALYSIS		37
Executive Summary		38
Compensation Program Highlights		38
Objectives of Huntsman’s Executive Compensation Program		41
Elements of Huntsman’s Executive Compensation Program		42
2022 Executive Compensation Decisions		44
How We Determine Executive Compensation		49
Compensation Policies and Practices		52
Accounting and Tax Treatment of the Elements of Compensation		53
Compensation Committee Report		53
PART 5—EXECUTIVE COMPENSATION		54
2022 Summary Compensation Table		54
Grants of Plan-Based Awards in 2022		56
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		58
Outstanding Equity Awards at 2022 Fiscal Year-End		59
Option Exercises and Stock Vested During 2022		60
Pension Benefits in 2022		62
Nonqualified Deferred Compensation in 2022		64
Potential Payments upon Termination or Change of Control		66
Equity Compensation Plan Information		69
Compensation Committee Interlocks and Insider Participation		70
CEO Pay Ratio		70
Pay versus Performance		72
PART 6—AUDIT COMMITTEE MATTERS		76
Fees Billed by Deloitte & Touche LLP and Affiliates		76
Audit Committee Pre-Approval Policies and Procedures		76
Audit Committee Report		77
PART 7—PROPOSALS TO BE VOTED ON AT THE MEETING		78
Proposal 1—Election of Directors		78
Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers		79
Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm		80
Proposal 4—Ratification of the Appointment of Our Independent Registered Public Accounting Firm		81
Proposal 5—Approve the Second Amended and Restated Certificate of Incorporation		82
Proposal 6—Stockholder Proposal Regarding Shareholder Ratification of Excessive Termination Pay		83
Stockholder Proposals and Director Nominations for the 2024 Annual Meeting		87
PART 8—ADDITIONAL INFORMATION		88
Security Ownership of Certain Beneficial Owners and Management		88
Certain Relationships and Related Transactions		90
Delinquent Section 16(a) Reports		90
Other Information		91
APPENDIX A—SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		A-1
APPENDIX B—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		B-1

	Date and Time				Virtual Meeting Site
	9:00 a.m. Central Time, on April 21, 2023				www.virtualshareholdermeeting.com/HUN2023

	Record Date				Common Stock Outstanding as of the Record Date
	February 27, 2023				183,673,139

	Proposal				Board Recommendation
	1. Election of 10 nominees to serve as directors until the 2024 Annual Meeting of Stockholders or her/his earlier resignation, removal or death				FOR ALL nominees
	2. Advisory vote to approve named executive officer compensation				FOR
	3. Advisory vote to approve the preferred frequency of future advisory votes on executive officer compensation				1 YEAR
	4. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023				FOR
	5. Approve the Second Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation				FOR
	6. If properly presented at the Annual Meeting, a stockholder proposal regarding shareholder ratification of excessive termination pay				AGAINST

	AN INDEPENDENT AND BROADLY-DIVERSE BOARD OF DIRECTORS
	All members of our Board are independent except our CEO
	Five of our 10 director nominees are women (50% gender diversity), two add ethnic diversity, and one, as a retired Vice Admiral of the U.S. Navy, adds diversity as a veteran
	Eight new independent directors (including four women) added to the Board since 2018
	All Board committees are chaired by women and the Board’s Lead Independent Director and Non-Executive Vice Chair is female
	ACCOUNTABILITY TO STOCKHOLDERS
	Majority voting for director nominees in all uncontested elections
	Simple majority stockholder voting requirements
	Stockholders may request special meetings of stockholders at the ownership threshold of 15% (reduced from 25% in 2020)
	Eligible stockholders may nominate director nominees through our proxy materials (proxy access)
	Robust stock ownership guidelines for directors and executive officers
	Policy prohibiting short sales by directors and executive officers
	PRUDENT AND PROGRESSIVE RISK OVERSIGHT
	Dedicated and 100% independent Sustainability Committee provides Board-level focus and regular and systematic oversight of key ESG-related matters, including sustainability and other corporate social responsibility and governance matters
	Board and committee-focused oversight of operational, environmental, health and safety, financial, strategic, competitive, reputational, cybersecurity, legal and regulatory risks

				Sincerely,

				PETER R. HUNTSMAN Chairman of the Board, President and Chief Executive Officer

	HUNTSMAN CORPORATION NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
	Friday, April 21, 2023, 9:00 a.m. (Central Time) Virtual Meeting Site: www.virtualshareholdermeeting.com/HUN2023

	WE ASK THAT YOU VOTE “FOR ALL” OF OUR DIRECTOR NOMINEES
	The following table provides summary information about each of the Board’s director nominees. Please see “Proposal 1—Director Nominees.” Please also read our “Part 2—Board of Directors” section beginning on page 13 for more information regarding our director nominees. We ask you to vote “FOR ALL” of our director nominees using the enclosed proxy card.”

	WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
	At the Annual Meeting, our stockholders will again have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our named executive officers (“NEOs”). We ask you to vote “FOR” to approve our NEO compensation using the enclosed proxy card. Please see “Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation.” Please also read our “Compensation Discussion and Analysis” beginning on page 37 for more information regarding our executive compensation program in 2022.

	COMPANY PERFORMANCE HIGHLIGHTS				COMPENSATION STRUCTURE AND OUTCOMES
	2022 was a notable year for our Company marked with significant milestones and strong performance on key financial, strategic, and ESG initiatives, including: • Financial: Delivered $1.15 billion of adjusted EBITDA(1); exceeded goal for free cash flow(2); realized significant cost savings through our Optimization Program; and returned approximately $1.2 billion to stockholders through dividends and share repurchases • Total Shareholder Return: Achieved a cumulative TSR of 25.8% for the three-year period ended December 31, 2022, which ranked fourth (in the 66.7th percentile) among our 2020 Performance Peers(3) • Strategic: Announced and closed on the sale of our Textile Effects Division to advance our focus on portfolio enhancement; completed $1 billion in share repurchases, building on the $682 million of share repurchases we completed between 2018 and November 2021; increased the dividend by 13% • ESG: Published our 11th annual sustainability report showcasing disclosures in line with TCFD, SASB and GRI reporting standards and validated by a third party-Limited Assurance; outperformed our process safety goals				The primary objective of our executive compensation program is to align the financial interests of our NEOs with the creation of long-term stockholder value. Key features of the program include: • Annual and long-term incentive plans designed to align executives’ pay with Company performance • Robust compensation benchmarking against a peer group • Comprehensive policies and practices intended to create a sound compensation governance process and support well-informed decision-making During 2022, the Compensation Committee focused on responding appropriately to the continued business impacts of the pandemic while maintaining our pay-for-performance philosophy. Key decisions included: • Approved 2022 annual cash performance award to our NEOs at 120.65% of target incentive based on Company’s performance against preset goals • Approved the payout of performance share units awarded in 2020 at 150% of target, reflecting our TSR performance relative to peers over the 2020-2022 period

Proposal	Vote Required	Broker Discretionary Vote Allowed
(1) Election of 10 director nominees	Majority of votes cast	No
(2) A non-binding advisory vote to approve the compensation of our NEOs	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	No
(3) A non-binding advisory vote to approve the preferred frequency of votes on the compensation of our NEOs	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter(1)	No
(4) Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	Yes
(5) Approval of the Second Amended and Restated Certificate of Incorporation	Majority of shares issued and outstanding	No
(6) If properly presented at the meeting, a stockholder proposal regarding shareholder ratification of excessive termination pay	Majority of shares present (in person or represented by proxy) and entitled to vote on the matter	No

Name(1)	Fees Earned or Paid in Cash ($)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
Nolan D. Archibald(4)		$	56,250		$	145,000		$	10,000		$	211,250

Mary C. Beckerle		$	168,333		$	145,000		$	10,000		$	323,333

M. Anthony Burns(5)		$	43,750		$	145,000		$	10,000		$	198,750

Sonia Dulá(3)		$	201,667		$	145,000		$	10,000		$	356,667

Cynthia L. Egan(6)		$	238,333		$	145,000		$	10,000		$	393,333

Curtis Espeland(7)		$	165,000		$	145,000			—		$	310,000

Daniele Ferrari(8)		$	165,000		$	145,000			—		$	310,000

Sir Robert J. Margetts(4)		$	43,750		$	145,000			—		$	188,750

Jeanne McGovern(9)		$	211,667		$	145,000			—		$	356,667

José Muñoz(10)		$	158,333		$	145,000			—		$	303,333

Wayne A. Reaud(4)		$	56,250		$	145,000			—		$	201,250

David Sewell(11)		$	165,000		$	145,000			—		$	310,000

Jan E. Tighe		$	195,000		$	145,000			—		$	340,000

Director	Annual Retainer			Audit Committee(a)			Compensation Committee(a)			Nominating & Corporate Governance Committee(a)			Litigation Committee(a)			Sustainability Committee(a)			Lead Independent Director
Nolan D. Archibald(b)		$	36,250			—		$	2,500		$	2,500			—			—		$	15,000

