EASTMAN CHEMICAL CO EMN

38% shingled-prose overlap between the two filings.

2025: 51,248 chars · 2026: 53,122 chars

• Committee Report:22% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):64% overlap (3,648 → 3,636 chars)
• Say-on-Pay proposal:18% overlap (24,999 → 25,000 chars)

• newCostaChief Executive Officer ("CEO")William T.
• changedMcLain, Jr.Executive Vice President and Chief Financial Officer ("CFO")Brad OfficerBradA.
• changedLichExecutive Vice President and Chief Commercial Officer ("CCO")B. OfficerStephenG.
• newTravis SmithExecutive Vice President, Additives & Functional Products, Manufacturing, WWE&C and HSE*Christopher M.
• newKillianSenior Vice PresidentChief Technology Officer ("CTO") and Chief Sustainability Officer ("CSO")*** WWE&C refers to Worldwide Engineering & Construction and HSE refers to Health, Safety and Environment.
• new** Retired effective December 31, 2025
• newExecutive Summary50"The Compensation Committee recognizes that high-performing talent and leadership are primary drivers of long-term value creation.
• newAs such, we have designed our executive compensation program to enable the Company to attract, retain and motivate high-performing executives for the purpose of developing and executing upon a growth strategy that delivers sustainable, long-term value for stockholders." - James J.
• newO'BrienCompensation and Management Development Committee Chair2025 Performance Highlights50Stockholder Engagement53Compensation Best Practices55Eastman Compensation Objectives, Philosophy and Program55Role of the Compensation Consultant57Compensation Peer Group58Elements of our Executive Compensation Program592025 Compensation Overview60Base Salary61Annual Incentive Compensation 61Long-term Incentive Compensation64Other Compensation and Benefits66Executive Termination and Change-in-Control Agreements67Analysis of Executive Compensation Risk67Compensation Recoupment “Clawback” Policies67
• new2026 Proxy Statement49
• new2025 Performance Highlights*
• newDespite a challenging operating environment in 2025, our team demonstrated the resilience of our portfolio and the strength of our cash generation.
• newIn 2025, we generated cash from operating activities approaching $1 billion, which reflects our disciplined approach to capital and cost management.
• newOur commercial teams were able to effectively defend the value of our products while we remained focused on structural cost discipline throughout the year to protect margins and preserve competitiveness in challenging market conditions.
• newWe continued to prioritize shareholder returns and raised the dividend for the 16th consecutive year.
• newIn total, we returned approximately $500 million through dividends and share repurchases.
• newWe also advanced our strategic growth initiatives, which included achieving our Kingsport methanolysis operational goals and producing more than 2.5 times the recycled content versus 2024.Revenue: $8.75B EBIT: $776M Adj.
• newEBIT: $930M*EPS: $4.10 Adj.
• newEPS: $5.42* Operating Cash Flow: $970MReturned approx. $500M to stockholders through dividends and share repurchasesThe Company achieved its best ever personal and process safety performance*See Annex B for reconciliation of financial measures under U.S. GAAP to non-GAAP financial measures.Key Changes to the Company’s Compensation Program in 2024 and 2025:Annual Incentive Plan:•Adjusted the weighting of the primary financial performance measures to enhance focus on cash generation for 2025 to drive a disciplined approach to capital and cost management.
• changed•Refined to include •Includedstrategic and operational goals to focus (20%)focusedon improvements in safety, new business from innovation, and Company culture to provide better alignment with Company strategy.
• changedLong-Term Incentive Plan:•Introduced restricted stock units (20%), along with performance share awards (60%) and stock options (20%), to provide resilience across business cycles and varying market conditions.•Replaced the matrix multiplier table with separate formulas for relative total shareholder return and return on invested capital metrics to provide a simple and direct framework for measuring and communicating our performance award objectives.•Included strategic performance metrics in the annual incentive plan and eliminated objectives.•Eliminatedthe payout modifier used for performance share award payouts in priorplans.PeerGroup:•Realignedourcompensationpeergrouptofocusonspecialtychemicalandadvancedmaterialscompaniesdrivinginnovation,sustainablesolutions,andthe long-term circulareconomy.•Weselectedpeersthathaveahigh-levelofmarketandgeographiccomplexitysimilartoEastman.ClawbackPolicy:•Adoptedseparatepolicy(beyondtheDoddFrankrequiredpolicy)thatprovidesfortheclawbackofincentive plan. compensationforseniorexecutivesintheeventofdetrimentalconduct.
