Slide 1: Supplemental Materials March 2022
Supplemental Materials (To Be Viewed in Combination With Starboard Investor Presentation Filed on February 28, 2022) March 2022
Slide 2: Disclaimer
Disclaimer This presentation is for discussion and general informational purposes only. It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice o
Slide 3: Huntsman's Willingness to Deceive Shareholders and Board Highlights Urgent Need for Change
We Believe Huntsman’s Willingness to Deceive Both Shareholders and the Board Highlights an Urgent Need For Change In its recent investor presentation, we believe Huntsman Corporation (“Huntsman” of the “Company”) makes numerous disingenuous and misleading claims to shareholders. If management is wil
Slide 4: Huntsman's Recent Presentation Contains Numerous Lies and Disingenuous Claims
We Believe Huntsman’s Recent Presentation Contains Numerous Lies and Disingenuous Claims Huntsman recently released an investor presentation with highly misleading claims that we will address in this presentation for the benefit of all shareholders. Highly Misleading Claims Reality Claims to have ac
Slide 5: Huntsman Has a History of Inconsistency When Selecting Peers
Beware: Huntsman Has a History of Inconsistency When Selecting Peers to Benchmark Performance As detailed in Starboard’s presentation filed on February 28, 2022, Huntsman utilizes two significantly different peer sets to benchmark performance and compensation, while also changing its Performance Pee
Slide 6: Huntsman Has Introduced Even More Peer Sets to Fit Its Narrative
Huntsman Has Also Now Introduced Even More Peer Sets to Seemingly Fit Its Narrative and Obscure Poor Performance In its latest shareholder presentation, we believe Huntsman is attempting to fool shareholders by cherry- picking “peers” to fit its narrative. There is seemingly no consistency or logic
Slide 7: Failed Shareholder Commitments
1. Failed Shareholder Commitments 7
Slide 8: Huntsman Failed to Deliver on 2017 Adjusted EBITDA Target
Huntsman FAILED to Deliver on the 2017 Adjusted EBITDA Target Promised at Its 2016 Investor Day At its 2016 Investor Day, Huntsman promised shareholders it would reach $1.3 billion of Adjusted EBITDA by 2017. However, Huntsman ultimately FAILED to deliver on its promise to shareholders, MISSING the
Slide 9: Huntsman Falsely Claims to Have Achieved Its Adjusted EBITDA Target
Huntsman Now Falsely Claims to Have Achieved Its Adjusted EBITDA Target by Pretending It Had Different Businesses in 2017 Huntsman falsely claims to have beat its 2017 Adjusted EBITDA target set at the 2016 Investor Day. To justify this narrative, the Company is not only pretending that it had a dif
Slide 10: Huntsman's Claim Relies on Rewriting History of Its Portfolio
Huntsman’s False Claim Relies On Rewriting History to Pretend It Had a Different Portfolio Mix in 2017 The Company is pretending it exceeded its 2017 Adjusted EBITDA target by making a highly misleading comparison to a hypothetical Huntsman. The REAL Huntsman FAILED to deliver on its promises. Adjus
Slide 11: Huntsman Failed to Deliver on Its 2017 Adjusted EBITDA Target
Again, To Be Clear, Huntsman FAILED to Deliver on Its 2017 Adjusted EBITDA Target In 2017, the REAL Huntsman, which included the Chemical Intermediates business, FAILED to deliver on its 2016 Investor Day Adjusted EBITDA promise to shareholders. 2017 Adjusted EBITDA Target v. Actuals ($ in millions)
Slide 12: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 13: Huntsman Failed on All Its 2018 Investor Day Promises
Huntsman Also Failed to Execute on ALL Its 2018 Investor Day Promises to Shareholders In its 2018 Investor Day, the Company expressed confidence that it could improve its share price to ~$60 per share by 2020. The Company ultimately FAILED to deliver on its commitment.(1) 2018 Investor Day Goal Impr
Slide 14: Huntsman Claims to Have Almost Achieved Its 2018 Adjusted EBITDA Target
