Huntsman Corporation (NYSE: HUN) today announced that it has appointed Curtis E. Espeland and José Muñoz to its Board of Directors. Additionally, the Company announced that it has appointed Cynthia L. Egan as new Lead Independent Director, Non-Executive Vice Chair of the Board and Chair of the Nominating and Corporate Governance Committee, and added Sonia Dulá as a member of the Compensation Committee with the intent she becomes Chair when Wayne A. Reaud leaves the Board. All of these appointments are effective January 1, 2022.
“As part of our Board’s ongoing refreshment process, I am pleased that we have identified two outstanding independent directors in Curt and José, who both bring extensive experience in operating companies in or relevant to our industry and in executing on strategic growth plans,” said Peter R. Huntsman, Chairman, President and CEO. “With these additions, I’m confident that our Board and the Company will be strongly positioned to ensure management achieves the growth strategy and financial targets we outlined at our November Investor Day to unlock value for our shareholders. We continue to engage with shareholders and appreciate the substantive input that we have received to date as our Company continues to evolve our portfolio and execute on our strategy.”
Huntsman also announced, consistent with the Company’s director retirement policy, that three existing directors, Nolan D. Archibald, outgoing Lead Independent Director, Vice Chair of the Board and Chair of the Nominating and Corporate Governance Committee, M. Anthony Burns, prior Chair of the Audit Committee, whose upcoming retirement was previously announced at the Investor Day, and Sir Robert J. Margetts will transition off the Board as planned at the 2022 Annual Meeting of Stockholders. Wayne Reaud, Chair of the Litigation and Public Policy and Compensation committees, will support the transition of those committees’ oversight duties before stepping down from the Board at or before the 2023 Annual Meeting of Stockholders when he will reach the retirement age.
The changes announced today reflect the latest steps in the Board’s multi-year director succession plan, including recruiting directors with skillsets aligned with Huntsman’s upgraded and streamlined portfolio. These appointments ensure the Board continues to have the right combination of experience, expertise and diversity to drive profitable growth for shareholders and to best oversee the Company’s strategic initiatives. These include the recently announced review of strategic options for its Textile Effects Division and a multi-year incentive compensation plan aligned with financial targets presented at Investor Day.
These changes follow the addition of three independent directors in the last 18 months, including Jeanne McGovern, who joined the Board in February 2021 and was appointed to chair the Audit Committee effective January 1, 2022. As a result, seven independent directors have been appointed since 2018.
New Directors
Curtis Espeland retired in 2020 from Eastman Chemical Company after almost 25 years in leadership roles, including Executive Vice President and Chief Financial Officer from 2008 until his retirement. Prior to joining Eastman, he held various positions of increasing responsibility at Arthur Andersen performing audit, financial due diligence and business consulting services in the banking, manufacturing, media and telecommunications industries in the U.S. and across the globe. Mr. Espeland has been a director of Lincoln Electric Holdings Inc. since 2012 and Lead Independent Director since April 2018, while also serving on that board’s finance and audit committees and as audit committee chair for three years. Mr. Espeland is also a director of global specialty chemicals company Nouryon and serves as chair of the board’s audit committee.
José Muñoz is the Chief Operating Officer of Hyundai Motor Company, a global manufacturer of automobiles based in Seoul, South Korea, where he oversees more than 120,000 employees and operations worldwide. In addition to being responsible for the company’s overall results, including the nearly $88 billion in total 2020 revenue, Mr. Muñoz leads the company’s global operational strategies and their implementation. He oversees the development and implementation of the company’s fuel cell vehicle and mobility services strategy, and serves as President and CEO of Hyundai Motor America, the company’s largest operating subsidiary. Prior to joining Hyundai in 2019, Mr. Muñoz served in leadership roles at Nissan (most recently as global Chief Performance Officer and head of the company’s China region), Toyota and Daewoo.
New Board Leadership Roles
Cynthia Egan and Sonia Dulá both joined the Huntsman Board in June 2020. Ms. Egan, the Board’s new Lead Independent Director, Non-Executive Vice Chair and Chair of the Nominating and Corporate Governance Committee, brings extensive investment company experience and shareholder perspective from her prior senior-level positions at T. Rowe Price Group and Fidelity Investments, as well as an advisory role for the U.S. Department of Treasury. Ms. Dulá, the newly-appointed member of the Compensation Committee, brings substantial finance and investment banking expertise that will benefit the Committee as it oversees implementation of the new incentive compensation program announced last week.
Ongoing Board Refreshment
Consistent with the Company’s director retirement policy, Nolan Archibald, the outgoing Lead Independent Director and Vice Chair of the Board and outgoing Chair of the Nominating and Corporate Governance Committee, M. Anthony Burns, prior Chair of the Audit Committee, whose upcoming retirement was previously announced at the Investor Day, and Sir Robert Margetts are expected to conclude their service on the Board, effective at the time of the Company’s 2022 Annual Meeting of Stockholders. Further, as the Board has successfully implemented substantial refreshment of the Board and transition of Board and committee leadership, including the appointments announced today, the Board has determined it will no longer grant non-executive directors waivers to the Company’s director retirement policy requiring directors to resign after their 75th birthday.
Mr. Huntsman continued, “On behalf of the entire Board, I would like to thank Nolan, Tony and Sir Rob for their years of committed service and the important roles they have played in the Company’s success, including their contributions to the deliberate and thoughtful Board refreshment process, the latest phase of which we began more than 18 months ago.”
Mr. Archibald commented, “I’m proud of the transformation the Board underwent during my tenure, and Huntsman’s commitment to bringing on diverse expertise and fresh perspectives is demonstrated by today’s addition of two stellar new directors. It has been an honor to serve alongside fellow directors truly committed to best-in-class accountability and oversight. I’m confident, given the broad expertise and experience of the incoming and existing directors, the Board is ideally positioned to oversee Huntsman’s next chapter, and I look forward to witnessing the Company’s continued growth and success.”
2022 Annual Meeting of Stockholders
The Company also announced that it will hold its 2022 Annual Meeting of Stockholders on March 25, 2022. In light of the announcements made today and based on ongoing dialogue with shareholders, the Huntsman Board determined that holding the Company’s 2022 Annual Meeting of Stockholders as expeditiously as possible is in the best interests of Huntsman shareholders as it minimizes potential disruption and distraction and allows management to focus on executing on its ambitious strategic and operational goals, including those outlined at the Company’s Investor Day and the recently announced strategic review for the Textile Effects Division.
Additional information regarding today’s announcements, including the Company’s 2022 Annual Meeting of Stockholders, will be filed with the U.S. Securities and Exchange Commission on Form 8-K.
About Huntsman:
Huntsman Corporation is a publicly traded global manufacturer and marketer of differentiated and specialty chemicals with 2020 revenues of approximately $6 billion. Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 70 manufacturing, R&D and operations facilities in approximately 30 countries and employ approximately 9,000 associates within our four distinct business divisions.
Source: https://www.prnewswire.com/news-releases/huntsman-appoints-two-new-independent-directors-and-announces-governance-changes-as-part-of-ongoing-board-refreshment-301452505.html