• newThe underlying strategic performance metrics are generally considered more actionable and effective over a shorter time horizon allowing plan participants to more quickly respond to macroeconomic, geopolitical and global trade developments.
• newPeer Group:•Further refined our compensation peer group to focus on specialty chemical and advanced materials companies driving innovation, sustainable solutions, and the circular economy.•We selected peers that have a high-level of market and geographic complexity similar to Eastman.Clawback Policy:•Adopted a separate policy (beyond the Dodd Frank required policy) that provides for the clawback of incentive compensation for senior executives in the event of detrimental conduct.
• new502026 Proxy Statement
• changedComponentVesting PeriodHow Pay is DeterminedWhy We Pay EachComponent Annual BaseSalaryOngoingScope of responsibilitiesWork experienceIndividual performanceComparable BaseSalaryOngoingComparablepay for similar jobs at peer group companiesComparable companiesScopeofresponsibilitiesWorkexperienceComparablepay of other Eastman executives and for other Eastman jobsRecognize jobsIndividualperformanceRecognizejob responsibilities and contributionsAttract and retain executive talentAnnualIncentiveCompensationOpportunity1 yearTarget awards are set as a percent of salary based on competitive data for similar jobs Payouts based on business and individual performance compared to pre-set goals and targetsMotivate attainment of short-term business objectives and individual performance commitments consistent with long-term strategic plans Long-TermIncentiveCompensationOpportunity3 years•performance yearsperformanceshares (60%)•restricted (60%)restrictedstock units (20%) ________________________stock stockoptions (20%) graduated vesting period with full vesting over 3 yearsAwards reflect yearsTargetawardsarea targeted dollar value based on competitive data; individual payouts awardsbased on business and individual performance, contribution, and long-term potentialPayouts and appreciation based on long-term capital returns and stock price appreciationMotivate attainment of long-term corporate performance resulting in stock price appreciationEncourage ownership mindset by aligning interests with stockholdersAttract and retain executive talent
• new2026 Proxy Statement51
• changed2025 2024CEO Earned or Accrued Compensation
• changedWe have included the tabular disclosure below to provide additional transparency around the compensation earned or accrued by the CEO in 2025, 2024,and the important distinctions from the “Summary Compensation Table” ("SCT") required disclosures.
• changedThe difference in values for total compensation is solely attributable to the different valuation methodologies for the 2025 2024Performance Share Awards ("PSAs"), 2025 2024Restricted Stock Unit Awards ("RSUs"), and the 2025 2024Option Grant.
• changedThe 2025 2024CEO Earned or Accrued Pay is designed to reflect: (i) the value of the 2025 2024PSAs and RSUs based on performance against financial targets to-date and year-end stock price and (ii) the value of the Option Grant based on the difference between the exercise price and stock price as of year-end.
• newThe value of our CEO's approved target total direct compensation ("TDC") was approximately 50% of the approved target as of December 31, 2025, which includes an annual incentive compensation payout of 47% of target for 2025.
• changedThe “Summary Compensation Table” reflects values for the 2025 2024PSAs, RSUs, and Option Grant based on accounting and actuarial financial models to estimate the grant date fair value of the awards.
• changedThe table below shows the compensation earned by or accrued for the CEO for 2025, 2024,and the estimated worth of the PSAs, RSUs, and stock options granted in 2025, 2024,based on the differences between the grant date price and the stock price as of year-end.
• changedThe year-end share price was $63.83; $91.32,the grant date share price of the PSAs was $101.28; $86.88,the grant date share price of the RSUs was $100.56; $86.15,and the exercise price of the stock options was $100.56. $86.15.
• newThe graphic below reflects the strong alignment between Eastman's executive compensation plan and our CEO compensation for 2025.
• new1 - In-the-money value at exercise price of $100.56.
• new2 - 20-day average (last 10 business days of 2024 and first 10 business days of 2025) used to derive number of 2025 performance shares granted.
• new3 - Grant Date price.
• new4 - Monte-Carlo simulation value used for 2025 performance shares in accordance with FASB Topic 718.
• new5 - Black-Scholes value of option used for 2025 options in accordance with FASB Topic 718.
