EASTMAN CHEMICAL CO, DEF 14A filed on 3/24/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name EASTMAN CHEMICAL COMPANY
Entity Central Index Key 0000915389
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100
Investment Based On:
Year (a)
Summary
Compensation
Table Total
for PEO
(b)1
Compensation
Actually Paid
to PEO
(c)1, 2
Average
Summary
Compensation
Table Total for
Other NEOs
(d)1
Average
Compensation
Actually Paid
to Other
NEOs
(e)1,2
Total
Shareholder
Return
(f)
Peer Group
Total
Shareholder
Return
(g)3
Net
Income
($ millions)
(h)
Adjusted
EBIT
($ millions)
(i)4
2025$19,498,966 ($5,788,579)$5,060,767 ($580,533)$75.81$119.03$475$930
2024
15,939,802 22,784,616 4,602,991 6,057,996 103.62 122.34 908 1,298 
2023
17,597,890 16,978,885 4,812,940 4,655,315 98.59123.66 8961,097 
2022
17,068,131
(12,049,295)
4,384,699
(1,407,170)
86.06111.31 7961,339 
2021
17,798,861
33,704,535
5,398,736
8,450,911
123.58125.94 8671,635 
        
Named Executive Officers, Footnote Mark J. Costa was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below.
20212022202320242025
William T. McLain, Jr.
William T. McLain, Jr.
William T. McLain, Jr.
William T. McLain, Jr.
William T. McLain, Jr.
Brad A. Lich
Brad A. Lich
Brad A. Lich
Brad A. Lich
Brad A. Lich
Lucian Boldea
Stephen G. Crawford
Stephen G. Crawford
Stephen G. Crawford
B. Travis Smith
Stephen G. Crawford
Perry Stuckey III
B. Travis Smith
B. Travis Smith
Christopher M. Killian
        
PEO Total Compensation Amount $ 19,498,966 $ 15,939,802 $ 17,597,890 $ 17,068,131 $ 17,798,861
PEO Actually Paid Compensation Amount $ (5,788,579) 22,784,616 16,978,885 12,049,295 33,704,535
Adjustment To PEO Compensation, Footnote The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the “Summary Compensation Table” Total with exclusions and inclusions of certain amounts for the PEO and the Other NEOs as prescribed by SEC rules and as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the “Summary Compensation Table.” Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the “Summary Compensation Table.” Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
(3) The Peer Group TSR set forth in this table utilizes the Company’s peer group, the S&P 1500 Chemicals Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 1500 Chemicals Industry Index. Historical stock performance is not necessarily indicative of future stock performance.
(4) We determined Adjusted EBIT, a Non-GAAP measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Other NEOs in 2025. Adjusted EBIT is defined as set forth above under “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program.” See Annex B of this proxy statement for a reconciliation of financial measures under accounting principles generally accepted in the United States (“GAAP”) to Adjusted EBIT, a description of excluded items, and related information.
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the “Summary Compensation Table” amounts.





Year
Summary
Compensation
Table Total for
Mark J. Costa
($)
Exclusion of
Change in
Pension Value for
Mark J. Costa
($)
Exclusion of
Stock Awards and Option Awards for Mark J. Costa
($)
Inclusion of
Pension Service
Cost for
Mark J. Costa
($)
Inclusion of
Equity Values for
Mark J. Costa
($)
Compensation
Actually Paid to
Mark J. Costa
($)
202519,498,966 (621,666)(15,960,351)268,839 (8,974,367)(5,788,579)





Year
Average
Summary
Compensation
Table Total for
Other NEOs
($)
Average
Exclusion of
Change in
Pension Value for
Other NEOs
($)
Average
Exclusion of
Stock Awards
and Options
Awards for
Other NEOs
($)
Average
Inclusion of
Pension Service
Cost for
Other NEOs
($)
Average
Inclusion of
Equity Values for
Other NEOs
($)
Average
Compensation
Actually Paid to
Other NEOs
($)
20255,060,767 (365,694)(3,439,187)117,159 (1,953,578)(580,533)

The amounts in the Inclusion of Equity Values in the table above are derived from the amounts set forth in the following tables.





