Huntsman CORP

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Our Response to Stockholder Feedback

We engage in a continuous dialogue with our stockholders and have made numerous changes over the years in response to stockholder feedback.

In response to stockholder feedback, the Compensation Committee has consistently implemented improvements that further align incentive payouts with the creation of stockholder value.

At our 2024 annual meeting, the say-on-pay proposal received the support of approximately 85% of the stockholders casting their votes. Approximately 97% and 85% of the shares voted at our 2023 and 2022 annual meetings, respectively, were voted in favor of the advisory say-on-pay proposal. In response to the advisory say-on-pay results in 2024, we discussed topics relevant to our compensation practices with a number of our stockholders. Both looking forward and back, the Compensation Committee carefully considers the say-on-pay results and the stockholder feedback we received in determining executive compensation.

COMPENSATION PROGRAM HIGHLIGHTS

VAST MAJORITY OF 2024 NEO PAY REMAINS AT RISK(1)

Our executive compensation program is designed to ensure that a significant portion of each officer’s total target direct compensation is performance-based. As the charts below illustrate, for 2024, 90% of the CEO’s total target direct compensation was at risk and tied to annual performance against established goals and/or the performance of our stock. Comparably, 74% of total target direct compensation of our other NEOs in 2024, on average, was at risk.(2)

(1)

NEO pay refers to “total target direct compensation” which consists of (i) annual base salary, (ii) the target annual cash performance award opportunity for 2024, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2024. The amounts realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 2024 depend, as applicable, on the level of attainment of the relevant performance goals and the value of our common stock when the awards vest.

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(2)

We consider compensation to be “at risk” if it is subject to performance-based payment vesting conditions or if its value depends on actual stock price appreciation or returns relative to peers.

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CEO COMPENSATION

When the Compensation Committee sets compensation each year, the number of equity-based awards is determined by the price of our common stock on the date of grant. Alternatively, the Summary Compensation Table requires that the grant date fair value of these awards is computed in accordance with FASB ASC Topic 718. This results in an increase in the amount of compensation reported in the Summary Compensation Table versus what is targeted by the Compensation Committee. The following reflects this difference for our CEO:

(1)

The Non-Equity Incentive Plan reflects our Annual Cash Performance Award, for which no award payouts were earned for 2024. Additional details are provided below in the section titled “2024 Annual Cash Performance Award.”

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REALIZABLE PAY ANALYSIS

Analyses of realizable pay provides the Compensation Committee with a tool to validate the alignment of our NEOs’ compensation with the creation of stockholder value. Realizable pay reflects the earned value of annual cash performance awards and the tangible incentive value of equity awards based on changes in market value. When determining the annual equity grants to our NEOs in February of each year, the Compensation Committee believes it is important to take into account not only the grant date values reported in our Summary Compensation Table, but also to consider the effect of the year-end value of our stock on those awards over time. This analysis is intended as a supplement to the “Pay versus Performance” section beginning on page 67 of this Proxy Statement.

The chart below reflects our CEO’s total target direct compensation and realizable pay(1) for 2022, 2023, and 2024. In each of the past three years, there has been a strong positive correlation between the realizable value of our CEO’s compensation and our cumulative TSR.(2)

(1)

Realizable pay for each year is defined as the sum of: (1) base salary, (2) annual cash performance award payout, and (3) the value of equity incentive awards granted in that year (i.e., performance share units, restricted stock and the “in the money” value of stock options) calculated using our stock price, in all cases, as of December 31, 2024.

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(2)

Cumulative TSR above is measured using the closing stock price at the beginning and end of the performance period and slightly differs from the cumulative TSR value we use to determine PSU payouts since such calculation is measured using a 20-trading day stock price average at the beginning and end of the performance period to smooth out volatility.

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