However, Huntsman Now Deceitfully Claims to Have Almost Achieved Its 2018 Investor Day Adjusted EBITDA Target Huntsman claims to have almost met its 2018 Investor Day target by extending the timeline to achieve (i.e. from 2020 to 2021) and by including contributions from acquired businesses. Excerpt
Slide 15: In 2018 Huntsman Promised 10% Organic Adjusted EBITDA Growth
Again, to Be Clear, In 2018 Huntsman Promised Investors Adjusted EBITDA Would Grow 10% Per Year ORGANICALLY At the 2018 Investor Day, Huntsman committed to 10% organic Adjusted EBITDA growth with “no additional M&A” through 2020. Excerpt From 2018 Investor Day Huntsman promised organic annual Adjust
Slide 16: Huntsman Includes M&A to Claim It Achieved an Organic Target
However, Huntsman Is Now Attempting to Deceive Investors By Including M&A to Claim It Achieved an Organic Target At the 2018 Investor Day, Huntsman clearly promised investors it would achieve Adjusted EBITDA growth of 10% per year without relying on M&A. The Company is now attempting to include posi
Slide 17: Even Extending to 2021, Huntsman Failed 2018 Investor Day Target
Even When Extending the Analysis to 2021, Huntsman STILL FAILED to Deliver on Its 2018 Investor Day Target We believe Huntsman is making a fundamentally flawed comparison to claim it nearly achieved its 2018 Investor Day target. Huntsman is understating its Adjusted EBITDA target while overstating i
Slide 18: Company Was Expected to Miss 2018 Target Even Before the Pandemic
In Fact, the Company Was Expected to Significantly MISS Its 2018 Investor Day Target Even Before the Pandemic We believe shareholders should be asking whether the Company was expected to deliver on its 2018 Investor Day target prior to the pandemic. The answer is a resounding NO. At the end of 2019,
Slide 19: Huntsman Failed to Execute on All 2018 Investor Day Promises
Again, In Addition to Adjusted EBITDA, Huntsman Failed to Execute on ALL 2018 Investor Day Promises In its 2018 Investor Day, the Company and expressed confidence that it could improve its share price to ~$60 per share by 2020. The Company ultimately FAILED to deliver on its commitment.(1) 2018 Inve
Slide 20: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead Its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 21: Huntsman Also Failed on Its 2014 Investor Day Promise
Huntsman Also Failed to Execute on Its 2014 Investor Day Promise (Which Is Conveniently Ignored by the Company) At the 2014 Investor Day, the Company targeted achieving $2.0 billion of Adjusted EBITDA by 2016, and not only FAILED to achieve its initial target, but Adjusted EBITDA actually declined i
Slide 22: Quick to Make Promises But Never Seems to Deliver
Again, This Is a Company That Is Quick to Make Promises But Never Seems to Deliver The Company hosted three investor days prior to 2021 – one in 2014, 2016, and 2018. At each investor day, the Company repeatedly made commitments to shareholders but ultimately failed to deliver. Summary of Past Inves
Slide 23: November 2021 Investor Day Made Even More Promises
In November 2021, Huntsman Hosted Yet Another Investor Day and Made Even More Promises to Shareholders In November 2021, the Company hosted an Investor Day, again committed to improving financial performance, and expressed confidence that the Company would finally be able to deliver on its commitmen
Slide 24: Huntsman's Own Evidence Seems to Refute Its Credibility Claim
Huntsman Claims Its Promises Are Credible, Yet the “Evidence” It Cites Seems to Refute Its Own Claim Huntsman claims it has credibility with shareholders and Wall Street analysts, yet its own “evidence” demonstrates the market does not believe the Company will achieve its latest set of promises. Exc
Slide 25: Wall Street Consensus Agrees Huntsman Lacks Credibility
Wall Street Consensus Agrees: Huntsman Does Not Have Credibility On Its Latest Investor Day Promises We believe Wall Street consensus estimates suggest a high degree of skepticism regarding the Company’s 2021 Investor Day targets as estimated Adjusted EBITDA margins continue to be well below the low
Slide 26: Why Should Shareholders Believe the Promises Will Be Fulfilled?
