Huntsman CORP

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(2)

Adjusted EBITDA 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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(3)

For additional discussion of our three-year cumulative TSR achievement and our 2023 Performance Peers, see “Compensation Discussion and Analysis-2025 Executive Compensation Decisions-Long-Term Equity Compensation-Payout of 2023 Performance Share Unit Awards.”

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Our Response To Stockholder Feedback

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We continuously engage with our stockholders and are always available to discuss topics relevant to our compensation practices. As a result, we have made numerous changes to our practices over the years. In doing so, the Compensation Committee has consistently implemented improvements that further align incentive-based payouts with the creation of stockholder value.

At our 2025 annual meeting, the say-on-pay proposal received the support of approximately 96% of the stockholders casting their votes. Approximately 85% and 97% of the shares voted at our 2024 and 2023 annual meetings, respectively, were voted in favor of the advisory say-on-pay proposal. 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

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Vast Majority Of 2025 NEO Pay Remains At Risk(1)

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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 2025, approximately 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, approximately 72% of total target direct compensation in 2025 of our other NEOs 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 2025, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2025. The amounts realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 2025 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 performance or returns relative to peers.

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(3)

Mr. Anthony P. Hankins did not receive an equity award in 2025 and his compensation has thus been excluded. Mr. Hankins retired from the Company effective December 31, 2025.

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REALIZABLE PAY ANALYSIS

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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 64 of this Proxy Statement.

The chart below demonstrates strong alignment of our CEO’s realizable compensation with Company performance for each of 2023, 2024, and 2025.

“Target Compensation” for each year is defined as the sum of the target compensation opportunity including: (1) base salary, (2) annual cash performance award at target, and (3) the grant date value of equity incentive awards, as approved annually by the Compensation Committee.

“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 and restricted stock) calculated using our stock price, in all cases, as of December 31, 2025.

“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.