Mary C. Beckerle		$	145,000		$	6,667			—		$	10,000			—		$	6,667			—

M. Anthony Burns(b)		$	36,250		$	5,000			—		$	2,500			—			—			—

Sonia Dulá		$	145,000		$	15,000		$	38,333			—			—		$	3,333			—

Cynthia L. Egan		$	145,000			—			—		$	30,000			—		$	3,333		$	60,000

Curtis Espeland		$	145,000		$	13,333		$	6,667			—			—			—			—

Daniele Ferrari		$	145,000			—		$	3,333		$	6,667			—		$	10,000			—

Sir Robert J. Margetts(b)		$	36,250		$	5,000			—		$	2,500			—			—			—

Jeanne McGovern		$	145,000		$	60,000			—		$	6,667			—			—			—

José Muñoz		$	145,000			—		$	6,667			—			—		$	6,667			—

Wayne A. Reaud(b)		$	36,250			—		$	12,500			—		$	7,500			—			—

David Sewell		$	145,000		$	13,333			—			—			—		$	6,667			—

Jan E. Tighe		$	145,000		$	20,000			—			—			—		$	30,000			—

	• Sole responsibility for the appointment, retention and termination of our independent registered public accounting firm
	• Oversees the work of our independent registered public accounting firm including their compensation
	• Monitors our independent registered public accounting firm’s qualifications and independence
	• Monitors the integrity of our financial statements
	• Monitors the performance of our internal audit function and independent registered public accounting firm
	• Monitors our corporate compliance program (other than environmental, health and safety compliance)
	• Monitors our compliance with legal and regulatory requirements applicable to financial and disclosure matters
	• Monitors our enterprise-wide and financial risk exposures
	• Oversees management of risks arising from our business and operational technology, digital and data strategies, technology-related business continuity and disaster recovery programs, and cybersecurity program

	• Supports the Board in fulfilling its oversight responsibilities relating to senior management and director compensation
	• Reviews, evaluates and approves our compensation programs for our senior management and directors, policies and plans including annual cash performance awards, equity-based compensation and compensation agreements*
	• Reviews and approves compensation for our corporate and executive officers, and reviews and recommends compensation for our directors*
	• Executes responsibilities under applicable securities laws and regulations relating to our proxy statement for the annual meeting of stockholders or other applicable report or filing
	• Reviews the succession and development planning process for corporate officers
	• Performs such other functions as the Board may assign from time to time

	• Ensures that our corporate governance system enables appropriate oversight mechanism
	• Reviews and assesses the adequacy of our Corporate Governance Guidelines annually
	• Monitors director independence
	• Manages the Board’s annual director evaluation process
	• Assesses the appropriate balance of skills, characteristics and perspectives required for an effective Board
	• Identifies, screens and recommends qualified director candidates
	• Regularly reassesses the adequacy of the Board’s size
	• Oversees succession planning for our CEO
	• Oversees our regulatory and environmental, health and safety related compliance matters and product stewardship programs

	• Oversees the development of key sustainability policies and metrics, and the implementation of sustainability initiatives
	• Monitors the impact of our business operations with respect to matters related to sustainability
	• Reviews, advises and, where appropriate, makes recommendations regarding investor initiatives pertaining to sustainability and other related matters
	• Identifies, evaluates and monitors the sustainability trends, issues and associated risks
	• Reviews and reports to the Board regarding our reports on sustainability
	• Reviews the status of our environmental health and safety performance and systems
	• Reviews current and emerging environmental, health and safety related trends
	• Reviews and monitors key public policy trends, issues, and regulatory matters that may affect our business, strategies, and operations.

	WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL
	At our 2023 Annual Meeting, our stockholders will again have the opportunity to cast an advisory say-on-pay vote on the compensation paid to our NEOs. We ask that you vote to approve executive officer compensation. Please see “Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation.” In accordance with the preference expressed by our stockholders at the 2017 annual meeting, we have continued to hold these advisory votes on executive compensation annually. At our 2023 Annual Meeting, our stockholders will once again have the opportunity to cast an advisory vote on the frequency of future say-on-pay votes, which is required to be given once every six years. Please see “Proposal 3—Advisory Vote to Approve Frequency of Advisory Votes on Named Executive Officer Compensation.”

	Name			Title
	Peter R. Huntsman			Chairman of the Board, President and Chief Executive Officer, also referred to as our “CEO”

	Philip M. Lister			Executive Vice President and Chief Financial Officer

	Anthony P. Hankins			Division President, Polyurethanes and CEO—Asia Pacific

	David M. Stryker			Executive Vice President, General Counsel and Secretary

	R. Wade Rogers			Senior Vice President, Global Human Resources and Chief Compliance Officer

Compensation Element		Description and Purpose of the Element
Annual Cash Compensation	Base Salary	Reflective of the NEO’s responsibilities, tenure, job performance, special circumstances (such as overseas assignments) and the market for the NEO’s services.
Annual Cash Compensation	Annual Cash Performance Award	Cash performance awards are based on performance measured against preset goals and strategic initiatives. For 2022, 100% of our annual cash performance awards were linked to the achievement of the adjusted EBITDA margin, Optimization Program and Free Cash Flow targets set out at the 2021 Investor Day.
Long-Term Equity-Based Compensation	Performance Share Units	Performance-based equity, the vesting of which is contingent on long-term performance against preset goals. For 2022, performance share units represented 70% of equity-based compensation for each of our NEOs, with equal weighting on three-year relative TSR and two-year free cash flow.
Long-Term Equity-Based Compensation	Restricted Stock	Time-based equity with the realizable value of grants tied to the value of our common stock over the long term. Three-year ratable vesting provides both retentive value as well as a long-term focus. For 2022, restricted stock represented just 30% of equity-based compensation for each of our NEOs.

Executive Officer	2021(1)			2022(1)			% Increase
Peter R. Huntsman		$	1,700,000		$	1,700,000		N/A

Philip M. Lister		$	500,000		$	600,000		20.0%

Anthony P. Hankins		$	1,005,402		$	1,035,564		3.0%

David M. Stryker		$	593,109		$	610,902		3.0%

R. Wade Rogers		$	502,701		$	517,782		3.0%

Performance Measure	What It Is	Why We Believe It Is Important
Adjusted EBITDA margin	The quality of our adjusted EBITDA, which is an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates, or levels of depreciation and amortization	Focuses our Company and its management on expanding our earnings multiple and a metric by which our stockholders measure our financial performance, thus aligning the interests of management with those of our long-term stockholders
Free cash flow	Operating cash from continuing operations less capital expenditures from continuing operations less net cash proceeds from the Albemarle settlement.	Important measure of the financial performance of our Company with a significant impact on our strategic planning, liquidity and the ability to reduce our leverage through cash repayments on outstanding debt
Optimization Program	A metric aimed at increasing operational efficiency across the enterprise and reducing annual run rates for divisional and functional operating costs	Focuses our Company and its management on specific value creation initiatives such as M&A, site consolidation and/or closures, divisional rightsizing, implementing regional GBS centers, strategic vendor management, commercial excellence programs and supply chain optimization
EH&S performance	Measures achievement of environmental performance and injury reduction objectives	Discourages risk-taking for short-term profits to the detriment of the long-term health of our Company

Performance Measure	Threshold			Target			Maximum
Adjusted EBITDA margin	16.0%			16.5%			17.0%

Free cash flow		$	439.7		$	513.0		$	549.6

Optimization Program		$	120.0		$	160.0		$	180.0

Executive Officer	Target % of Base Salary		Maximum % of Base Salary		Performance Measures	Weightings
Peter R. Huntsman		140%		280%	Adjusted EBITDA margin		33.3%
					Free cash flow		33.3%
					Optimization Program		33.3%

Philip M. Lister		80%		160%	Adjusted EBITDA margin		33.3%
					Free cash flow		33.3%
					Optimization Program		33.3%

Anthony P. Hankins		80%		160%	Adjusted EBITDA margin		33.3%
					Free cash flow		33.3%
					Optimization Program		33.3%

David M. Stryker		80%		160%	Adjusted EBITDA margin		33.3%
					Free cash flow		33.3%
					Optimization Program		33.3%

R. Wade Rogers		70%		140%	Adjusted EBITDA margin		33.3%
					Free cash flow		33.3%
					Optimization Program		33.3%

Performance Criteria	2022 Target Performance			2022 Actual Performance			% of Target
Adjusted EBITDA margin	16.5%			14.4%				87.3%