After Years of Failure, Why Should Shareholders Believe the Company’s Promises Will Finally Be Fulfilled? The Company has already fooled shareholders three times since 2014 – why will this time be different? Investor Day Commitment Achieved? Fooled Shareholders 2014 Investor Day Achieve $2.0 billion
Slide 27: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 28: Poor Capital Allocation
2. Poor Capital Allocation 28
Slide 29: Huntsman Deceives by Suggesting It Turned Around Textile Effects
We Believe Huntsman Is Attempting to Deceive Shareholders By Suggesting It Turned Around Textile Effects We believe Huntsman is using an arbitrary and highly misleading date to falsely portray a turnaround. The Company acquired Textile Effects in 2006 when it was generating $92 million of Adjusted E
Slide 30: Textile Effects Was Acquired in 2006 With $92 Million Adjusted EBITDA
The Reality Is That Textile Effects Was Acquired in 2006 With $92 Million of Adjusted EBITDA In 2006, Huntsman acquired a manufacturer of textile dyes and chemicals from Ciba Specialty Chemicals that had $1 billion of revenue and $92 million of Adjusted EBITDA. Huntsman Announced the Acquisition of
Slide 31: Textile Effects Pitched as High Return Growth Project
Textile Effects Was Pitched to Shareholders As a “High Return Growth Project” and “Immediately Accretive” to Earnings Huntsman promised shareholders that Textile Effects would have an immediate positive impact on the Company’s financial performance, and was consistent with the Company’s strategy to
Slide 32: Textile Effects Expected to Improve Profitability to $150 Million
Textile Effects Was Even Expected to Improve Profitability by 70% Post-Acquisition to $150 Million The Company was so optimistic about Textile Effects that it even promised shareholders Adjusted EBITDA would improve ~70% to $150 million WITHIN TWO YEARS of acquisition. Unfortunately, over the past f
Slide 33: Over 16 Years, Huntsman Failed to Improve Adjusted EBITDA to $150 Million
Over 16 Years, Huntsman Failed to Execute on Its Promise to Improve Adjusted EBITDA to $150 Million Huntsman is using an arbitrary and highly misleading date to falsely portray a turnaround. The Company acquired Textile Effects in mid-2006 when the business had been generating $92 million of Adjuste
Slide 34: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 35: 2018 Promise to Monetize Remaining 53% Venator Interest
At Its 2018 Investor Day, the Company Promised to Monetize Its REMAINING 53% Interest in Venator for ~$1 Billion In May 2018, when Huntsman hosted its 2018 Investor Day, the Company owned a 53% stake in Venator. The Company promised shareholders that it would monetize this REMAINING 53% stake for ~$
Slide 36: Company Disposed of Venator at Fire Sale Prices for Only $140 Million
The Company FAILED to Deliver on Its Promise and Instead Disposed of Venator At “Fire Sale” Prices for ONLY $140 Million Instead of fulfilling its promise to sell its 53% stake in Venator for ~$1 billion, the Company FAILED to deliver on its promise and realized ONLY $140 million in proceeds after c
Slide 37: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 38: Governance and Compensation
3. Governance and Compensation 38
Slide 39: Prior to Starboard's Involvement, Board Avoided Any Real Refreshment
Prior to Starboard’s Involvement, the Board Had Avoided Any Real Refreshment Prior to Starboard’s involvement in 2021, there was no refreshment of highly-conflicted directors. Rather, the Board merely added new directors while keeping legacy interlocked directors in key positions of power. Huntsman
Slide 40: Board Repeatedly Waived Its Own Refreshment Policies
In Fact, the Board Even Repeatedly Waived Its Own Policies Intended to Promote Refreshment The Company’s corporate governance guidelines prohibit directors 75 years old and over from being nominated at the annual meeting. However, for three consecutive years, the Board repeatedly waived this retirem
Slide 41: Board Rushed Through a Sham Refreshment Process
Only After Starboard’s Involvement, Did the Board Rush Through a Sham Refreshment Process After avoiding any real refreshment for years, and only after facing pressure from Starboard, the Board rushed through a sham process that replaced four committee chairs with three directors lacking necessary e
Slide 42: Board Selected Individuals Not Equipped to Provide Oversight
In Doing So, the Board Selected Individuals We Believe Are Not Equipped to Provide Oversight Given Their Lack of Experience We believe the Board requires strong, capable, and independent directors that are willing to hold management accountable, and question whether recently appointed directors will
Slide 43: Huntsman Claims a Multi-Year Refreshment Process
However, Huntsman Now Deceitfully Claims to Have Undergone a “Multi-Year”’ Refreshment Process Huntsman alleges to have credibility with the broader market, but its own evidence demonstrates the market does not believe the Company will achieve its latest set of promises to shareholders. Excerpt from
Slide 44: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 45: Huntsman Claims Executive Pay Aligned With Performance
Huntsman Separately Claims To Have Aligned Executive Pay with Performance, Yet The Company’s Own “Evidence” Proves Otherwise Huntsman cites an ISS report to claim executive pay is aligned with performance, but conveniently omits the rest of the report which shows executive pay is NOT aligned with pe
Slide 46: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 47: Financial Underperformance
4. Financial Underperformance 47
Slide 48: Core Reporting Segments Have Not Changed in 15 Years
Huntsman Claims to Have Transformed the Business, But Its Core Reporting Segments Have Not Changed in 15 Years Fifteen years ago, management declared that it had transformed the portfolio and had become a differentiated chemical company. Today, management is again saying the same thing with the same
Slide 49: Transformation Story Same as Told Fifteen Years Ago
The Company’s Transformation Story Is Also Largely the Same As What Was Told to Shareholders Fifteen Years Ago The Company seems to be suggesting that it has only recently become a differentiated chemicals company and so is finally appropriately positioned for commercial and financial success. Do no
Slide 50: Portfolio Transformation Seems Ineffective as Margins Deteriorate vs Peers
Huntsman’s Supposed Portfolio Transformation Seems Ineffective, as Margins Have Continued to Deteriorate Relative to Peers The Company’s profitability has not meaningfully improved since its IPO and continues to trail the profitability of both Performance and Primary Peers. Historical Adjusted EBITD
Slide 51: Huntsman Conflating SG&A Expense Ratio With Profitability
Huntsman Seems to Be Deliberately Conflating SG&A Expense Ratio With Profitability In Order to Fool Shareholders In Huntsman’s latest investor presentation, the Company compares its operating expense ratio to peers while claiming it has undergone “margin enhancement.” Operating expense ratio is not
Slide 52: Company Arbitrarily Selecting Companies for SG&A Benchmarking
In Addition, the Company Seems to Be Arbitrarily Selecting Companies for Benchmarking Its SG&A Expense Ratio The Company’s SG&A expense benchmarking excludes five of its Performance Peers with seemingly no justification, while arbitrarily adding two new companies. Performance Peers As Defined in Arb
Slide 53: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 54: Company Focused on SG&A Ratio Because Profitability Is Subpar
We Believe the Company Tried to Focus Shareholders on Its SG&A Expense Ratio Because Its Profitability Is Subpar We believe a complete and objective benchmarking of Huntsman’s Adjusted EBITDA margins clearly demonstrates that Huntsman’s profitability trails peers. 2021 Adjusted EBITDA Margin – Hunts
Slide 55: Peers All Had Record-Setting Years
Huntsman Claims Recent Performance Represents a Turning Point…We Are Skeptical As Peers All Had Record-Setting Years Huntsman Claims 2021’s Results Are Evidence of Strong Momentum and Improved Execution “Today, I am pleased to report record 2021 adjusted earnings of $18.12 per share and record free
Slide 56: Share Price Underperformance
5. Share Price Underperformance 56
Slide 57: Huntsman Has Underperformed Peers and Market Since IPO
Huntsman Has Underperformed Its Peers and the Broader Market Across Almost Every Time Period Since IPO When compared against Performance Peers, Primary Peers, the broader chemical industry, and even the S&P 500, it seems clear that the Company has FAILED to create shareholder value across almost eve
Slide 58: Huntsman Obscures Poor TSR Using Arbitrary Benchmarks and Periods
We Believe Huntsman Is Trying to Obscure Its History of Poor TSR by Using Arbitrary Benchmarks and Arbitrary Time Periods Huntsman cites five-year TSR as evidence of a “track record of creating shareholder value” but does not justify why five-year is notable, fails to analyze any other time period,
Slide 59: Management's Willingness to Mislead Emphasizes Need for Change
We Believe Management’s Willingness to Mislead its Board and Shareholders Emphasizes the Dire Need for Change Management has repeatedly attempted to mislead shareholders. While Starboard and its nominees see through these transparent efforts, we believe the Board has unfortunately been fooled due to
Slide 60: Starboard's Past Investments
6. Starboard’s Past Investments 60
Slide 61: Starboard Engaged With GCP After Years of Mismanagement
Starboard Engaged With GCP to Protect Shareholders After Years of Mismanagement and Poor Results Huntsman is attempting to mislead shareholders on Starboard’s involvement with GCP Applied Technologies Inc. (“GCP”). Prior to Starboard’s involvement, GCP had very strong similarities to Huntsman in ter
Slide 62: Timeline of Starboard's Engagement With GCP
Timeline of Starboard’s Engagement With GCP Below is a factual timeline of Starboard’s engagement with GCP through the 2020 Annual Meeting, when shareholders overwhelmingly voted to support Starboard’s majority slate of director nominees. After GCP misses revenue estimates for seven GCP announces a
Slide 63: Timeline of Starboard's Engagement With GCP (cont'd.)
