DEF 14A of OLIN Corp
Filed Mar 21, 2025 · FY20240000074303-25-000056
ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS
ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS
Who are the individuals nominated by our Board to serve as directors?
Who are the individuals nominated by our Board to serve as directors? Each director nominee will be elected annually for a one-year term ending at the next annual meeting (in this case, the 2026 annual meeting) and until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification or removal. Our Board has nominated Beverley A. Babcock, Edward M. Daly, Matthew S. Darnall, Kenneth T. Lane, Julie A. Piggott, Earl L. Shipp, William H. Weideman, W. Anthony Will and Carol A. Williams to serve as directors for a one-year term expiring at our 2026 annual meeting. All nominees are presently Olin directors who were elected by Olin shareholders at the 2024 annual meeting except for Edward Daly who is standing for election for the first time. Gen. Daly joined the Board on March 5, 2025. As part of its responsibilities to seek out and consider candidates for election as directors, the Nominating and Governance Committee engaged a third-party director search firm that identified Gen. Daly to the Nominating and Governance Committee. The Nominating and Governance Committee considered Gen. Daly and recommended to the Board that he be appointed as a director in March, 2025. C. Robert Bunch, age 70, who has served as a member of our Board since 2005, will retire from our Board following the completion of his current term. As a result, our Board will be reduced to nine members on the date of the annual meeting. Proxies cannot be voted for a greater number of individuals than the number of nominees. Our Board expects that all of the nominees recommended by it will be able to serve as directors. If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by our Board, unless our Board reduces the number of directors. Our Board recommends a vote FOR the election of Beverley A. Babcock, Edward M. Daly, Matthew S. Darnall, Kenneth T. Lane, Julie A. Piggott, Earl L. Shipp, William H. Weideman, W. Anthony Will and Carol A. Williams as directors.
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
| | Beverley A. Babcock Director Since: June 2019 Independent Age: 64 •Olin Committees: Chair of the Audit Committee; Member of the Executive Committee •‘Audit Committee Financial Expert’ under applicable SEC rules •Former Chief Financial Officer and Senior Vice President, Finance and Administration and Controller of Imperial Oil Limited •Former Assistant Controller and Vice President, Corporate Financial Services of ExxonMobil Corporation •Former Member of NYSE Listed Company Advisory Board •Member of the Chartered Professional Accountants of Canada Ms. Babcock brings a combination of extensive global financial, accounting and treasury management experience, and relevant industry experience to the Olin’s Board. Ms. Babcock retired in May 2018 as Chief Financial Officer and Senior Vice President, Finance and Administration and Controller of Imperial Oil Limited, a publicly-held Canadian petroleum company with 69.6% ownership by ExxonMobil Corporation, a position she held since September 2015. Prior to that, Ms. Babcock served as Vice President, Corporate Financial Services from 2013 to 2015, Assistant Controller, Corporate Accounting Services from 2011 to 2013, and in various other senior leadership positions from 1998 to 2013, all at ExxonMobil Corporation. Earlier in her career, she was an Auditor of Clarkson Gordon, which became part of Ernst & Young. Ms. Babcock is a former member of the NYSE Listed Company Advisory Board and is a member of the Chartered Professional Accountants of Canada. Ms. Babcock serves on the Board of Directors of Westinghouse Air Brake Technologies Corporation. Additionally, Ms. Babcock serves on the Board of Directors of Forté Foundation, a non-profit consortium of leading companies and top business schools working together to launch women into fulfilling, significant careers in business. Ms. Babcock earned a Bachelor’s degree from Queen’s University and a master’s degree in business administration from McMaster University. |
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
| | Edward M. Daly Director Since: March 2025 Independent Age: 59 •Olin Committees: Compensation Committee •Former 20th Commanding General (four-star general) of the U.S. Army Materiel Command •Director of SkyWater Technology, Inc. General (Retired) Daly’s leadership positions in the U.S. Army brings valuable insight and understanding of the defense industry and national security priorities to Olin’s Board. Gen. Daly retired from the U.S. Army in 2023 after 36 years of honorable service. In his final assignment, he served as the 20th Commanding General of the U.S. Army Materiel Command. In this role, he led one of the Army’s largest commands with 190,000 Military and Department of the Army Civilians and Contractors and was responsible for an annual budget of more than $50B. As the U.S. Army’s senior logistician, Gen. Daly led Army logistics worldwide, global foreign military sales, and initial materiel fielding efforts in support of Ukraine as well as the Army's Organic Industrial Base and Infrastructure Modernization initiatives. Gen. Daly is a member of the Board of Directors of SkyWater Technology, and the Chair of its Risk Management Committee and a member of its Compensation Committee. He is also the founder and Chairman of the board of Virtus 9 Corporation, an integrated logistics solutions provider to U.S. military partners and allies, and is the president of Daly Consulting & Logistics, LLC, a supply chain and logistics consulting firm. Gen. Daly graduated from the United States Military Academy in 1987. He earned Master’s Degrees in Business Administration from Gonzaga University and in Strategic Studies from the U.S. Army War College. He is the only career Logistics 4-Star General to graduate from the United States Military Academy at West Point since its founding in 1802. | | | Matthew S. Darnall Director Since: September 2021 Independent Age: 62 •Olin Committees: Audit Committee; Nominating and Governance Committee •Former Managing Director, Industrials Group of The Goldman Sachs Group, Inc. Mr. Darnall brings significant investment banker expertise and merger and acquisitions, capital structure and allocation, and corporate structure and reorganization experience to Olin’s Board of Directors. Mr. Darnall retired in July 2021 from his position as Managing Director, Industrials Group of The Goldman Sachs Group, Inc. (a leading financial institution), a position he held since 2003. Over a 36-year career at Goldman Sachs, Mr. Darnall advised companies on corporate financial matters and mergers and acquisitions transactions within the Communications, Media and Entertainment Group from 1994 to 2003; Energy and Power Group from 1990 to 1994; Midwest Regional Coverage Group from 1988 to 1990 and as an Analyst in the Mergers and Acquisitions Group from 1985 to 1988. Mr. Darnall serves on the Board of Trustees of DePauw University, and also on the Board of Trustee of Glenwood Academy. Mr. Darnall earned a Bachelor’s degree in economics from DePauw University and a master’s degree in business administration from the University of Chicago. |