Year
Year-End Fair
Value of Equity
 Awards Granted
During Covered
Fiscal Year
That Remained
Unvested as
of Last Day of
Covered Fiscal
 Year for
Mark J. Costa
($)
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Last Day of
Covered Fiscal
Year of Unvested
Equity Awards
Granted in Any
Prior Fiscal
Year for
Mark J. Costa
($)
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Mark J. Costa
($)
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Vesting Date
of Unvested
Equity Awards
Granted in Any
Prior Fiscal Year
that Vested
During Covered
Fiscal Year for
Mark J. Costa
($)
Fair Value at
Last Day of
Prior Fiscal Year
of Equity Awards
Forfeited
During Covered
Fiscal Year for
Mark J. Costa
($)
Value of Dividends
or Other
Earnings Paid on
Stock or Option
Awards During
the Covered Fiscal
Year Prior to the
Vesting Date Not
Otherwise
Included for
Mark J. Costa
($)
Total -
Inclusion of
Equity Values for
Mark J. Costa
($)
20257,041,592 (7,095,536)0(8,920,423)00(8,974,367)





Year
Average
Year-End Fair
Value of Equity
Awards Granted
During Covered
Fiscal Year
That Remained
Unvested as
of Last Day of
Covered Fiscal
Year for
Other NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Last Day of
Covered Fiscal
Year of Unvested
Equity Awards
Granted in Any
Prior Fiscal
Year for
Other NEOs
($)
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Other NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Vesting Date
of Unvested
Equity Awards
Granted in Any
Prior Fiscal Year
that Vested
During Covered
Fiscal Year for
Other NEOs
($)
Average
Fair Value at
Last Day of
Prior Fiscal Year
of Equity Awards
Forfeited
During Covered
Fiscal Year for
Other NEOs
($)
Average
Value of Dividends
or Other
Earnings Paid on
Stock or Option
Awards During
the Covered Fiscal
Year Prior to the
Vesting Date Not
Otherwise
Included for
Other NEOs
($)
Total -
Average
Inclusion of
Equity Values for
Other NEOs
($)
20251,517,363 (1,567,089)0(1,903,852)00(1,953,578)
        
Non-PEO NEO Average Total Compensation Amount $ 5,060,767 4,602,991 4,812,940 4,384,699 5,398,736
Non-PEO NEO Average Compensation Actually Paid Amount $ (580,533) 6,057,996 4,655,315 1,407,170 8,450,911
Adjustment to Non-PEO NEO Compensation Footnote The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the “Summary Compensation Table” Total with exclusions and inclusions of certain amounts for the PEO and the Other NEOs as prescribed by SEC rules and as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the “Summary Compensation Table.” Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the “Summary Compensation Table.” Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
(3) The Peer Group TSR set forth in this table utilizes the Company’s peer group, the S&P 1500 Chemicals Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 1500 Chemicals Industry Index. Historical stock performance is not necessarily indicative of future stock performance.
(4) We determined Adjusted EBIT, a Non-GAAP measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Other NEOs in 2025. Adjusted EBIT is defined as set forth above under “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program.” See Annex B of this proxy statement for a reconciliation of financial measures under accounting principles generally accepted in the United States (“GAAP”) to Adjusted EBIT, a description of excluded items, and related information.
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the “Summary Compensation Table” amounts.





Year
Summary
Compensation
Table Total for
Mark J. Costa
($)
Exclusion of
Change in
Pension Value for
Mark J. Costa
($)
Exclusion of
Stock Awards and Option Awards for Mark J. Costa
($)
Inclusion of
Pension Service
Cost for
Mark J. Costa
($)
Inclusion of
Equity Values for
Mark J. Costa
($)
Compensation
Actually Paid to
Mark J. Costa
($)
202519,498,966 (621,666)(15,960,351)268,839 (8,974,367)(5,788,579)





Year
Average
Summary
Compensation
Table Total for
Other NEOs
($)
Average
Exclusion of
Change in
Pension Value for
Other NEOs
($)
Average
Exclusion of
Stock Awards
and Options
Awards for
Other NEOs
($)
Average
Inclusion of
Pension Service
Cost for
Other NEOs
($)
Average
Inclusion of
Equity Values for
Other NEOs
($)
Average
Compensation
Actually Paid to
Other NEOs
($)
20255,060,767 (365,694)(3,439,187)117,159 (1,953,578)(580,533)

The amounts in the Inclusion of Equity Values in the table above are derived from the amounts set forth in the following tables.





Year
Year-End Fair
Value of Equity
 Awards Granted
During Covered
Fiscal Year
That Remained
Unvested as
of Last Day of
Covered Fiscal
 Year for
Mark J. Costa
($)
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Last Day of
Covered Fiscal
Year of Unvested
Equity Awards
Granted in Any
Prior Fiscal
Year for
Mark J. Costa
($)
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Mark J. Costa
($)
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Vesting Date
of Unvested
Equity Awards
Granted in Any
Prior Fiscal Year
that Vested
During Covered
Fiscal Year for
Mark J. Costa
($)
Fair Value at
Last Day of
Prior Fiscal Year
of Equity Awards
Forfeited
During Covered
Fiscal Year for
Mark J. Costa
($)
Value of Dividends
or Other
Earnings Paid on
Stock or Option
Awards During
the Covered Fiscal
Year Prior to the
Vesting Date Not
Otherwise
Included for
Mark J. Costa
($)
Total -
Inclusion of
Equity Values for
Mark J. Costa
($)
20257,041,592 (7,095,536)0(8,920,423)00(8,974,367)





Year
Average
Year-End Fair
Value of Equity
Awards Granted
During Covered
Fiscal Year
That Remained
Unvested as
of Last Day of
Covered Fiscal
Year for
Other NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Last Day of
Covered Fiscal
Year of Unvested
Equity Awards
Granted in Any
Prior Fiscal
Year for
Other NEOs
($)
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Other NEOs
($)
Average
Change in Fair
Value from
Last Day of
Prior Fiscal Year
to Vesting Date
of Unvested
Equity Awards
Granted in Any
Prior Fiscal Year
that Vested
During Covered
Fiscal Year for
Other NEOs
($)
Average
Fair Value at
Last Day of
Prior Fiscal Year
of Equity Awards
Forfeited
During Covered
Fiscal Year for
Other NEOs
($)
Average
Value of Dividends
or Other
Earnings Paid on
Stock or Option
Awards During
the Covered Fiscal
Year Prior to the
Vesting Date Not
Otherwise
Included for
Other NEOs
($)
Total -
Average
Inclusion of
Equity Values for
Other NEOs
($)
20251,517,363 (1,567,089)0(1,903,852)00(1,953,578)
        
Compensation Actually Paid vs. Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, the Company’s cumulative TSR, and the Peer Group’s cumulative TSR over the five most recently completed fiscal years.
image (5).jpg
        
Compensation Actually Paid vs. Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Net Income during the five most recently completed fiscal years.
image (3).jpg
        
Compensation Actually Paid vs. Company Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Adjusted EBIT during the five most recently completed fiscal years.
image (4).jpg
        
Tabular List, Table
The following table presents the financial performance measures that the Company considered the most important in linking Compensation Actually Paid to our PEO and Other NEOs for 2025 to Company performance. The measures in this table are not ranked.
Adjusted Earnings Before Interest and Taxes (EBIT)
Operating Cash Flow
Relative Total Shareholder Return
Return on Invested Capital
        
Total Shareholder Return Amount $ 75.81 103.62 98.59 86.06 123.58
Peer Group Total Shareholder Return Amount 119.03 122.34 123.66 111.31 125.94
Net Income (Loss) $ 475,000,000 $ 908,000,000 $ 896,000,000 $ 796,000,000 $ 867,000,000
Company Selected Measure Amount 930,000,000 1,298,000,000 1,097,000,000 1,339,000,000 1,635,000,000
PEO Name Mark J. Costa        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Earnings Before Interest and Taxes (EBIT)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Operating Cash Flow        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
Measure:: 4          
Pay vs Performance Disclosure          
Name Return on Invested Capital        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (621,666)        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 268,839        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (15,960,351)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,974,367)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,041,592        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,095,536)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,920,423)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (365,694)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 117,159        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,439,187)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,953,578)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,517,363        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,567,089)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,903,852)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. The Company’s practice is to grant long-term incentive equity awards to executive officers in February each year at the first in-person meeting of the Compensation Committee. The Compensation Committee reviews and approves the value and amount of the equity compensation to be awarded (inclusive of RSUs, PSAs, and stock options) to executive officers. The February meeting of the Compensation Committee typically occurs two weeks after the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year. In 2025, the stock options approved by the Committee were effective six days after the filing of the Form 10-K.
The timing and terms of equity award grants in 2025 were not based on or otherwise related to business or operational milestones, strategic planning, market performance, or any other source that could be considered material nonpublic information. Instead, the timing of grants was in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives. Moreover, the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method The Company’s practice is to grant long-term incentive equity awards to executive officers in February each year at the first in-person meeting of the Compensation Committee.
Award Timing MNPI Considered true
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true