• new6 - Actual closing price of Eastman stock on December 31, 2025.
• new522026 Proxy Statement
• newOur Board and management believe that proactive, transparent engagement with stockholders is essential to understanding stockholder priorities and concerns, which helps inform our decision-making processes.
• newWe strive to maintain an ongoing dialogue with stockholders and incorporate their feedback into our Board and committee deliberations.
• newInsights gathered through engagement are shared with the Board and its committees for assessment and response, helping to ensure that our governance practices and executive compensation program remain aligned with stockholder interests and promote long-term value creation.
• newWe continue to solicit input from stockholders on executive compensation, corporate governance, sustainability, and other matters, with particular focus on any concerns and potential enhancements that could further strengthen alignment between pay and performance, reinforce accountability, and advance our governance practices.
• new2025 Stockholder Engagement JanuaryQ4 2024 and FY2024 earnings call JuneDeutsche Bank Global Industrials, Materials & Building Products Conference Our primary engagement team:•Lead Independent Director•Chief Executive Officer and Board Chair•Chief Financial Officer•Investor Relations (Vice President - Investor Relations)•Human Resources (Chief Human Resource Officer)•Sustainability team (Chief Sustainability Officer)•Chief Legal Officer and Corporate SecretaryFebruary Barclays Industrial Select ConferenceAugustQ2 2025 earnings callMarchJP Morgan Industrial ConferenceSeptemberMorgan Stanley 13th Annual Laguna ConferenceAprilQ1 2025 earnings callNovemberQ3 earnings callFall engagement programHow we interact with stockholders•In-person or virtual meetings•Investor conferences•Annual stockholder meeting•Stockholder proposals•Written correspondence with investors throughout the yearMayAnnual Meeting of StockholdersDecemberCiti Basic Materials Conference
• newHow to communicate with Eastman
• newStockholders and other interested parties may send communications to the Board, any individual director, or the independent directors as a group in writing by mail or email to: Board of Directors, Eastman Chemical Company, c/o Corporate Secretary, P.O.
• newBox 1976, Kingsport, Tennessee 37662-1976, email: corpsecy@eastman.com and leaddirector@eastman.com.
• new2026 Proxy Statement53
• newWHAT WE HEARDHOW WE RESPONDEDHOW WE RESPONDED Incentive Compensation Plan DesignWe received requests for additional insight into the Committee's process for structuring the short- and long-term incentive compensation programs to ensure alignment with the Company's strategy when considering industry volatility and cyclicality.
• new•We have included additional disclosures in this CD&A that describe the Committee's deliberations regarding the design of incentive compensation programs that align with both the Company's short- and long-term strategic business plans and incent behaviors that not only drive performance necessary to deliver on strategic goals, but also create stockholder value.
• newPerquisites and Executive SecurityWe received requests for information regarding the Company's perquisite program and how the Company thinks about executive security in the current environment.
• new•We have provided additional disclosures regarding the Board's process for assessing and determining appropriate executive security protocols based on the results of an independent third-party assessment of risk.
• newSee "Perquisites" disclosure.Recent Changes to Compensation ProgramsInvestors expressed support for recent changes to the Company's executive compensation program and appreciation for the Company's responsiveness to stockholder feedback.
• new•The Company is committed to on-going stockholder engagement and dialogue, which provides valuable feedback on executive compensation, corporate governance, sustainability and other topics that help inform our decision-making processes.Board Tenure and Composition Investors requested additional insight into how the Board evaluates the alignment of director skills and experience with current strategic priorities.
• newInvestors were appreciative of the Board refresh process and balance of Board tenure given industry cycle and investment horizons.
• new•We have provided additional disclosures regarding the Board's approach to director succession planning, which includes a focus on strategy, evolving business needs, and overall tenure.
• newSee the “Key Areas of Board Oversight" section of this proxy statement.Board Oversight of Strategy and RiskInvestors requested more information about how the Board tracks and oversees topics such as geo-politics, supply chain resilience, strategy execution and climate matters.•We have provided additional disclosures regarding the Board risk oversight responsibilities in the "Key Areas of Board Oversight" section of this proxy statement.
• changedOver the last year, we have generallyreceived support and constructive feedback from our stockholders regarding our Compensation Committee’s actions, responsiveness, and intentions.