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
| | Kenneth T. Lane Director Since: March 2024 President and Chief Executive Officer and Director Age: 56 •Olin Committees: Executive Committee •President and Chief Executive Officer of Olin Corporation •Former Executive Vice President Global Olefins and Polyolefins of LyondellBasell Mr. Lane brings substantial global strategic leadership, manufacturing, commercial and operations experience in commodity and specialty chemicals businesses to Olin’s Board. Olin’s Board appointed Mr. Lane as Olin’s President and Chief Executive Officer and Director, effective March 18, 2024. Mr. Lane comes to Olin from LyondellBasell, one of the world’s largest plastic, chemicals, and refining companies, where he most recently served as Executive Vice President, Global Olefins and Polyolefins (O&P). Mr. Lane had manufacturing and commercial responsibility for the O&P Americas and O&P Europe, Asia and International (EAI) segments as well as Global Procurement. Preceding this assignment, Lane served as Executive Vice President of Global O&P for three years and as interim CEO of LyondellBasell in early 2022. Prior to joining LyondellBasell in July 2019, he was with BASF for 13 years, where he held senior executive positions in the Global Polyurethanes Division, and served as President of the Monomers Division and as President of BASF Catalysts. Before BASF, he also served in a variety of operations, strategy and commercial positions at BP Chemicals as well as various technical and operations roles at Amoco Chemical Corporation. Over his career, he has served in leadership roles in the United States, Malaysia, the United Kingdom, China and Belgium. Mr. Lane holds a Bachelor of Science in civil engineering from Clemson University and a Master of Science in management from the University of Alabama in Huntsville. | | | Julie A. Piggott Director Since: June 2023 Independent Age: 64 •Olin Committees: Compensation Committee; Nominating and Governance Committee •Former Executive Vice President and Chief Financial Officer of BNSF Railway Company Ms. Piggott brings strategic leadership skills and extensive experience in finance, accounting, risk management and business management, as well as a background in the supply chain industry to the Olin board. Ms. Piggott served as Executive Vice President and Chief Financial Officer of BNSF Railway Company ("BNSF"), one of North America's leading freight transportation companies, from 2014 until her retirement in 2021. Ms. Piggott held various other finance and commercial roles with BNSF since joining the company in 1991, including Vice President Planning and Studies, and Controller from 2009 to 2014, Vice President Finance and Treasurer from 2008 to 2009, and Vice President Finance from 2006 to 2008. Prior to her tenure at BNSF, Ms. Piggott's experience included finance, accounting, and audit roles at a private investment management company and Ernst & Young LLP (formerly Ernst & Whinney), a public accounting firm. Ms. Piggott holds an inactive CPA license from the state of Minnesota. Ms. Piggott serves on the Board of Directors of Arcosa, Inc, including its Audit Committee and its Governance and Sustainability Committee and also serves on the Board of Directors of a non-profit charity and the advisory board of the College of Business, Analytics & Communications at Minnesota State of Moorhead. Ms. Piggott holds a Bachelor of Science degree in Accounting from Minnesota State University, Moorhead, Minnesota, and an Executive MBA from Southern Methodist University. |
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
| | Earl L. Shipp Director Since: October 2017 Independent Age: 67 •Olin Committees: Chair of the Compensation Committee; Audit Committee •Former Vice President, US Gulf Coast Operations of The Dow Chemical Company •Former President, Dow Middle East, India & Africa and Former President, Basic Chemicals Group of Dow •Director of National Grid plc and Great Lakes Dredge & Dock Co. •NACD Cyber Security Oversight Certified Mr. Shipp brings substantial chemical industry experience, including chlorine and epoxy business experience, and manufacturing, engineering and operations management experience to Olin’s Board. Mr. Shipp retired in September 2017 from his position as Vice President, US Gulf Coast Operations of The Dow Chemical Company, a diversified chemical manufacturing company, a position he held from November 2010. Prior to that, he served as President of Dow Middle East, India & Africa from June 2006 to October 2010 and as President of the Basic Chemicals Group at Dow from May 2007 to May 2009. During his 36-year history at Dow, he held a variety of leadership and engineering roles, including appointments as VP & Site Director of Louisiana Operations and Global Operations Director for Propylene Oxide/Propylene Glycol, Business Director for Propylene Oxide/Propylene Glycol, and Business Vice President for Oxides and Glycols. Mr. Shipp is a member of the Board of Directors of National Grid plc, and the chair of its Board’s Safety & Sustainability Committee and a member of its Board’s People & Governance Committee. He also serves on the Board of Great Lakes Dredge & Dock Co. and is a member of that Board’s Audit Committee and the Compensation Committee. He is also a member of the Board of Directors and the Executive Committee of The Economic Development Alliance of Brazoria County, Texas. Mr. Shipp earned a Bachelor’s degree in chemical engineering from Wayne State University and completed the executive education program at Indiana State University School of Business. He holds a United States Coast Guard Captains License. |
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
| | William H. Weideman Director Since: October 2015 Independent Chairman of the Board Age: 70 •Olin Committees: Chair of the Executive Committee; Audit Committee •‘Audit Committee Financial Expert’ under applicable SEC rules •Former Chief Financial Officer and Executive Vice President of The Dow Chemical Company •Former Director of Dow Chemical Employees’ Credit Union, Mid-Michigan Medical Center and Sadara Chemical Company Mr. Weideman brings valuable financial, audit, and business administration experience to Olin’s Board, as well as extensive knowledge of the businesses Olin acquired from The Dow Chemical Company. Mr. Weideman retired in January 2015 as Chief Financial Officer and Executive Vice President of The Dow Chemical Company, a position he held since March 2010. Prior to that, Mr. Weideman served as an Interim Chief Financial Officer from November 2009 to March 2010, and Executive Vice President of Finance, Dow Agrosciences & Corporate Strategic Development from April 2010 through September 2012, all at Dow. He joined Dow in 1976 as a Cost Accountant in Midland, Michigan and held a variety of accounting and controller roles for different Dow businesses. Mr. Weideman served on the Board of Directors of Mid-Michigan Medical Center and on the Board of Trustees for Central Michigan University through December 31, 2020. From October 30, 2011 through December 2015, he served on the Board of Directors of Sadara Chemical Company, a joint venture between Saudi Aramco and Dow. From August 30, 2000 through December 2015, he was on the Board of Directors of The Dow Chemical Employees’ Credit Union. Mr. Weideman earned a Bachelor’s degree in business administration and accounting from Central Michigan University. | | | W. Anthony Will Director Since: September 2021 Independent Age: 59 •Olin Committees: Compensation Committee; Nominating and Governance Committee •President and Chief Executive Officer and Director of CF Industries Holdings Inc. Mr. Will brings significant public company chief executive officer, operations and corporate development experience and risk management, accounting and finance and human capital management experience to Olin’s Board. Mr. Will serves as President and Chief Executive Officer and a member of the Board of Directors of CF Industries Holdings Inc. (a leading global manufacturer of hydrogen and nitrogen products), positions he has held since January 2014. Prior to that, he served as Senior Vice President, Manufacturing and Distribution from January 2012 to January 2014; Vice President, Manufacturing and Distribution from March 2009 through December 2011 and Vice President, Corporate Development from April 2007 to March 2009. Mr. Will served in comparable officer positions with Terra Nitrogen GP Inc., an indirect, wholly-owned subsidiary and the sole general partner of Terra Nitrogen Company, L.P. until purchased by CF Industries in April 2018, and as a member of its Board of Directors from June 2010 until February 2016 and as chairman of the Board from January 2014 to February 2016. Earlier in his career, Mr. Will served as a Partner at Accenture Ltd., vice President, Business Development at Sears, Roebuck and Company, Consultant for Egon Zehnder International, Vice President, Strategy and Corporate Development at Fort James Corporation, Manager at Boston Consulting Group and Group Leader at Motorola Solutions, Inc. Mr. Will earned a bachelor’s degree in electrical engineering from Iowa State University and a master’s degree in business administration from Northwestern University. |
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2026
| | Carol A. Williams Director Since: October 2015 Independent Age: 67 •Olin Committees: Chair of the Nominating and Governance Committee; Executive Committee •Former Executive Vice President, Manufacturing and Engineering, Supply Chain and Environmental, Health & Safety Operations of The Dow Chemical Company •Former Vice President, Chlor-alkali Assets Business of Dow, and Senior Vice President of Basic Chemicals •Director of O-I Glass, Inc. Ms. Williams brings extensive management experience in manufacturing, purchasing and supply chain operations, substantial experience in research and development, and comprehensive knowledge of the chlor-alkali and general chemicals industry to Olin’s Board. Ms. Williams retired in 2015 as Special Advisor to the Chief Executive Officer of The Dow Chemical Company, a position she held since January 2015. Prior to this, she served as Dow’s Executive Vice President of Manufacturing and Engineering from September 2011 through December 2014, adding responsibility for Supply Chain and Environmental, Health & Safety Operations in 2012, President of Chemicals & Energy from August 2010 to August 2011, and Senior Vice President of Basic Chemicals from January 2009 through July 2010, all at Dow. During Ms. Williams’ 34-year history at Dow, she assumed increasingly more significant management positions in research and development before becoming Operations Leader and then Vice President for the global chlor-alkali assets business. Ms. Williams joined the Board of Directors of O-I Glass, Inc. in May 2014 and currently serves on its Nominating/Corporate Governance Committee and its Compensation and Talent Development Committee. She served as its Independent Board Chair from 2015 to 2021. Ms. Williams is a member of the Engineering Advisory Board and Energy Futures Institute Presidential Consultation Committee for Carnegie Mellon University. She served on the Board of Directors of Zep, Inc. from 2012 through June 2015. Ms. Williams earned a bachelor’s degree in chemical engineering from Carnegie Mellon University. |
Say on Pay Results
| What We Do | | What We Don’t Do | | | ☑ | Align Pay and Performance: By tying our executives’ pay to Olin’s actual results, our compensation programs (i) align our executives’ interests with those of our shareholders and (ii) induce our management team to achieve our most important goals. Each NEO has a target total direct compensation opportunity that is reviewed annually by our Compensation Committee to ensure alignment with Olin’s pay for performance objectives. | ☒ | No Option Repricing: We prohibit option repricing without shareholder approval. | | ☑ | Use Appropriate Peer Groups When Establishing Compensation Opportunities: We established a peer group to help us review market practices and design a competitive compensation program. We set compensation of our executive officers at levels that we believe are appropriate relative to the compensation paid to similarly situated officers of our peers, also giving consideration to market and other factors. | ☒ | No Excessive Perquisites: We do not provide our NEOs with excessive perquisites. | | ☑ | Maintain an Independent Compensation Committee and Consultant: Compensation decisions for our NEOs are approved by a Compensation Committee composed of non-employee independent directors. In addition, our Compensation Committee is advised by an independent consultant who reports directly to the Compensation Committee and provides no other services to Olin or its management. | ☒ | No Tax Gross-Ups: We do not provide “gross-ups” to any of our named executive officers, including gross-ups for any excise taxes imposed with respect to Section 280G or Section 409A of the Code. | | ☑ | Perform Regular Risk Assessments: We regularly assess the risk inherent in our compensation policies and programs to ensure mitigation of operational, financial, legal, regulatory, strategic and reputational risks. | ☒ | No Hedging or Pledging: We do not allow our NEOs to hedge or pledge our stock. | | ☑ | Maintain a Clawback Policy: Each of our NEOs is subject to a clawback policy applicable to all of Olin’s executive officers, as defined by Section 16 of the Exchange Act. The policy generally allows Olin to recover compensation (including cash and/or equity awards) previously paid to an executive officer in the event of a financial restatement that impacts the applicable performance metric if, in the opinion of our Board or Compensation Committee, the revision would have resulted in a lower payment or award. | ☒ | No Payment of Dividends on Unvested Equity Awards: Payment of dividends or dividend equivalents for all equity awards is subject to the same vesting conditions as the underlying award. | | ☑ | Maintain a Stock Ownership Policy: We maintain a stock ownership policy that requires our executive officers to maintain stock ownership (excluding unvested performance share unit awards) equal to a set multiple of base salary. Covered executives have five years from the date the guidelines apply to attain the required stock ownership levels. The base salary multiple is 6 for the CEO, 3 for any Senior Vice President, and 2 for any Vice President. As of December 31, 2024, all covered executives were in compliance, to the extent possible, with the stock ownership policy. | ☒ | No Automatic Compensation Increases: We do not automatically increase NEO’s base salary or total compensation opportunities each year. |
Peer Group Data
Peer Group Data In designing and implementing our executive compensation programs, our Compensation Committee reviews compensation data from a peer group that is determined and periodically adjusted, in consultation with Exequity (referred to as the “comparator group”). Our Compensation Committee is not bound to mirror the comparator group standards but does consider comparator group norms as one factor to help ensure market competitive compensation practices. For 2024 compensation decisions, the comparator group referenced by the Compensation Committee was comprised of the following 21 chemicals companies, that were identified as reasonably aligned with our revenues, industry affiliation, and corporate structure:
Peer Group Data
| Air Products and Chemicals, Inc. | The Chemours Company | International Flavors & Fragrances, Inc. | | Albemarle Corporation | Corteva, Inc. | The Mosaic Company | | Avient Corporation | DuPont de Nemours, Inc. | PPG Industries, Inc. | | Axalta Coating Systems Ltd. | Eastman Chemical Company | RPM International, Inc. | | Cabot Corporation | Ecolab Inc. | The Scotts Miracle-Gro Company | | Celanese Corporation | FMC Corporation | The Sherwin-Williams Company | | CF Industries Holdings, Inc. | Huntsman Corporation | Westlake Chemicals Corporation |
Peer Group Data
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Peer Group Data
| What We Pay and Why: Elements of Compensation |
Short-Term Incentive Program (STIP)
Short-Term Incentive Program (STIP) STIP Performance Measures. Our Compensation Committee makes annual cash awards under our STIP. Actual STIP payouts are calculated as a percentage of base salary and based on our achievement with respect to pre- established performance metrics, as discussed below. For 2024, the STIP awards for all executive officers, including our NEOs, were based 80% on financial targets and 20% on non-financial goals. The Compensation Committee’s philosophy is to establish performance targets such that if Olin meets expectations, the executives have the opportunity to receive a target payout. Further, performance that exceeds or does not meet expectations shall result in payouts above or below 34 Proxy Statement Table of Contents target, respectively. For NEOs with corporate wide responsibility, Messrs. Lane, Slater, and Gumpel and Ms. O’Brien, the financial targets were based entirely on corporate performance. Corporate financial targets for 2024 included Adjusted EBITDA and Levered Free Cash Flow. Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) represents our net income (loss) plus an add-back for depreciation and amortization, interest expense (income), income tax provision (benefit), other expense (income), restructuring charges (income) and certain other non-recurring items. Levered Free Cash Flow represents our cash flow after interest paid, income taxes paid, changes in working capital, capital expenditures and payments under long-term supply contracts. For NEOs with divisional responsibility, Messrs. Kohl, Flaugher, and Schumacher, the financial targets were further divided with 60% based on division performance and 20% based on corporate performance. Corporate financial targets are the same as described above for NEOs with corporate wide responsibility. Division financial targets for 2024 included Division Adjusted EBITDA and Division Adjusted Cash Flow. Division Adjusted EBITDA represents our segment results plus an add-back for depreciation and amortization and certain other non-recurring items. Division Adjusted Cash Flow represents our Division Adjusted EBITDA adjusted for changes in working capital and reduced by capital expenditures and payments under long-term supply contracts. For 2024, the Compensation Committee approved non-financial objectives including the following categories: Safety, Health & Environmental Goals and Strategic Goals. Each division shared equally the accountability for the achievement of the non-financial objectives. Determination of Financial Performance Metric Achievement. As noted above, financial targets applied to 80% of the 2024 STIP for each NEO. The table below shows the 2024 thresholds, targets, and maximum as well as corresponding results and payout percentages for all applicable financial targets. Dollar amounts in the table below are shown in millions.
Short-Term Incentive Program (STIP)
| Performance Measure | Performance Threshold | Performance Target | Performance Maximum | Actual Performance | Actual Payout Percentage | | Adjusted EBITDA—Corporate | $1,080.0 | $1,500.0 | $1,800.0 | $1,000.2 | —% | | Levered Free Cash Flow—Corporate | $493.2 | $685.0 | $822.0 | $408.4 | —% | | Adjusted EBITDA—Chemicals Division | $940.3 | $1,306.0 | $1,567.2 | $816.0 | —% | | Adjusted Cash Flow—Chemicals Division | $756.0 | $1,050.0 | $1,260.0 | $673.7 | —% | | Adjusted EBITDA—Winchester Division | $229.7 | $319.0 | $382.8 | $271.7 | 44.1% | | Adjusted Cash Flow—Winchester Division | $189.4 | $263.0 | $315.6 | $238.8 | 16.7% |
Short-Term Incentive Program (STIP)
For 2024, in calculating Adjusted EBITDA, we used 2024 EBITDA excluding the effect of the following special charges, gains and losses (which were reflected in our 2024 EBITDA): (i) restructuring charges of $33.3 million and (ii) $126.3 million of charges related to Hurricane Beryl. Determination of Non-Financial Performance Metric Achievement. As noted above, non-financial goals applied to 20% of the 2024 STIP for each NEO. After reviewing performance, as discussed below, the Compensation Committee determined all applicable NEOs earned 16.0% of their target STIP award based on non-financial performance in the aggregate.
Short-Term Incentive Program (STIP)
| Non-Financial Category | Percentage Earned | | Strategic Goals | 15.0% | | Safety, Health & Environmental Goals | 1.0% |
Short-Term Incentive Program (STIP)
35 Proxy Statement Table of Contents STIP Opportunities and Payments. The STIP opportunities and payouts for 2024 were as follows:
Short-Term Incentive Program (STIP)
| NEO | Threshold | Target | Maximum | Earned | | Kenneth T. Lane | $429,000 | $1,072,500 | $2,145,000 | $171,600 | | Todd A. Slater | $240,000 | $600,000 | $1,200,000 | $96,000 | | Brett A. Flaugher | $216,000 | $540,000 | $1,080,000 | $332,640 | | Dana C. O'Brien | $200,000 | $500,000 | $100,000 | $80,000 | | Florian J. Kohl | $180,000 | $450,000 | $900,000 | $72,000 | | Patrick M. Schumacher | $144,000 | $360,000 | $720,000 | $57,600 | | Damian Gumpel | $176,000 | $440,000 | $880,000 | $70,400 |
Long-Term Incentive Compensation Program (LTIP)
Long-Term Incentive Compensation Program (LTIP) For 2024, the Compensation Committee set the following target LTIP award levels which were allocated equally between performance share units and stock options.
Long-Term Incentive Compensation Program (LTIP)
| NEO | Target Award | | Kenneth T. Lane | $7,000,000 | | Todd A. Slater | $1,680,000 | | Brett A. Flaugher | $1,200,000 | | Dana C. O'Brien | $1,100,000 | | Florian J. Kohl | $600,000 | | Patrick M. Schumacher | $1,200,000 | | Damian Gumpel | $1,100,000 |
Long-Term Incentive Compensation Program (LTIP)
Performance Share Units. Half the value of each NEO’s 2024 LTIP target award value was delivered in performance share units (PSUs). The target number of PSUs awarded to each NEO was formulated by dividing half the NEO’s target award value by the fair market value of our common stock (the average of the high and low per share sales price of our common stock on the NYSE on the grant date). The total number of PSUs that vest and will be paid to each NEO from awards made in 2024 will vary between 0% and 200% of this target number. The grant date fair value of PSUs as reported in the Grants of Plan-Based Awards table is greater than the targeted value due to the accounting rules under ASC Topic 718. Half of the target number of PSUs will be earned based on our relative TSR over the three-year period ending December 31, 2026 compared to the community of companies in the S&P 1500 Material Index, plus one selected direct competitor—Huntsman Corporation (collectively, the Performance Share Comparison Group), as shown in the table below. TSR for Olin and the Performance Share Comparison Group companies is calculated using a 20-trading day average stock price.
Long-Term Incentive Compensation Program (LTIP)
| Olin’s Relative TSR Percentile | Percentage of Relative TSR PSUs Earned | | 80.0 or More | 200% | | Greater than 50.0, but Less than 80.0 | 100% plus 3.33% for each incremental percentile above the 50.0 | | 50.0 | 100% | | Greater than 20.0, but Less than 50.0 | 25% plus 2.5% for each incremental percentile above the 20.0 | | 20.0 | 25% | | Less than 20.0 | 0% |
Long-Term Incentive Compensation Program (LTIP)
36 Proxy Statement Table of Contents The remaining half of the target number of PSUs will be earned based on our actual net income compared to the applicable net income goal set by our Compensation Committee for each year and the cumulative three-year net income goal. At the beginning of each year during the performance period, our Compensation Committee sets an annual net income goal. At the beginning of the third year of the performance period, the Compensation Committee sets both the third annual net income goal and approves the three-year net income goal, which represents the aggregate of the three annual net income goal amounts. The annual net income goals are weighted 20% per year and the cumulative net income goal is weighted 40% for the entire three-year period. The Compensation Committee sets performance goals for net income PSUs in this manner due to the Company’s cyclical earnings. This gives the Committee the flexibility to set goals based on expectations for each year while also measuring aggregate performance vs. target over the full performance cycle. The actual amount of PSUs earned with respect to each goal will be based on our net income as a percentage of the applicable goal, as shown in the table below:
Long-Term Incentive Compensation Program (LTIP)
| Olin’s Net Income as Percentage of Goal | Percentage of Net Income PSUs Earned (1) | | 140% or More | 200% | | 100% | 100% | | 60% | 50% | | Less than 60% | 0% | | (1) To the extent Olin’s net income falls in between the outlined target achievements, the shares earned will be determined based on linear interpolation. | |
Long-Term Incentive Compensation Program (LTIP)
Stock Options. The remaining half of each NEO’s 2024 LTIP target award value is delivered in stock options. The number of shares subject to the option award is determined by dividing half the value of the overall LTIP target by the Black-Scholes value of options for our common stock (not to be lower than 20% of the then-current market price of our common stock). In 2024, our Compensation Committee approved the granting of option awards effective on February 22, 2024. The exercise price on February 22, 2024 was $52.29 per share, the average of the high and low per share sales price of our common stock on the NYSE on that date. The stock options vest in three, equal annual installments, generally contingent on the NEO’s continued employment. All options have an exercise period of 10 years from the grant date, which may be shortened in the event of a recipient’s termination of employment. Our plans and policies do not permit “back dating” of options. Restricted Stock Units. Through 2024, the Compensation Committee did not award restricted stock units to NEOs on a regular basis, but awarded restricted stock units in the case of an NEO new hire and promotion as outlined below. In March, 2024, as part of his initial compensation package, Mr. Lane was granted 200,000 restricted stock units (RSUs) vesting as follows: •First Anniversary of Start Date:50,000 RSUs •Second Anniversary of Start Date:50,000 RSUs •Third Anniversary of Start Date:100,000 RSUs In connection with his promotion to Vice President and President, Epoxy & International, Mr. Kohl received an equity grant of 5,000 RSUs vesting as follows: •First Anniversary of Start Date: 1,250 RSUs •Second Anniversary of Start Date: 1,250 RSUs •Third Anniversary of Start Date: 2,500 RSUs 2022 LTIP Award. In February 2022, as part of our annual LTIP award cycle, our Compensation Committee granted PSU awards to Messrs. Slater, Flaugher, Sutton, Schumacher, and Gumpel and Ms. O’Brien, who were each executive officers at that time. The PSU awards were granted according to the award structure and vesting conditions described above with a performance period covering 2022 through 2024. Our relative TSR percentile ranking for the 2022 through 2024 performance period was 22.76% as compared to our Performance Share Comparison Group resulting in a vesting at 31.90% for relative TSR PSUs. Our net income performance was 97.92% for 2022, 60.47% for 2023, 0.00% for 37 Proxy Statement Table of Contents 2024, and 71.71% for the 2022 to 2024 cumulative period resulting in an aggregate payout percentage of 60.36% for our net income PSUs. As a result of our relative TSR and net income performance our NEOs earned the following number of PSUs under their 2022 LTIP awards:
Long-Term Incentive Compensation Program (LTIP)
| NEO | Target 2022 LTIP PSUs | 2022 LTIP Aggregate Payout % | 2022 LTIP PSUs Earned | | Todd A. Slater | 15,100 | 46.13% | 6,965 | | Brett A. Flaugher | 8,000 | 46.13% | 3,691 | | Dana C. O’Brien | 9,100 | 46.13% | 4,197 | | Scott M. Sutton | 72,400 | 46.13% | 33,399 | | Patrick M. Schumacher | 10,100 | 46.13% | 4,142 | | Damian Gumpel | 10,100 | 46.13% | 4,659 |
Other Compensation
Other Compensation We offer a small number of other personal benefits, such as certain life insurance benefits and the retirement and change in control benefits described below, to groups of employees, including our NEOs. We extend some benefits, such as a portion of health insurance premiums and certain retirement benefits, to all eligible employees. We tie the size and construction of these benefits to competitive practices in the market, a decision our Compensation Committee believes enables us to attract and retain executives with the talents and skill sets we require. Retirement Benefits. The Olin Corporation Retirement Savings Plan (RSP) is a qualified, defined contribution 401(k) plan that provides eligible employees the opportunity to make pre-tax, Roth 401(k), after-tax and catch-up contributions. Olin generally matches a portion of eligible compensation that the participant contributes to the plan and makes additional employer contributions based on a percentage of eligible compensation, as defined in the RSP. The Supplemental RSP is an unfunded, nonqualified deferred compensation plan for our NEOs and a select group of other senior management employees that is described in greater detail under the heading “Nonqualified Deferred Compensation.” Our Compensation Committee believes that offering this benefit has allowed us to remain competitive in the market for qualified senior-level executive talent. We also maintain three, frozen defined benefit plans – a qualified pension plan and two nonqualified plans. Messrs. Slater, Flaugher, and Gumpel are the only NEOs with an accrued benefit under a frozen defined benefit pension plan. Executive Severance Plans. The Compensation Committee believes that severance protections play a valuable role in attracting, motivating, and retaining highly talented executives. As a result, each NEO is party to an Executive Severance Plan, as are described under the headings “Potential Payments Upon Termination or Change in Control” and “Executive Severance Plans.” Sutton Consulting Bonus. As previously reported, we entered into a Transition Agreement with Mr. Sutton, our former President and CEO in connection with his departure from the company. Pursuant to the terms of the Transition Agreement, Mr. Sutton earned a Consulting Bonus of $1,750,000 based on his completion of special advisor services through June 30, 2024. The Consulting Bonus is paid in two equal installments – the first was paid shortly after his services ended and the second was paid in February 2025. Mr. Sutton also has agreed to and his right to receive the Consulting Bonus is contingent on him abiding by various restrictive covenants, including noncompetition, non-solicitation of customers and non-raiding of employees covenants following his departure from the company. O’Brien Retention Bonus. The company entered into a letter agreement with Ms. O’Brien that amended her 2023 Retention Agreement in connection with her upcoming retirement at the end of 2025. The letter agreement provides her the opportunity to earn retention bonus payments totaling $1,000,000; provided that she works continuously through July 31, 2025 and assists with the transition of her successor through December 31, 2025. If she meets the necessary conditions, the unvested portion of her retention bonus award ($900,000 unvested at the end of 2024) will vest on the regularly-scheduled vesting dates. 38 Proxy Statement Table of Contents
Other Compensation
In October 2024, the Compensation Committee approved certain changes to the mix of LTIP awards for 2025, which will consist of 60% PSUs and 40% time-vested restricted stock units. The change in mix for the LTI awards more closely aligns Olin with its peers, increases the emphasis on performance-conditioned pay, and supports the Compensation Committee’s belief that restricted stock units are less dilutive to shareholders and, as full value awards, more strongly incentivize executive retention. In addition, beginning in 2025, all PSU awards granted maintain double trigger vesting conditions in the event of a change in control. In December 2024, the Compensation Committee approved a Financial Advisory/Wealth Management Service and an Executive Health Assessment, both of which will be available beginning in 2025. These actions demonstrate Olin’s commitment to holistic executive welfare and more closely aligns Olin with its peers. These benefits are intended to help our executives alleviate health and wealth-related stress, thereby enhancing their focus on professional responsibilities.
EXECUTIVE COMPENSATION
| Summary Compensation Table |
EXECUTIVE COMPENSATION
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus (1) ($) (d) | Stock Awards (2) ($) (e) | Option Awards (2) ($) (f) | Non- equity Incentive Plan Compens ation (3) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) (h) | All Other Compens ation (5) ($) (i) | Total ($) (j) | | Kenneth T. Lane President and CEO | 2024 | $870,833 | $— | $15,695,134 | $3,500,007 | $171,600 | $— | $120,560 | $20,358,134 | | Todd A. Slater Senior Vice President and CFO | 2024 | $720,000 | $100,000 | $976,090 | $840,004 | $96,000 | $520 | $104,571 | $2,837,185 | | | 2023 | $680,000 | $— | $871,670 | $833,431 | $386,280 | $15,924 | $127,740 | $2,915,045 | | | 2022 | $650,000 | $— | $829,141 | $762,480 | $717,200 | $— | $131,306 | $3,090,127 | | Brett A. Flaugher Vice President and President, Winchester | 2024 | $660,000 | $100,000 | $697,224 | $600,020 | $332,640 | $— | $90,855 | $2,480,739 | | Dana C. O’Brien Senior Vice President, Chief Legal Officer | 2024 | $650,000 | $100,000 | $639,143 | $550,013 | $80,000 | $— | $91,727 | $2,110,883 | | | 2023 | $630,000 | $— | $528,265 | $505,106 | $313,020 | $— | $110,160 | $2,086,551 | | | 2022 | $600,000 | $150,000 | $499,681 | $457,488 | $586,800 | $— | $63,000 | $2,356,969 | | Florian J. Kohl Vice President and President, Epoxy & International | 2024 | $579,167 | $100,000 | $746,837 | $300,022 | $72,000 | $— | $68,055 | $1,866,081 | | Scott M. Sutton Former President and CEO | 2024 | $625,000 | $875,000 | $— | $— | $— | $— | $1,281,383 | $2,781,383 | | | 2023 | $1,250,000 | $— | $4,754,436 | $4,545,892 | $1,165,500 | $— | $266,703 | $11,982,531 | | | 2022 | $1,065,000 | $— | $3,975,484 | $3,657,786 | $1,806,040 | $— | $241,256 | $10,745,566 | | Patrick M. Schumacher Former Vice President and President, Chlor Alkali Products and Vinyls | 2024 | $440,000 | $— | $697,224 | $600,020 | $57,600 | $— | $493,893 | $2,288,737 | | | 2023 | $600,000 | $— | $581,126 | $555,630 | $273,900 | $— | $89,363 | $2,100,019 | | | 2022 | $550,000 | $— | $554,591 | $508,320 | $459,500 | $— | $50,400 | $2,122,811 | | Damian Gumpel Former Vice President, Corporate Strategy | 2024 | $600,000 | $60,000 | $639,143 | $550,013 | $70,400 | $— | $114,782 | $2,034,338 | | | 2023 | $600,000 | $— | $581,126 | $555,630 | $280,280 | $6,875 | $99,376 | $2,123,287 | | | 2022 | $550,000 | $— | $554,591 | $508,320 | $459,500 | $— | $115,204 | $2,187,615 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Our NEOs are not employed under general employment contracts (other than the Transition Agreement and Offer Letter described below). See “What We Pay and Why: Elements of Compensation” in the CD&A above for a discussion of the material terms of our 2024 STIP and LTIP (performance share units and stock options). See “Potential Payments Upon Termination or Change in Control” for a description of the Executive Severance Plans and other termination and change in control provisions NEOs may be entitled to, including with respect to treatment of outstanding performance share unit and stock option awards. Lane Offer Letter. On February 15, 2024, Olin signed an offer letter with Mr. Lane (the “Offer Letter”). The Offer Letter provides that Mr. Lane will serve as Olin’s President and Chief Executive Officer, be appointed to the Board, and report solely to the Board. The Offer Letter entitles Mr. Lane to (a) a base salary at the rate of $1,100,000 per year, (b) a 2024 annual target incentive opportunity pursuant to the STIP equal to 130% of annual base salary (with a maximum amount equal to 200% of target amount) prorated from his start date, and (c) subject to the approval of the Compensation Committee, a 2024 LTIP award with a target grant date value of $7,000,000, with such award value to be allocated 50% to stock options that vest based on continued employment and the balance to performance share units (with such performance share units divided equally between units that vest based on (i) relative total shareholder return and (ii) achievement of net income targets, each over a three year period). In connection with the start of Mr. Lane’s employment with Olin, the Offer Letter provides for a one-time grant of 200,000 restricted stock units (the “Initial Equity Award”) under the 2021 LTIP subject to Mr. Lane’s continued employment over a three-year period. Mr. Lane is required to relocate to Olin’s headquarters, and, in connection with such relocation, will receive reimbursement under Olin’s corporate relocation policy, which will be subject to repayment if he voluntarily terminates employment within 24 months of