Huntsman CORP

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HUNTSMAN PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be voted upon at the 2025 Annual Meeting of Stockholders, including any postponements, adjournments or continuations thereof, (the “Annual Meeting”) of Huntsman Corporation (“Huntsman”, the “Company”, “we” or “our”), this summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting.

The Annual Report for the year ended December 31, 2024 (“2024 Annual Report”), the Notice of Annual Meeting, this Proxy Statement and the accompanying form of proxy card are first being sent to stockholders of record as of March 7, 2025, on or about March 17, 2025.

For further information on how to attend and participate in the virtual Annual Meeting, please see “Additional Details Regarding the Annual Meeting” on page 6 of the Proxy Statement.

ANNUAL MEETING DETAILS

MEETING AGENDA AND VOTING RECOMMENDATIONS

2024 COMPANY MILESTONES

We invested in our core business, while also streamlining operations and growing our shared service platform:

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Progressed announced expansions of the product portfolio of our Performance Products business, including catalysts for polyurethane insulation and high value performance amines used in the semiconductor industry.

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Expanded our three global business services centers in Southeast Asia, Latin America and Eastern Europe, with approximately 600 associates working at these sites at the end of 2024.

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Divested non-core assets in the United States and Europe as we continued to improve our portfolio and reduce costs.

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Completed the separation and acquisition of an MDI and HCL recycle facility from our Shanghai Lianhang Isocyanate Company joint venture in China.

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We continued our strong governance structures and advanced our commitment to planet and people:

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Outperformed our target metrics in personal safety and process safety.

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Published our 2023 corporate sustainability report which includes limited assurance regarding our greenhouse gas emissions and water usage.

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Continued strong philanthropic ideals, contributing to multiple causes worldwide, including by donating to and volunteering at local food banks and awarding university and trade school scholarships to area high school students.

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We enhanced stockholder return by leveraging our balance sheet to increase our dividend:

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Modestly increased our quarterly dividend by 5% in February 2024 and distributed approximately $174 million in dividends in 2024, making this the fourth year in a row we have increased the dividend.

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BOARD’S DIRECTOR NOMINEES (PROPOSAL 1)

CORPORATE GOVERNANCE HIGHLIGHTS

The Board is committed to corporate governance principles and practices that facilitate fulfillment of its fiduciary duties to you as the stockholders of our Company. Key corporate governance highlights include:

BOARD DIVERSITY

Board composition and director succession is a thoughtful, ongoing process at Huntsman. The Board identifies and evaluates desired director attributes, professional and life experiences, and skill sets in light of the Company’s strategic direction and evolving needs. Our Board recently undertook a multi-year director succession and refreshment process that began in 2018 and resulted in the addition of eight new independent directors (including four women, two ethnically-diverse directors and, as a retired Vice Admiral of the U.S. Navy, one veteran) to the Board. We believe our diverse Board currently has the right mix of skills and experience to successfully oversee the Company; however, we regularly assess the composition of the Board and are continuously engaged in Board succession planning.

Our Board is composed of highly-qualified, diverse leaders from highly relevant industries and markets possessing key expertise, lived experience, and skills, and represents an effective mix of deep Company knowledge and fresh perspective. The following graphic illustrates the diverse and well-rounded range of attributes, viewpoints and experiences of our 10 director nominees.

EXECUTIVE COMPENSATION (PROPOSAL 2)

EXECUTIVE SUMMARY

The Compensation Committee believes that the design of our executive compensation program achieves the Committee’s primary objective of aligning the financial interests of our NEOs with the creation of long-term stockholder value, as reflected by the pay outcomes in 2024.

(1)

Throughout this Proxy Statement, we refer to our adjusted EBITDA, which is a non-GAAP financial measure. See Appendix A for additional information regarding adjusted EBITDA and a reconciliation to net income.

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(2)

Throughout this Proxy Statement, we refer to free cash flow, which is a non-GAAP financial measure. For purposes of compensation determinations, free cash flow is calculated as operating cash from continuing operations less capital expenditures from continuing operations. See Appendix A for additional information regarding free cash flow and a reconciliation to operating cash from continuing operations.

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(3)

For additional discussion of our three-year cumulative TSR achievement and our 2022 Performance Peers, see “Compensation Discussion and Analysis—2024 Executive Compensation Decisions—Long-Term Equity Compensation—Payout of 2022 Performance Share Unit Awards.”

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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.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3)

We ask you to vote “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025 using the enclosed proxy card.

APPROVAL OF THE 2025 STOCK INCENTIVE PLAN (PROPOSAL 4)

In Proposal 4, we are seeking approval of the Huntsman Corporation 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”) for the purpose of, among other things, reserving 4,650,000 shares of common stock for issuance under the plan. Approval of the number of shares of common stock reserved for issuance under the 2025 Stock Incentive Plan will ensure that there are sufficient shares available to meet our needs for future grants during the coming years, which allows us to provide incentive and reward opportunities to eligible individuals and assists us in retaining a competitive edge in today’s volatile business environment.