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, Mr. Huntsman's tenure fully covers the underperformance period; HUN's 3-year total shareholder return of -50.1% trails the company-disclosed peer group median of -6.3% by 43.8 percentage points, well above the 20-point threshold that applies when absolute 3-year return is negative, and the 5-year return of -49.7% vs. the peer median of -7.5% (a gap of 42.2pp) confirms the underperformance is sustained rather than transient, so the 5-year mitigant does not apply.
Ms. Dulá has served since 2020, giving her more than 24 months of tenure, so she is not exempt; HUN's 3-year TSR of -50.1% underperforms the peer median by 43.8pp (threshold: 20pp for negative absolute TSR), and the 5-year gap of 42.2pp confirms sustained underperformance, so the mitigant does not apply.
Ms. Egan has served since 2020, well beyond the 24-month exemption window; HUN's 3-year TSR underperforms the peer group median by 43.8pp against a 20pp trigger threshold for negative absolute returns, and the 5-year record confirms the underperformance is sustained rather than a recent blip, so the mitigant does not apply.
Mr. Espeland joined in 2022, placing him beyond the 24-month new-director exemption; HUN's 3-year TSR of -50.1% trails the peer median by 43.8pp, exceeding the 20pp threshold, and the 5-year comparison similarly triggers, so no mitigant applies.
Mr. Ferrari has served since 2018, fully covering the underperformance period; the 3-year and 5-year peer-relative TSR gaps both exceed the applicable thresholds, and sustained underperformance means the 5-year mitigant does not rescue the vote.
Mr. Muñoz joined in 2022 and is subject to the TSR trigger (3-year gap of 43.8pp vs. 20pp threshold); additionally, the proxy discloses he attended only 69% of board and committee meetings in 2025, falling below the 75% attendance threshold that independently warrants an AGAINST vote.
Ms. McGovern joined in 2021, placing her beyond the 24-month exemption; HUN's 3-year peer-relative TSR gap of 43.8pp exceeds the 20pp trigger, and the 5-year comparison confirms sustained underperformance, so the mitigant does not apply.
Mr. Sewell joined in 2022 and his tenure now exceeds 24 months; the 3-year TSR underperformance of 43.8pp against the peer median exceeds the 20pp threshold for negative absolute TSR, and the 5-year gap of 42.2pp confirms the underperformance is not transient.
Vice Admiral Tighe has served since 2019, fully covering the underperformance period; HUN's 3-year TSR of -50.1% trails peer median by 43.8pp (threshold 20pp), and the 5-year record of -49.7% vs. peer median of -7.5% (gap 42.2pp) confirms sustained underperformance with no mitigant applicable.
For Analysis
All nine director nominees receive an AGAINST vote determination. Huntsman's stock has lost roughly half its value over both the past 3 and 5 years, while the company's own peer group of 19 chemical-industry companies posted a median return of -6.3% over 3 years and -7.5% over 5 years — a gap of approximately 44 percentage points on both measures, far exceeding the 20-point trigger threshold that applies when absolute returns are negative. Because the underperformance persists across both the 3-year and 5-year windows, the policy's 5-year mitigant (which would soften the vote if recent underperformance were a temporary blip) does not apply to any director. Mr. Muñoz also triggers an independent AGAINST on attendance grounds, having attended only 69% of meetings against a 75% minimum standard.
Say on Pay
✓ FORCEO
Peter R. Huntsman
Total Comp
$14,666,623
Prior Support
96%%
The CEO's total reported compensation of approximately $14.7 million is benchmarked against a Basic Materials CEO at a roughly $2 billion market cap company, which is within an acceptable range given his long tenure and scope; more importantly, the pay program demonstrates genuine alignment with shareholders because the multi-year performance stock awards paid out at zero for the 2023-2025 cycle (reflecting poor relative total shareholder return), the annual bonus paid out at only 70.6% of target (with the EBITDA component yielding nothing), and the CEO's actual realized pay in 2025 was $5 million against a target of $13.1 million — exactly the kind of downward adjustment that a well-functioning incentive plan should produce. With 90% of CEO target pay classified as variable and tied to performance metrics including 3-year relative total shareholder return, the compensation structure passes the pay-for-performance alignment test even in a year of weak stock performance, and prior shareholder support of 96% in 2025 provides no contrary signal.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose auditor fee data or auditor tenure in the excerpts provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; in accordance with policy, when tenure is not disclosed the vote defaults to FOR, and without fee data no ratio trigger can fire, so no policy-based objection applies to Deloitte & Touche LLP.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Requesting an Independent Board Chair Policy
This is a governance-structural proposal asking the company to adopt a policy requiring an independent board chair — a mainstream governance improvement that directly addresses the concentration of power when one person simultaneously serves as both Chairman of the Board and CEO. The case for an independent chair is particularly compelling here given that Huntsman's stock has lost approximately half its value over both the past 3 and 5 years while the company's own peer group posted near-flat returns, suggesting that the current combined leadership structure has not delivered effective accountability to shareholders. Separating the chair and CEO roles would give independent directors a stronger platform to challenge management and advocate for shareholder interests, and this type of structural governance reform meets the lower bar for support that applies to governance proposals from credible non-ideological filers.
Overall Assessment
The 2026 Huntsman annual meeting presents four proposals; the most significant finding is that all nine director nominees receive an AGAINST vote determination due to severe sustained stock underperformance — Huntsman's shares have lost roughly half their value over both 3 and 5 years while the company-disclosed peer group was essentially flat, a gap of approximately 44 percentage points that far exceeds policy thresholds. The say-on-pay vote receives a FOR determination because the incentive plan demonstrably worked as designed — performance awards paid nothing for 2023-2025 and the annual bonus paid below target, reducing the CEO's realized pay from a $13.1 million target to $5 million — while the stockholder proposal for an independent board chair receives a FOR determination given the governance concerns highlighted by sustained underperformance under a combined Chairman-CEO structure.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing