Individual Political Engagement Policy
Eastman encourages personal participation in the political process, provided that such participation complies with applicable law and Company policy. Eastman employees must follow the laws governing participation in political affairs, including political contributions, lobbying, and gift giving. Employees are free to give a personal contribution to a party, committee, or candidate on their own behalf, but are prohibited from making any contribution of Company funds, or from seeking reimbursement of contributions, including petty cash, property, or services to any political party or committee, or to any candidate or holder of any office of any government without specific, prior approval from Eastman's Government Affairs Department and the Law Department.
Any employee who is considering seeking public office should be aware of applicable Company personnel policies and should discuss the matter with Eastman's Government Affairs organization, as well as their management and Human Resources representative. To prevent a conflict of interest and assure compliance with applicable law, at no time should Eastman's name, information, property (including personnel, office space, computers, email accounts, telephones, copiers, etc.), time, or other resources be used for political activities not specifically sponsored by the Company or approved in advance by Eastman's Government Affairs Department.
Political Contributions
Political contributions are integral to shaping public policies that affect our business and stakeholders. Eastman supports state and local candidates whose platforms align with the company’s strategic objectives and shareholder interest, always ensuring strict compliance with the following established political spending guidelines and all applicable laws. Personal political preferences of Eastman executives, directors, and employees must not influence decisions regarding Company political contributions or expenditures. Approvers with a direct or indirect personal, financial, or family relationship to a candidate or recipient shall recuse themselves from the approval decision and notify Government Affairs of the potential conflict.
For purposes of this policy, the approval amount must be based on the total amount of the proposed contribution or expenditure. Government Affairs and the Law Department may require additional review or approval whenever warranted by the circumstances or applicable law.
Eastman shall update its Political Contributions Report semi-annually and shall disclose the recipient and amount of political contributions and other political expenditures to the extent required by law and Company policy.
Corporate Contributions and Independent Expenditures
Corporate political contributions and corporate funding of independent expenditures made by Eastman in the United States require the following prior approvals:
- Contributions or expenditures of $0 to $5,000 require the express authorization of the Director of Government Affairs.
- Contributions or expenditures of $5,001 to $50,000 require the authorization of both the Vice President of Corporate Affairs and the Director of Government Affairs.
- Contributions or expenditures of $50,001 or more require the authorization of the Chairman of the EastmanPAC Executive Board or the designated alternate identified in the EastmanPAC bylaws.
All required approvals must be obtained in writing before funds are committed, transferred, or expended. Government Affairs must maintain appropriate documentation of the request, required reviews, approvals, recipient, amount, purpose, and any applicable legal analysis.
As a matter of policy, Eastman rarely makes direct corporate political contributions to political party committees, ballot committees, or political action committees, even when permitted by applicable law. Subject to applicable law and this policy, Eastman may make corporate political contributions to state candidates.
Eastman generally does not directly support or oppose ballot initiatives or make direct independent expenditures advocating the election or defeat of federal, state, or local candidates, even where such activity is permitted by law. Eastman may support or oppose a ballot initiative or make an independent expenditure in the future if Government Affairs and the Law Department determine that the activity would materially and directly advance the interests of the Company, its stockholders, or its employees and is otherwise consistent with this policy. Any such activity must receive the applicable prior approval described above.
State Contributions
Eastman may make corporate political contributions to state candidates where permitted by applicable state law. Corporate political contributions to state candidates outside Tennessee must follow the tiered approval structure for corporate contributions described above.
Eastman also operates the Eastman State of Tennessee PAC, a separate legal entity funded by corporate funds and authorized to support Tennessee state candidates. To the extent permitted by applicable law, the Eastman State of Tennessee PAC may use Eastman funds not to exceed $25,000 per year or $50,000 in the aggregate over a two-year election cycle to Tennessee state candidates. Funding of the Eastman State of Tennessee PAC must be approved by the EastmanPAC Executive Board Officers and must comply with applicable laws.
Individual contributions made by the Eastman State of Tennessee PAC must be approved by the EastmanPAC Treasurer and Assistant Treasurer, subject to the EastmanPAC bylaws and applicable law. Contributions made by the Eastman State of Tennessee PAC will be publicly disclosed in the Political Contributions Report and reported to the Tennessee Ethics Commission as required by law.
Federal Contributions
Federal law generally prohibits corporations from making contributions to federal candidates and certain federal political committees in connection with federal elections. Corporate contributions include direct or indirect payments, distributions, subscriptions, loans, advances, deposits, or gifts of money, services, or anything of value made for such purposes.
Applicable law may permit corporations to make independent expenditures that expressly advocate the election or defeat of federal, state, or local candidates, provided that the expenditures are not coordinated with a candidate, campaign, or political party. It is Eastman’s general policy not to make direct independent expenditures advocating the election or defeat of federal, state, or local candidates.
Eastman may provide funding for independent expenditures through a Section 527 or Section 501(c)(4) organization if Government Affairs and the Law Department determine that the funding would advance a critical Company policy position and is otherwise lawful and consistent with this policy. Any such funding requires the applicable prior approval described in the Corporate Contributions and Independent Expenditures section.
Requests for independent-expenditure funding will be evaluated on a case-by-case basis. The review will consider whether the proposed funding is an appropriate means of advancing issues important to Eastman’s business, stockholders, employees, and other stakeholders; whether it is consistent with Eastman’s public policy positions; whether the recipient organization has appropriate controls and reporting practices; and whether the activity could create legal, reputational, or conflict-of-interest concerns.
Policy areas that may be important to Eastman include the circular economy, chemical management, energy and the environment, tax, and trade. This list is illustrative and does not limit Government Affairs’ or the Law Department’s review.
Government Affairs will evaluate whether the relevant candidate’s, organization’s, or issue’s positions are consistent with Eastman’s guiding principles and core values.
All Eastman federal political contributions and other federal political spending will be reported to the Board of Directors and the Board’s Nominating and Corporate Governance Committee at least semi-annually and disclosed publicly when required by federal or state law and Company policy.
Governance and Oversight
Government Affairs will routinely review Eastman’s corporate political contributions, independent expenditures, and EastmanPAC activity to ensure alignment with this policy, applicable law, the Company’s public policy positions, and the interests of the Company and its stockholders.
The Board of Directors and the Board’s Nominating and Corporate Governance Committee, whose members are independent, non-employee directors, will maintain oversight of Eastman’s political activities, political contribution policies, and political expenditures. The Board and Committee will review this activity at least semi-annually to support transparency, ethical conduct, compliance, and continued alignment with the interests of the Company and its stockholders.
The EastmanPAC Executive Board, which includes a diverse group of Eastman employees, including members of the Company’s Executive Team and at least one employee from the Law Department, is responsible for administering and overseeing EastmanPAC activities in accordance with the EastmanPAC bylaws and applicable law. The Executive Board Officers are responsible for approving funding of the Eastman State of Tennessee PAC as described in this policy. The Executive Board’s responsibilities do not replace or override the tiered approval requirements applicable to corporate political contributions or independent expenditures.
The EastmanPAC Treasurer and Assistant Treasurer are responsible for approving individual contributions from the Eastman State of Tennessee PAC in accordance with the EastmanPAC bylaws, applicable law, and this policy.