• newTo maintain and deepen that constructive dialogue, we engage proactively and transparently with our largest institutional holders, governance-focused investors, and other stakeholders through one‑on‑one meetings, investor days, regular investor relations outreach, and targeted written updates—particularly in advance of proxy season and when material compensation changes are contemplated.
• new542026 Proxy Statement
• changedBenchmarkexecutivepayandoverallprogramdesignandUse competitive peer company compensation data in making decisions about all components of pay.
• changedConduct an annual assessment bytheCompensationCommitteeof potential risks associated with the compensation program.
• changedConduct regular dialogue with investors and proxy advisory firms about executive pay programs programand practices.
• newAlignment of Executive Compensation with PerformanceThe Compensation Committee believes that a significant portion of our executive's total compensation should be performance-based with measurable goals that drive sustained value creation for the Company and its stockholders.
• newAccordingly, the Compensation Committee designs total compensation so that a meaningful portion is at risk and earned only when pre‑defined business and individual performance thresholds are met.
• newPay decisions reward demonstrated, measurable contributions to strategic priorities, long‑term enterprise value, and prudent risk management.
• newThis philosophy ensures that higher performance leads to higher realized pay, reinforcing accountability, long‑term focus, and alignment between executive actions and stockholder outcomes.Key principles•Performance‑based: Incentives (short‑ and long‑term) are tied to clear, quantifiable metrics—financial (e.g., revenue, profit, ROIC), strategic (e.g., market share, product milestones), and individual objectives—set and calibrated to reflect expected contribution and stretch performance.•Balanced time horizon: The program blends short‑term incentives to drive near‑term results with long‑term, equity‑based awards that vest on multi‑year performance and/or service conditions to encourage sustainable decision‑making.•Stockholder alignment: A significant portion of executive pay is equity‑based so realized compensation reflects realized stockholder value over time.•Risk‑aware design: Metrics, weightings, and governance are chosen to encourage appropriate risk‑taking and avoid incentives for excessive or short‑term risk.•Transparent governance: The Compensation Committee sets targets, reviews outcomes, and applies consistent calibration, and clawback policies if appropriate to preserve fairness and integrity.
• new2026 Proxy Statement55
• new562026 Proxy Statement
• changedFor 2025, 2024,the Compensation Committee:•Reviewed the design, terms, and value of each type of compensation and benefit for each NEO, including salary, annual incentive pay opportunities, and long-term stock-based compensation awards, perquisites and personal benefits, deferred accounts, and retirement plans;•Considered the estimated value of outstanding unvested, unexercised, and unrealized stock-based awards in its review of the types and values of each NEO's compensation; and•Determined the design, terms, amount, and forms of compensation considering:•Company and individual performance;•compensation relative to that for similar positions in other peer companies;•the mix of short- and long-term compensation, and total compensation, relative to other Eastman executive officers;•the types of corporate performance being incented, the levels and types of risk they encourage, and whether the compensation encourages managers to take unnecessary risks;•recommendations risks;•backgroundinformationandrecommendationsfrom the independent compensation consultant engaged by the Compensation Committee; and•the recommendations of the CEO ChiefExecutiveOfficerregarding pay for the other executive officers (the CEO does not participate in discussions or decisions regarding his compensation).
• new2026 Proxy Statement57
• newIn 2025, the Company generated approximately 56% of its revenue from outside North America and served customers in more than 100 countries.
• changedConsidering these factors, the Compensation Committee used the following criteria to determine the compensation Peer Group for 2025:•Industry. 2024:•Industry.
• changedRationale for Peer Group Changes:In 2025, 2024,we continued to realign realignedour Peer Group to focus on specialty chemical and advanced materials companies driving innovation, sustainable solutions, and the circular economy.
• changedWhile the new Peer Group did contain several companies that had a market capitalization significantly larger than Eastman’s, we believe revenue is better correlated to executive compensation than market capitalization, which can fluctuate with business / economic cycles and business model changes.
• changed*For purposes of determining 2025 compensation, the Compensation Committee revised the Peer Group to add Huntsman Corporation and remove Eaton Corporation Plc.
• changedThe Compensation Committee believes Huntsman Corporation is a better overall fit because it manufactures and sells diversified organic chemical products and is more closely aligned with the Compensation Committee's Peer Group selection criteria.

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