Contrarian Corpus
activist letter proxy fight
2022-02-10 · 5 pages

Huntsman Corporation HUN

Huntsman has underperformed peers by 575% since IPO and missed three straight Investor Day targets; elect four Starboard nominees on the BLUE card to restore board accountability.

N 3 Narrative
V 2 Visual
C 2 Craft
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Thesis

Starboard, Huntsman's second-largest holder at 8.6%, argues the chemicals company has strong assets but dramatically underperformed operationally, trailing the S&P 500 by 298%, S&P Chemicals by 310%, and its proxy performance peers by 575% since its 2005 IPO. Management has missed its Adjusted EBITDA targets at three consecutive Investor Days — by 44% in 2014, 11% in 2016, and 30% in 2018 — yet the Board has paid the CEO 8% to 73% above the peer median every year from FY2016 to FY2020. To fix the accountability gap, Starboard is running a proxy fight to seat four independent directors (James Gallogly, Sandra Beach Lin, Susan Schnabel, and Jeffrey Smith) with chemicals, industrial, and public-company governance credentials, asking shareholders to vote the BLUE proxy card at the 2022 Annual Meeting.

SCQA

Situation

Huntsman is a differentiated chemicals company with strong market positions, diverse product portfolios, innovative chemistries, and a difficult-to-replicate manufacturing footprint that, in Starboard's view, has substantial latent value.

Complication

Since its 2005 IPO, Huntsman has underperformed peers by 575%, missed three consecutive Investor Day EBITDA targets, and the Board has rewarded the CEO with pay 8-73% above peer median despite the failed execution.

Resolution

Vote the BLUE proxy card at the 2022 Annual Meeting to elect four Starboard-nominated independent directors — Gallogly, Beach Lin, Schnabel, and Smith — who will hold management accountable and demand operational excellence.

Reward

A refreshed, independent board with deep chemicals operating experience is positioned to close the dramatic peer performance gap, lift profitability toward best-in-class differentiated chemicals benchmarks, and unlock the intrinsic value of Huntsman's assets.

The three reasons

  1. 1

    Huntsman has underperformed proxy peers by 575% since IPO

  2. 2

    Management missed three consecutive Investor Day EBITDA targets (44%, 11%, 30%)

  3. 3

    CEO pay ran 8-73% above peer median despite the failed performance

Primary demands

  • Elect four Starboard nominees (Gallogly, Beach Lin, Schnabel, Smith) to the Huntsman Board via the BLUE proxy card
  • Hold management accountable for repeated missed Investor Day EBITDA targets
  • Rein in excessive CEO compensation that runs above proxy peer median
  • Install directors with deep chemicals operating experience to drive operational excellence

KPIs cited

Total shareholder return vs S&P 500 since IPO
Huntsman underperformed the S&P 500 by 298% from Feb 2005 to Jan 2022
Total shareholder return vs S&P Chemicals since IPO
Huntsman underperformed the S&P Chemicals index by 310%
Total shareholder return vs proxy performance peers since IPO
Huntsman underperformed its proxy performance peers by 575%
2014 Investor Day Adj. EBITDA target vs 2016 actual
$2.0bn target vs $1.1bn actual — 44% miss
2016 Investor Day Adj. EBITDA target vs 2017 actual
$1.3bn target vs $1.1bn core actual — 11% miss
2018 Investor Day Adj. EBITDA target vs 2020 consensus
$1.3bn target vs $0.9bn 2020 consensus — 30% miss
CEO pay vs proxy peer median (FY2016)
$14.5m vs $11.7m — 24% above median
CEO pay vs proxy peer median (FY2017)
$16.6m vs $12.4m — 34% above median
CEO pay vs proxy peer median (FY2018)
$13.0m vs $10.8m — 20% above median
CEO pay vs proxy peer median (FY2019)
$16.1m vs $9.3m — 73% above median
CEO pay vs proxy peer median (FY2020)
$13.1m vs $12.2m — 8% above median
Starboard stake in Huntsman
Approximately 8.6% of outstanding common stock, second-largest holder
Starboard governance track record
281 corporate directors added or replaced across 80 boards over 18 years

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (4)

Notes

Five-page shareholder letter tied to Starboard's 2022 proxy fight at Huntsman; filed as SEC proxy exhibit. Core rhetorical moves are three stacked 'failed promise' moments: (1) since-IPO peer-gap bars, (2) three-panel Investor Day miss chart with red-to-blue before/after columns, (3) CEO pay-vs-peer-median bars with % callouts on every year. Villain is framed at board level rather than naming a CEO, but Peter Huntsman is implied. Stake 8.6%, second-largest holder. No price target or valuation upside figure is given — this is a governance/accountability argument, not a SOTP or breakup pitch. Campaign_phase = proxy_fight (definitive proxy materials filed same day; BLUE card mentioned repeatedly). Visual_quality held at 2 — standard Times New Roman Word-letter body with basic PowerPoint-era bar charts; nothing editorial.