HUNTSMAN CORP (HUN)
Sector: Materials
2026 Annual Meeting Analysis
HUNTSMAN CORP · Meeting: April 29, 2026
Directors FOR
0
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since 1994, Peter Huntsman bears full accountability for Huntsman's stock return of -47.4% over three years, which trails the company-disclosed peer group median by 44.2 percentage points — far exceeding the 20-point trigger for directors overseeing a company with negative absolute returns; the 5-year check does not rescue this result as the 5-year gap of -43.9pp also exceeds the 20pp threshold.
Ms. Egan joined in 2020, giving her approximately 5 years of tenure that meaningfully overlaps with the 3-year underperformance period; Huntsman's 3-year stock return of -47.4% trails the peer median by 44.2 percentage points, well above the 20pp trigger for negative absolute TSR, and the 5-year gap of -43.9pp also exceeds the threshold, so no mitigant applies.
Ms. Dulá joined in 2020 and her full tenure overlaps the underperformance window; the 3-year peer gap of -44.2pp far exceeds the 20pp trigger, and the 5-year gap of -43.9pp also exceeds the threshold, so no 5-year mitigant applies.
Mr. Espeland joined in 2022, giving him over 24 months of tenure that overlaps with the underperformance period; the 3-year peer gap of -44.2pp far exceeds the 20pp trigger, and the 5-year gap also exceeds the threshold, so no mitigant applies, though it is noted he joined after some of the underperformance was already established.
Mr. Ferrari has served since 2018 with full overlap over the 3-year and 5-year underperformance windows; Huntsman's 3-year peer gap of -44.2pp and 5-year gap of -43.9pp both far exceed the 20pp trigger for negative absolute TSR, so no mitigant applies.
Mr. Muñoz joined in 2022 and attended only 69% of board and committee meetings in 2025, falling below the 75% attendance threshold that independently warrants a vote against; additionally, the 3-year peer gap of -44.2pp far exceeds the 20pp trigger, compounding the concern.
Ms. McGovern joined in 2021 with meaningful overlap over the 3-year underperformance period; the 3-year peer gap of -44.2pp far exceeds the 20pp trigger, and the 5-year gap also exceeds the threshold, so no mitigant applies, though it is noted she joined after some underperformance had already accumulated.
Mr. Sewell joined in 2022, giving him over 24 months of tenure that overlaps with the underperformance period; the 3-year peer gap of -44.2pp far exceeds the 20pp trigger, and the 5-year gap also exceeds the threshold, so no mitigant applies, though it is noted he joined after some of the underperformance was already established.
Ms. Tighe has served since 2019 with meaningful overlap over both the 3-year and 5-year underperformance windows; the 3-year peer gap of -44.2pp and 5-year gap of -43.9pp both far exceed the 20pp trigger for negative absolute TSR, so no mitigant applies.
For Analysis
All nine director nominees receive an AGAINST vote. Huntsman's 3-year stock return of -47.4% trails the company-disclosed peer group median by 44.2 percentage points — more than double the 20-point trigger that applies when a company's absolute return is negative. The 5-year record (-43.9pp gap) provides no relief. Additionally, Mr. Muñoz attended only 69% of board meetings in 2025, falling below the 75% attendance threshold. While several directors joined during or after the underperformance began (mitigating context noted), policy requires votes against all directors whose tenure meaningfully overlaps the underperformance period, which applies to the full slate given their tenures.
Say on Pay
✓ FORCEO
Peter R. Huntsman
Total Comp
$14,666,623
Prior Support
96%%
The pay structure is meaningfully performance-linked: approximately 90% of the CEO's target pay is variable, the long-term equity component (60% performance stock awards tied to relative stock performance vs. peers, 40% time-vested restricted stock) is well-designed, and the annual bonus paid out at only 70.6% of target in 2025 reflecting weak EBITDA results, while the 2023-2025 performance stock awards paid out at zero due to stock underperformance versus peers — all demonstrating real pay-for-performance alignment. The CEO's total reported compensation of approximately $14.7 million reflects target-level equity grants valued at grant date; his actual realized pay in 2025 was only $5 million versus a $13.1 million target, showing the incentive structure is working as intended. Prior shareholder support has been strong (96% in 2025, 85% in 2024), the company has a clawback policy, and fixed salary represents approximately 10% of total target compensation, well within the 40% threshold.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for a $2.1 billion market cap company. The proxy filing text provided does not include the fee table with specific audit and non-audit fee amounts, so the non-audit fee ratio cannot be calculated; absent confirmed data triggering a concern, the default vote is FOR. No material restatements or other disqualifying factors were identified in the filing.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Requesting an Independent Board Chair Policy
This is a governance and structural proposal asking that the board adopt a policy requiring an independent director — rather than the CEO — to serve as board chair. Requiring an independent chair is a mainstream governance improvement that helps ensure the board can independently oversee management, which is especially important here given that Peter Huntsman serves simultaneously as Chairman, President, and CEO and has done so since 2018 while the stock has lost nearly half its value over three and five years. The company already has a strong Lead Independent Director and Non-Executive Vice Chair in Cynthia Egan, but a formal independent chair policy would provide a more durable structural safeguard; the combined role gives the CEO significant control over the board agenda, and the sustained underperformance record makes independent oversight more — not less — necessary.
Overall Assessment
This is a challenging ballot for Huntsman shareholders: the company's stock has lost roughly half its value over three and five years, trailing the company-disclosed peer group median by more than 44 percentage points — a level of underperformance that triggers AGAINST votes for all nine director nominees under our policy. The compensation program itself shows genuine pay-for-performance alignment (CEO realized only $5M of $13.1M target in 2025, performance stock awards paid zero), supporting a FOR vote on Say on Pay, while the structural governance concern of a combined CEO-Chairman role — held by the founding family's CEO — supports the independent board chair stockholder proposal.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing