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Huntsman Corp., et al. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Thursday, 2/22/24, at 2:55pm ET   ·   For:  12/31/23   ·   Accession #:  1437749-24-5185   ·   File #s:  1-32427, 333-85141

Previous ‘10-K’:  ‘10-K’ on 2/21/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   27 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Huntsman Corp.                    10-K       12/31/23  170:35M                                    RDG Filings/FA
          Huntsman International LLC

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   6.60M 
 2: EX-10.43    Material Contract                                   HTML   1.33M 
 3: EX-10.44    Material Contract                                   HTML   1.86M 
 4: EX-21.1     Subsidiaries List                                   HTML     72K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML     46K 
10: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     62K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     51K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     51K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     49K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     49K 
16: R1          Document And Entity Information                     HTML    125K 
17: R2          Consolidated Balance Sheets                         HTML    215K 
18: R3          Consolidated Balance Sheets (Parentheticals)        HTML    116K 
19: R4          Consolidated Statements of Operations               HTML    227K 
20: R5          Consolidated Statements of Comprehensive Income     HTML     89K 
21: R6          Consolidated Statements of Equity                   HTML    162K 
22: R7          Consolidated Statements of Equity (Parentheticals)  HTML     48K 
23: R8          Consolidated Statements of Cash Flows               HTML    218K 
24: R9          Consolidated Statements of Cash Flows               HTML     50K 
                (Parentheticals)                                                 
25: R10         Insider Trading Arrangements                        HTML     56K 
26: R11         Note 1 - General                                    HTML     60K 
27: R12         Note 2 - Summary of Significant Accounting          HTML    115K 
                Policies                                                         
28: R13         Note 3 - Business Combinations and Acquisitions     HTML     73K 
29: R14         Note 4 - Discontinued Operations and Business       HTML     94K 
                Dispositions                                                     
30: R15         Note 5 - Inventories                                HTML     59K 
31: R16         Note 6 - Property, Plant and Equipment              HTML     73K 
32: R17         Note 7 - Investment in Unconsolidated Affiliates    HTML     78K 
33: R18         Note 8 - Variable Interest Entities                 HTML     78K 
34: R19         Note 9 - Leases                                     HTML     86K 
35: R20         Note 10 - Intangible Assets                         HTML     96K 
36: R21         Note 11 - Accrued Liabilities                       HTML     71K 
37: R22         Note 12 - Restructuring, Impairment and Plant       HTML    122K 
                Closing Costs                                                    
38: R23         Note 13 - Other Noncurrent Liabilities              HTML     66K 
39: R24         Note 14 - Debt                                      HTML    134K 
40: R25         Note 15 - Derivative Instruments and Hedging        HTML     59K 
                Activities                                                       
41: R26         Note 16 - Fair Value                                HTML     65K 
42: R27         Note 17 - Revenue Recognition                       HTML    148K 
43: R28         Note 18 - Employee Benefit Plans                    HTML    714K 
44: R29         Note 19 - Income Taxes                              HTML    309K 
45: R30         Note 20 - Commitments and Contingencies             HTML     60K 
46: R31         Note 21 - Environmental, Health and Safety Matters  HTML     59K 
47: R32         Note 22 - Huntsman Corporation Stockholders'        HTML     71K 
                Equity                                                           
48: R33         Note 23 - Stock-based Compensation Plan             HTML    118K 
49: R34         Note 24 - Accumulated Other Comprehensive Loss      HTML    285K 
50: R35         Note 25 - Related Party Transactions                HTML     61K 
51: R36         Note 26 - Operating Segment Information             HTML    293K 
52: R37         Schedule I - Condensed Financial Information of     HTML    286K 
                Registrant                                                       
53: R38         Significant Accounting Policies (Policies)          HTML    171K 
54: R39         Note 2 - Summary of Significant Accounting          HTML     74K 
                Policies (Tables)                                                
55: R40         Note 3 - Business Combinations and Acquisitions     HTML     70K 
                (Tables)                                                         
56: R41         Note 4 - Discontinued Operations and Business       HTML     87K 
                Dispositions (Tables)                                            
57: R42         Note 5 - Inventories (Tables)                       HTML     59K 
58: R43         Note 6 - Property, Plant and Equipment (Tables)     HTML     70K 
59: R44         Note 7 - Investment in Unconsolidated Affiliates    HTML     77K 
                (Tables)                                                         
60: R45         Note 8 - Variable Interest Entities (Tables)        HTML     76K 
61: R46         Note 9 - Leases (Tables)                            HTML     85K 
62: R47         Note 10 - Intangible Assets (Tables)                HTML     96K 
63: R48         Note 11 - Accrued Liabilities (Tables)              HTML     69K 
64: R49         Note 12 - Restructuring, Impairment and Plant       HTML    117K 
                Closing Costs (Tables)                                           
65: R50         Note 13 - Other Noncurrent Liabilities (Tables)     HTML     65K 
66: R51         Note 14 - Debt (Tables)                             HTML    114K 
67: R52         Note 16 - Fair Value (Tables)                       HTML     61K 
68: R53         Note 17 - Revenue Recognition (Tables)              HTML    143K 
69: R54         Note 18 - Employee Benefit Plans (Tables)           HTML    704K 
70: R55         Note 19 - Income Taxes (Tables)                     HTML    301K 
71: R56         Note 20 - Commitments and Contingencies (Tables)    HTML     55K 
72: R57         Note 22 - Huntsman Corporation Stockholders'        HTML     63K 
                Equity (Tables)                                                  
73: R58         Note 23 - Stock-based Compensation Plan (Tables)    HTML    109K 
74: R59         Note 24 - Accumulated Other Comprehensive Loss      HTML    271K 
                (Tables)                                                         
75: R60         Note 25 - Related Party Transactions (Tables)       HTML     57K 
76: R61         Note 26 - Operating Segment Information (Tables)    HTML    284K 
77: R62         Schedule I - Condensed Financial Information of     HTML    289K 
                Registrant (Tables)                                              
78: R63         Note 1 - General (Details Textual)                  HTML     76K 
79: R64         Note 2 - Summary of Significant Accounting          HTML     69K 
                Policies (Details Textual)                                       
80: R65         Note 2 - Summary of Significant Accounting          HTML     59K 
                Policies - Finite-lived Intangibles (Details)                    
81: R66         Note 2 - Summary of Significant Accounting          HTML     71K 
                Policies - Net Income Per Share (Details)                        
82: R67         Note 2 - Summary of Significant Accounting          HTML     56K 
                Policies - Estimated Useful Lives of Property,                   
                Plant and Equipment (Details)                                    
83: R68         Note 3 - Business Combinations and Acquisitions     HTML     55K 
                (Details Textual)                                                
84: R69         Note 3 - Business Combinations and Acquisitions -   HTML     75K 
                Assets Acquired and Liabilities Assumed (Details)                
85: R70         Note 3 - Business Combinations and Acquisitions -   HTML     55K 
                Pro Forma Revenues and Net Income (Details)                      
86: R71         Note 4 - Discontinued Operations and Business       HTML     85K 
                Dispositions (Details Textual)                                   
87: R72         Note 4 - Discontinued Operations and Business       HTML    127K 
                Dispositions - Summary of Major Classes of Line                  
                Items of Discontinued Operations (Details)                       
88: R73         Note 5 - Inventories (Details Textual)              HTML     47K 
89: R74         Note 5 - Inventories - Inventories (Details)        HTML     59K 
90: R75         Note 6 - Property, Plant and Equipment (Details     HTML     48K 
                Textual)                                                         
91: R76         Note 6 - Property, Plant and Equipment - Schedule   HTML     69K 
                of Cost and Accumulated Depreciation of Property,                
                Plant and Equipment (Details)                                    
92: R77         Note 7 - Investment in Unconsolidated Affiliates -  HTML     56K 
                Investment in Unconsolidated Affiliates (Details)                
93: R78         Note 7 - Investment in Unconsolidated Affiliates -  HTML     55K 
                Investment in Unconsolidated Affiliates (Details)                
                (Parentheticals)                                                 
94: R79         Note 7 - Investment in Unconsolidated Affiliates -  HTML    115K 
                Summarized Financial Information of Unconsolidated               
                Affiliates (Details)                                             
95: R80         Note 8 - Variable Interest Entities (Details        HTML     51K 
                Textual)                                                         
96: R81         Note 8 - Variable Interest Entities - Schedule of   HTML    120K 
                Financial Information of Variable Interest                       
                Entities (Details)                                               
97: R82         Note 9 - Leases (Details Textual)                   HTML     62K 
98: R83         Note 9 - Leases - Components of Lease Expense and   HTML     59K 
                Cash Flows (Details)                                             
99: R84         Note 9 - Leases - Lease Term and Discount Rate      HTML     50K 
                (Details)                                                        
100: R85         Note 9 - Leases - Undiscounted Cash Flows           HTML     65K  
                (Details)                                                        
101: R86         Note 10 - Intangible Assets (Details Textual)       HTML     48K  
102: R87         Note 10 - Intangible Assets - Gross Carrying        HTML     67K  
                Amount and Accumulated Amortization of Intangible                
                Assets (Details)                                                 
103: R88         Note 10 - Intangible Assets - Estimated Future      HTML     57K  
                Amortization Expense (Details)                                   
104: R89         Note 11 - Accrued Liabilities - Summary of Accrued  HTML     68K  
                Liabilities (Details)                                            
105: R90         Note 12 - Restructuring, Impairment and Plant       HTML     64K  
                Closing Costs (Details Textual)                                  
106: R91         Note 12 - Restructuring, Impairment and Plant       HTML     59K  
                Closing Costs - Accrued Restructuring Costs By                   
                Type of Cost and Initiative (Details)                            
107: R92         Note 12 - Restructuring, Impairment and Plant       HTML     76K  
                Closing Costs - Reserves for Restructuring,                      
                Impairment and Plant Closing Costs By Segment and                
                Initiative (Details)                                             
108: R93         Note 12 - Restructuring, Impairment and Plant       HTML     58K  
                Closing Costs (Credits) - Cash and Noncash                       
                Restructuring Charges (Details)                                  
109: R94         Note 13 - Other Noncurrent Liabilities - Summary    HTML     62K  
                of Other Noncurrent Liabilities (Details)                        
110: R95         Note 14 - Debt (Details Textual)                    HTML    128K  
111: R96         Note 14 - Debt - Outstanding Debt (Details)         HTML     63K  
112: R97         Note 14 - Debt - Revolving Credit Facility          HTML     65K  
                (Details)                                                        
113: R98         Note 14 - Debt - Accounts Receivable Programs       HTML     65K  
                (Details)                                                        
114: R99         Note 14 - Debt - Notes Outstanding (Details)        HTML     61K  
115: R100        Note 14 - Debt - Notes Outstanding (Details)        HTML     56K  
                (Parentheticals)                                                 
116: R101        Note 14 - Debt - Scheduled Maturities of Debt       HTML     66K  
                (Details)                                                        
117: R102        Note 15 - Derivative Instruments and Hedging        HTML     58K  
                Activities (Details Textual)                                     
118: R103        Note 16 - Fair Value (Details Textual)              HTML     50K  
119: R104        Note 16 - Fair Value - Fair Value of Financial      HTML     59K  
                Instruments (Details)                                            
120: R105        Note 17 - Revenue Recognition - Disaggregation of   HTML     92K  
                Revenue (Details)                                                
121: R106        Note 18 - Employee Benefit Plans (Details Textual)  HTML    105K  
122: R107        Note 18 - Employee Benefit Plans - Change in        HTML    148K  
                Benefit Obligation and Plan Assets (Details)                     
123: R108        Note 18 - Employee Benefit Plans - Amounts          HTML     74K  
                Recognized and Amounts Expected to Be Recognized                 
                in Other Comprehensive Income (Loss) (Details)                   
124: R109        Note 18 - Employee Benefit Plans - Components of    HTML     96K  
                Net Benefit Costs (Details)                                      
125: R110        Note 18 - Employee Benefit Plans - Periodic         HTML    112K  
                Benefit Cost and Other Comprehensive Income (Loss)               
                (Details)                                                        
126: R111        Note 18 - Employee Benefit Plans -                  HTML     79K  
                Weighted-average Assumptions Used to Determine the               
                Projected Benefit Obligation (Details)                           
127: R112        Note 18 - Employee Benefit Plans - Projected        HTML     57K  
                Benefit Obligations in Excess of Plan Assets                     
                (Details)                                                        
128: R113        Note 18 - Employee Benefit Plans - Projected        HTML     61K  
                Benefit Obligation, Accumulated Benefit Obligation               
                and Fair Value of Plan Assets for Defined Benefit                
                Plans (Details)                                                  
129: R114        Note 18 - Employee Benefit Plans - Expected Future  HTML     78K  
                Contributions and Benefit Payments Related to                    
                Continuing Operations (Details)                                  
130: R115        Note 18 - Employee Benefit Plans - Fair Value of    HTML     94K  
                Recurring Plan Assets (Details)                                  
131: R116        Note 18 - Employee Benefit Plans - Reconciliation   HTML     62K  
                of Balances at Fair Value Using Unobservable                     
                Inputs (Details)                                                 
132: R117        Note 18 - Employee Benefit Plans - Asset            HTML     74K  
                Allocation (Details)                                             
133: R118        Note 19 - Income Taxes (Details Textual)            HTML    127K  
134: R119        Note 19 - Income Taxes - Components of Income Tax   HTML     67K  
                Expense (Details)                                                
135: R120        Note 19 - Income Taxes - Income Tax Reconciliation  HTML     94K  
                (Details)                                                        
136: R121        Note 19 - Income Taxes - Income Tax Reconciliation  HTML     50K  
                (Details) (Parentheticals)                                       
137: R122        Note 19 - Income Taxes - Components of Income       HTML     58K  
                (Loss) From Continuing Operations (Details)                      
138: R123        Note 19 - Income Taxes - Deferred Tax Assets and    HTML    110K  
                Liabilities (Details)                                            
139: R124        Note 19 - Income Taxes - Summary of Changes in the  HTML     76K  
                Deferred Tax Assets Valuation Allowance (Details)                
140: R125        Note 19 - Income Taxes - Reconciliation of          HTML     56K  
                Unrecognized Tax Benefits (Details)                              
141: R126        Note 19 - Income Taxes - Interest and Penalties     HTML     50K  
                Accrued Related to Unrecognized Tax Benefits                     
                (Details)                                                        
142: R127        Note 19 - Income Taxes - Tax Years Open to          HTML     69K  
                Examination (Details)                                            
143: R128        Note 20 - Commitments and Contingencies (Details    HTML     63K  
                Textual)                                                         
144: R129        Note 20 - Commitments and Contingencies - Purchase  HTML     62K  
                Commitments and Operating Leases (Details)                       
145: R130        Note 21 - Environmental, Health and Safety Matters  HTML     62K  
                (Details Textual)                                                
146: R131        Note 22 - Huntsman Corporation Stockholders'        HTML     54K  
                Equity (Details Textual)                                         
147: R132        Note 22 - Huntsman Corporation Stockholders'        HTML     51K  
                Equity - Dividends on Common Stock (Details)                     
148: R133        Note 23 - Stock-based Compensation Plan (Details    HTML    110K  
                Textual)                                                         
149: R134        Note 23 - Stock-based Compensation Plan -           HTML     50K  
                Compensation Cost (Details)                                      
150: R135        Note 23 - Stock-based Compensation Plan - Weighted  HTML     56K  
                Average of the Assumptions Utilized for Stock                    
                Options (Details)                                                
151: R136        Note 23 - Stock-based Compensation Plan - Summary   HTML     76K  
                of Stock Option Activity (Details)                               
152: R137        Note 23 - Stock-based Compensation Plan - Summary   HTML     76K  
                of the Status of Nonvested Shares (Details)                      
153: R138        Note 24 - Accumulated Other Comprehensive Loss      HTML     88K  
                (Details Textual)                                                
154: R139        Note 24 - Accumulated Other Comprehensive Loss -    HTML    157K  
                Components and Changes in Accumulated Other                      
                Comprehensive Loss (Details)                                     
155: R140        Note 24 - Accumulated Other Comprehensive Loss -    HTML     80K  
                Reclassification Details (Details)                               
156: R141        Note 25 - Related Party Transactions -              HTML     55K  
                Transactions With Affiliates (Details)                           
157: R142        Note 26 - Operating Segment Information (Details    HTML     47K  
                Textual)                                                         
158: R143        Note 26 - Operating Segment Information -           HTML    181K  
                Financial Information By Segment (Details)                       
159: R144        Note 26 - Operating Segment Information - Revenues  HTML     84K  
                and Long-lived Assets By Geographical Area                       
                (Details)                                                        
160: R145        Schedule I - Condensed Financial Information of     HTML    119K  
                Registrant - Huntsman Corporation (Parent Only)                  
                Balance Sheets (Details)                                         
161: R146        Schedule I - Condensed Financial Information of     HTML     62K  
                Registrant - Huntsman Corporation (Parent Only)                  
                Balance Sheets (Details) (Parentheticals)                        
162: R147        Schedule I - Condensed Financial Information of     HTML     72K  
                Registrant - Huntsman Corporation (Parent Only)                  
                Statements of Operations (Details)                               
163: R148        Schedule I - Condensed Financial Information of     HTML     88K  
                Registrant - Huntsman Corporation (Parent Only)                  
                Statements of Comprehensive Income (Details)                     
164: R149        Schedule I - Condensed Financial Information of     HTML    170K  
                Registrant - Huntsman Corporation (Parent Only)                  
                Statements of Stockholders' Equity (Details)                     
165: R150        Schedule I - Condensed Financial Information of     HTML    116K  
                Registrant - Huntsman Corporation (Parent Only)                  
                Statements of Cash Flows (Details)                               
167: XML         IDEA XML File -- Filing Summary                      XML    337K  
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‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 97

 

HUNTSMAN CORPORATION

 

CLAWBACK POLICY

 

PURPOSE

 

Huntsman Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed.

 

ADMINISTRATION

 

This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.

 

COVERED EXECUTIVES

 

This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.

 

RECOUPMENT; ACCOUNTING RESTATEMENT

 

In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.

 

 

 

 

INCENTIVE-BASED COMPENSATION

 

For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.

 

Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.

 

A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an accounting restatement; revenue per user, or average revenue per user, where revenue is subject to an accounting restatement; cost per employee, where cost is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.

 

OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY

 

The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the Incentive-Based Compensation award is attained, even if the vesting, payment or grant of the Incentive-Based Compensation occurs after the end of that period.

 

2

 

For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.

 

METHOD OF RECOUPMENT

 

The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:

 

 

requiring reimbursement of cash Incentive-Based Compensation previously paid;

 

 

seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation;

 

 

offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive;

 

 

cancelling outstanding vested or unvested equity awards; and/or

 

 

taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee.

 

LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS

 

The right to recovery will be limited to Overpayments received during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.

 

NO INDEMNIFICATION

 

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.

 

INTERPRETATION

 

The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.

 

3

 

EFFECTIVE DATE

 

This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual.

 

AMENDMENT; TERMINATION

 

The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.

 

OTHER RECOUPMENT RIGHTS

 

The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.

 

IMPRACTICABILITY

 

The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee determines such recovery would be impracticable because:

 

(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;

 

(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or

 

(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

 

SUCCESSORS

 

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

 

4

Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/22/24None on these Dates
For Period end:12/31/23
11/28/22
 List all Filings 


27 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/23  Huntsman Corp.                    8-K:5,9     4/21/23   12:491K                                   Toppan Merrill/FA
 5/23/22  Huntsman Corp.                    8-K:1,2,9   5/20/22   12:1.2M                                   Toppan Merrill/FA
 7/30/21  Huntsman Corp.                    10-Q        6/30/21  100:18M                                    RDG Filings/FA
 5/26/21  Huntsman Corp.                    8-K:1,8,9   5/24/21   14:889K                                   Toppan Merrill/FA
 2/12/21  Huntsman Corp.                    10-K       12/31/20  177:34M                                    RDG Filings/FA
 2/19/20  Huntsman Corp.                    8-K:5,9     2/13/20   12:441K                                   Toppan Merrill/FA
 2/13/20  Huntsman Corp.                    10-K       12/31/19  166:38M                                    Toppan Merrill Bridge/FA
 4/24/19  Huntsman Corp.                    8-K:1,9     4/18/19    3:3.7M                                   Toppan Merrill/FA
 3/13/19  Huntsman Corp.                    8-K:1,9     3/13/19    4:976K                                   Toppan Merrill/FA
 5/23/18  Huntsman Corp.                    8-K:1,2,9   5/21/18    2:924K                                   Toppan Merrill/FA
 4/26/17  Huntsman Corp.                    10-Q        3/31/17   85:24M                                    Toppan Merrill Bridge/FA
 2/15/17  Huntsman Corp.                    10-K       12/31/16  150:48M                                    Toppan Merrill-FA
 5/31/16  Huntsman Corp.                    S-8         5/31/16    9:267K                                   Toppan Merrill/FA
 5/11/16  Huntsman Corp.                    8-K:5,9     5/05/16    2:161K                                   Toppan Merrill/FA
 4/02/15  Huntsman Corp.                    8-K:1,2,9   3/30/15    4:3.5M                                   Toppan Merrill/FA
 2/18/15  Huntsman Corp.                    10-K       12/31/14  136:71M                                    Toppan Merrill-FA
 5/12/14  Huntsman Corp.                    8-K:5,9     5/08/14    3:236K                                   Toppan Merrill/FA
 5/02/13  Huntsman International LLC        8-K:1,2,9   4/29/13    3:1.9M                                   Toppan Merrill/FA
 5/05/11  Huntsman International LLC        10-Q        3/31/11   47:8.2M                                   Toppan Merrill-FA
 4/20/11  Huntsman International LLC        8-K:1,2,9   4/15/11    3:1.7M                                   Toppan Merrill/FA
 2/17/11  Huntsman International LLC        10-K       12/31/10   64:17M                                    Toppan Merrill-FA
10/22/09  Huntsman International LLC        8-K:1,2,9  10/16/09    5:3.4M                                   Toppan Merrill/FA
 2/22/08  Huntsman International LLC        10-K       12/31/07   17:3.7M                                   Toppan Merrill-FA
12/30/05  Huntsman Corp.                    8-K:1,9    12/23/05    5:482K                                   Toppan Merrill/FA
 2/08/05  Huntsman Corp.                    S-1/A                 18:1.1M                                   Toppan Merrill-FA
 2/08/05  Huntsman Corp.                    S-1/A                 18:1.1M                                   Toppan Merrill-FA
 1/28/05  Huntsman Corp.                    S-1/A¶                 7:5.2M                                   Toppan Merrill-FA
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