Free cash flow		$	513.0		$	542.7		105.8%

Optimization Program		$	160.0		$	195.9		122.4%

Performance Criteria	2022 Performance Target		2022 Performance		% of Target
ASTM 2920 Level 1 injury rate		0.160		0.209		76.6%

Process severity index		0.150		0.118		127.1%

Executive Officer	Target Award Amounts			% of Target Award Earned		Cash Performance Award Earned
Peter R. Huntsman		$	2,380,000		120.65%		$	2,871,576

Philip M. Lister		$	480,000		120.65%		$	579,141

Anthony P. Hankins		$	828,452		120.65%		$	999,564

David M. Stryker		$	488,722		120.65%		$	589,664

R. Wade Rogers		$	362,447		120.65%		$	437,309

Fiscal Year	Performance Share Units		Stock Options		Restricted Stock
2020		40%		20%		40%

2021		50%		0%		50%

2022		70%		0%		30%

Executive Officer	Target Performance Share Units(1)(2)		Restricted Stock		Total Target Award Value
Peter R. Huntsman		141,570		60,673		$	8,300,000

Philip M. Lister		22,174		9,503		$	1,300,000

Anthony P. Hankins		34,114		14,620		$	2,000,000

David M. Stryker		23,880		10,234		$	1,400,000

R. Wade Rogers		17,960		7,697		$	1,053,000

• Ashland Global Holdings Inc.	• Covestro AG	• H.B. Fuller Company
• BASF Corp.	• Dow Inc.	• Lanxess AG
• Celanese Corporation	• Eastman Chemical Company	• Trinseo S.A.
• Clariant AG	• Evonik	• Westlake Chemical

• Albemarle Corporation	• Clariant AG	• Eastman Chemical Company
• Ashland Inc.	• Covestro AG	• H.B. Fuller Company
• Celanese Corporation	• Dow Inc.	• Lanxess AG

Executive Officer(1)	Target Award Amount		Number of Shares Earned
Peter R. Huntsman		141,133		211,700

Anthony P. Hankins		32,498		48,747

David M. Stryker		24,141		36,212

R. Wade Rogers		18,570		27,855

	Compensation Committee				• Articulates our compensation philosophy, establishes our executive compensation program, and implements policies and plans covering our executive officers. • Reviews, evaluates, and approves the compensation structure and level for all our executive officers. • Reviews each element of compensation annually for our CEO and makes recommendations for approval to the independent members of the Board (including those members who serve on the Compensation Committee). • Evaluates each executive officer’s performance, including through reports from other members of executive management other than with respect to our CEO and may apply discretion in determining individual compensation decisions.
	Executive Management				• Our CEO articulates our strategic direction and works with the Compensation Committee to identify and set appropriate targets for executive officers (other than himself). • Our CEO is assisted by our Senior Vice President and head of Global Human Resources who provides advice on the design and development of our compensation programs, the interpretation of compensation data and the effects of adjustments, and modifications to our compensation programs. • Our CEO and the Senior Vice President and head of Global Human Resources make recommendations to the Compensation Committee regarding each element of compensation for each of our NEOs (other than the CEO). • Our CEO also provides the Compensation Committee with his evaluation with respect to each NEO’s performance (other than his own performance) during the prior year. • Our finance and legal departments also assist our CEO and the Senior Vice President and Global Human Resources by advising on legal and financial considerations relevant to these programs.
	Compensation Consultant (Meridian)				• Advises the Compensation Committee in its oversight role, supports the Compensation Committee’s interaction with executive management in the executive compensation design process, and provides independent compensation data and analysis to facilitate the annual review of our compensation programs. • At the direction of the Compensation Committee, evaluates levels of executive officer and director compensation as compared to general market compensation data and peer data as discussed below. • Evaluates proposed compensation programs or changes to existing programs, provides information on current executive compensation trends, and updates the Compensation Committee on applicable legislative, technical and governance matters.

• Air Products & Chemicals Inc.	• Ecolab Inc.	• Scotts Miracle-Gro Company
• Avery Dennison Corporation	• FMC Corporation	• Sealed Air Corporation
• Aviant Corporation	• LyondellBasell Industries N.V.	• The Chemours Company
• Axalta Coating Systems Ltd.	• Olin Corporation	• The Mosaic Company
• Celanese Corporation	• PPG Industries Inc.	• The Sherwin-Williams Company
• CF Industries Holdings, Inc.	• Packaging Corporation of America	• Westlake Chemical Corporation
• Eastman Chemical Company	• RPM International Inc.