Timeline of Starboard’s Engagement With GCP (cont’d.) Below is a factual timeline of Starboard’s engagement with GCP from the 2020 Annual Meeting through December 2021 when GCP announced its sale to Saint-Gobain. The Board oversees and helps management navigate significant COVID-related headwinds, G
Slide 64: Starboard Helped Stabilize GCP and Created Shareholder Value
Starboard and Its Slate of Strong, Independent Directors Helped Stabilize GCP, and Created Significant Value for Shareholders Huntsman is attempting to mischaracterize Starboard’s involvement with GCP – below we address Huntsman’s accusations and set the record straight. Setting the Record Straight
Slide 65: Starboard's Most Recent Chemicals Investment in Corteva
Huntsman Conveniently Ignores Starboard’s Most Recent Chemicals Investment in Corteva Huntsman is attempting to mislead shareholders regarding Starboard’s engagement with companies in the chemical industry. We believe Starboard’s most recent chemical-related investment in Corteva, Inc. (“Corteva”) d
Slide 66: Starboard's Public Engagement With Corteva Has Been Constructive
We Believe Starboard’s Public Engagement With Corteva Has Been Highly Constructive Starboard has worked constructively with Corteva to introduce new Board members with deep industry expertise and new perspectives that are committed to driving a culture of accountability and helping create significan
Slide 67: Starboard and Its Nominees
7. Starboard and Its Nominees 67
Slide 68: Starboard Proposed a Slate of Strong, Independent Nominees
Starboard Has Proposed a Slate of Strong, Capable, and Independent Nominees That Will Help Drive Accountability at Huntsman We have compiled a diverse slate of experienced chemical executives and seasoned public company board members who we believe will help instill accountability, improve performan
Slide 69: Wall Street Analysts Believe Nominees Are Well-Qualified
Wall Street Analysts Also Believe Our Director Nominees Are Incredibly Well-Qualified Wall Street analysts have expressed enthusiasm for the quality of Starboard’s director nominees, and seem to believe they will be incredibly valuable in helping the Company improve accountability and execution. “…w
Slide 70: Wall Street Analysts Believe Nominees Are Well-Qualified (cont'd.)
Wall Street Analysts Also Believe Our Director Nominees Are Incredibly Well-Qualified (cont’d.) Wall Street analysts have expressed enthusiasm for the quality of Starboard’s director nominees, and seem to believe they will be incredibly valuable in helping the Company improve accountability and exec
Slide 71: James L. Gallogly
James L. Gallogly Mr. Gallogly’s significant operating, financial, and environmental management experience as a senior executive within the chemicals industry, as well as his significant public company board experience would make him a valuable addition to the Board. Mr. Gallogly previously served
Slide 72: Mr. Gallogly Has Unmatched Chemical Industry Experience
Mr. Gallogly Has Unmatched Chemical Industry Experience Encompassing Both Operating and Public Company Board Roles Mr. Gallogly is among the most well-regarded chemical industry executives given his long track record of creating substantial shareholder value as both an executive and director. Mr. Ga
Slide 73: Peter Huntsman Complimented Mr. Gallogly's Track Record
Even Peter Huntsman Complimented Mr. Gallogly For His Track Record of Creating Immense Value for Shareholders Mr. Gallogly was the Chief Executive Officer at LyondellBasell (“LYB”) from 2009 to 2015. During his tenure, Mr. Gallogly created significantly more value for shareholders than other chemica
Slide 74: Sandra Beach Lin
Sandra Beach Lin Ms. Lin’s significant leadership experience as a senior executive in both the hybrid chemicals and broader industrials industries, coupled with her considerable experience serving on public company boards, would make her a valuable addition to the Board. Ms. Lin is the former Pres
Slide 75: Ms. Lin Has Vast Operating Experience in Specialty Chemicals
Ms. Lin Has Vast Operating Experience at Specialty Chemical and Materials Companies That Are Highly Relevant to Huntsman Overview of Ms. Lin’s Deep Operating Experience in Areas Highly Relevant for Huntsman Specialty Sales & Org. Global Position Materials Marketing Redesign P&L Commentary • Led buil
Slide 76: Ms. Lin Has Commercial Expertise Across Many End-Markets
Ms. Lin Has Significant Commercial Expertise Across a Wide Variety of End-Markets That Are Highly Relevant to Huntsman Ms. Lin’s Operating Experience Across End Markets Highly Relevant to Huntsman Coatings, Adhesives, Energy and Sealants, & Battery Paints and Packaging & Position Transportation Elas
Slide 77: Ms. Lin Is a Seasoned Public Company Director
Ms. Lin Is Also a Seasoned Public Company Director With Immense and Relevant Experience Ms. Lin’s Public Company Board Experience Committees Gov Audit Comp ESG Tech Policy Commentary American (1) • Public utility holding company with nearly $50 billion market Electric Power (2012 – Present) P (Chair
Slide 78: Susan C. Schnabel
Susan C. Schnabel We believe that Ms. Schnabel’s substantial business experience and financial background, coupled with her extensive experience serving as a director of public and private companies, would make her a valuable addition to the Board. Ms. Schnabel is the Co-Founder and Co-Managing Pa
Slide 79: Ms. Schnabel Is a Well-Qualified Nominee
Ms. Schnabel Is an Incredibly Well-Qualified Nominee with Substantial Public Company Board and Chemicals Experience Ms. Schnabel is a chemical engineer by background, has had a highly successful career as a private equity investor, and is a seasoned public board member with deep understanding of gov
Slide 80: Ms. Schnabel Oversaw Value Creation at Versum Materials
Ms. Schnabel Oversaw Tremendous Value Creation for Shareholders at Versum Materials From October 2016 to October 2019, Ms. Schnabel served as a member of Versum Materials, Inc.’s (“VSM”) Board of Directors. Versum was a specialty electronic chemicals company, and meaningfully outperformed both the S
Slide 81: Ms. Schnabel Was a Key Investor in Rockwood Holdings
Ms. Schnabel Was a Key Investor in Rockwood Holdings, Which Created Significant Value for All Shareholders Ms. Schnabel was a key investor and board member during the transformative stages of Rockwood Holdings, a specialty chemicals company. Rockwood was ultimately sold to Albemarle, generating high
Slide 82: Jeffrey C. Smith
Jeffrey C. Smith We believe that Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable addition to the Board
Slide 83: Appendix
Appendix STARBOARDAYJALUE™ 83
Slide 84: Board Uses Two Peer Sets: Compensation and Performance
For Reference, the Board Uses Two Peer Sets, One For Benchmarking Compensation, and One for Performance The Board relies on two peer sets which are publicly disclosed in its Annual Proxy statement. Proxy Peers are used to help the Board benchmark management compensation, and Performance Peers are us
Slide 85: Companies in the Board's Two Peer Sets
The Companies In the Board’s Two Peer Sets As Reported In the Company’s Proxy Statement Are Provided Below An overview of the companies included in each peer set is shown below. Overview of the Company’s Proxy and Performance Peers per the Company’s 2021 Proxy Statement Proxy Peers Performance Peers
Slide 86: Starboard Will Also Reference Primary Peers
Starboard Will Also Make Reference to Primary Peers, a Peer Set Based on the Company’s Own Disclosures Within the Performance Peers, the Company has historically made reference to Celanese, Dow, and Eastman as the most comparable to Huntsman – both the 2014 and 2016 Investor Days showed these three
Slide 87: Management References Primary Peers as Most Comparable
Management Has Made Reference to the Primary Peers as Being Most Comparable to Huntsman on Multiple Occasions Over the years, on multiple occasions, management has also referred to Celanese, Dow, and Eastman as the most comparable companies to Huntsman. Examples of Management References to Celanese,
Slide 88: Wall Street Analysts Reference Primary Peers as Most Comparable
Wall Street Analysts Have Also Made Reference to the Primary Peers as Being Most Comparable to Huntsman Wall Street analysts have noted that Huntsman shares a highly comparable commodity-to-specialty business mix as Celanese and Eastman. Examples of Wall Street Analyst References to Celanese and Eas
Slide 89: Starboard Only References Three Peer Groups
Starboard Only References Three Peer Groups, All Based on the Company’s Own Disclosures and Comments As a result, when discussing TSR and financial performance, we also make reference to Celanese, Dow, and Eastman as “Primary Peers.” Overview of Peer Groups Referred to in This Presentation Proxy Pee
Slide 90: Company Cherry-Picks Companies to Fit a Misleading Narrative
In Contrast, Throughout Its Presentation, the Company Seems to Cherry-Pick Companies to Fit a Highly Misleading Narrative In its latest shareholder presentation, we believe Huntsman is attempting to fool shareholders by cherry- picking “peers” to fit its narrative. There is no seeming consistency or