the effective date. Sutton Transition Agreement. In 2023, we entered into a Transition Agreement with Mr. Sutton whereby he would generally remain employed by Olin, either in his current role as President and CEO, or as a Special Advisor, through a transition period that ended as of June 30, 2024 (the “End Date”). We believed that Mr. Sutton’s continued presence at Olin during the transition period was critical to the ongoing success of the company, including maintenance of important short-term and long-term strategic goals. We crafted a compensation package to adequately reflect his essential role at Olin during the transition period. The Transition Agreement generally provided for the following compensation package for Mr. Sutton: (i) continuation of Mr. Sutton’s base salary through the End Date (final payment made effective June 30, 2024); (ii) payment of Mr. Sutton’s 2023 STIP award per the terms of the STIP (payment made in early March 2024); and (iii) payment of a Consulting Bonus (in staggered installments over the 2024 and 2025 fiscal years) - first payment made effective June 30, 2024 with the second payment scheduled to be made no later than February 28, 2025. With the final consulting payment made, in February 2025, all required payments will have been provided to Mr. Sutton. Retention Agreements with Certain NEOs. On December 20, 2023, the Company entered into retention agreements (each, a "Retention Agreement”) with Messrs. Slater, Flaugher, Kohl and Ms. O’Brien, which provide the opportunity to earn a $1,000,000, and Mr. Gumpel, which provides an opportunity to earn a $600,000, cash retention bonus payment (the "Retention Bonus”) based on continued employment. The Compensation Committee believed the Retention Agreements were important to incentivize the executives to continue their employment with Olin and to promote a successful executive leadership transition. The executives vested in 10% of their retention bonus based on continued employment through July 1, 2024 and may vest in the remainder of the Retention Bonuses, contingent on their continued employment, according to the following vesting schedule:
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Vesting Date | Vesting % of the Retention Bonus | | January 1, 2025 | 20% | | July 1, 2025 | 30% | | January 1, 2026 | 40% |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The Retention Agreements also include restrictive covenants, including non-competition, non-solicitation, and confidentiality protections in favor of Olin. 42 Proxy Statement Table of Contents
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Grants of Plan-Based Awards |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Name (a) | Grant Date (b) | Compensation Committee Meeting Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) (i) | All Other Option Awards: Number of Securities Underlying Options (4) (#) (i) | Exercise or Base Price of Option Awards ($/Share) (4) (j) | Grant Date Fair Value of Stock and Option Awards (5) (k) | | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Kenneth T. Lane | 03/18/2024 | | $429,000 | $1,072,500 | $2,145,000 | | | | | | | | | | 03/18/2024 | | | | | 22,791 | 60,776 | 121,552 | | | | $4,177,134 | | | 03/18/2024 | | | | | | | | | 129,486 | $57.59 | $3,500,007 | | | 03/18/2024 | | | | | | | | 200,000 | | | $11,518,000 | | Todd A. Slater | 02/22/2024 | 02/21/2024 | $240,000 | $600,000 | $1,200,000 | | | | | | | | | | 02/22/2024 | 02/21/2024 | | | | 6,025 | 16,066 | 32,132 | | | | $976,090 | | | 02/22/2024 | 02/21/2024 | | | | | | | | 34,754 | $52.29 | $840,004 | | Brett A. Flaugher | 02/22/2024 | 02/21/2024 | $216,000 | $540,000 | $1,080,000 | | | | | | | | | | 02/22/2024 | 02/21/2024 | | | | 4,304 | 11,476 | 22,952 | | | | $697,224 | | | 02/22/2024 | 02/21/2024 | | | | | | | | 24,825 | $52.29 | $600,020 | | Dana C. O'Brien | 02/22/2024 | 02/21/2024 | $200,000 | $500,000 | $1,000,000 | | | | | | | | | | 02/22/2024 | 02/21/2024 | | | | 3,945 | 10,520 | 21,040 | | | | $639,143 | | | 02/22/2024 | 02/21/2024 | | | | | | | | 22,756 | $52.29 | $550,013 | | Florian J. Kohl | 02/22/2024 | 02/21/2024 | $180,000 | $450,000 | $900,000 | | | | | | | | | | 02/22/2024 | 02/21/2024 | | | | 2,152 | 5,738 | 11,476 | | | | $348,612 | | | 02/22/2024 | 02/21/2024 | | | | | | | | 12,413 | $52.29 | $300,022 | | | 02/22/2024 | 02/21/2024 | | | | | | | 2,500 | | | $130,725 | | | 06/01/2024 | | | | | | | | 5,000 | | | $267,500 | | Patrick M. Schumacher | 02/22/2024 | 02/21/2024 | $144,000 | $360,000 | $720,000 | | | | | | | | | | 02/22/2024 | 02/21/2024 | | | | 4,304 | 11,476 | 22,952 | | | | $697,224 | | | 02/22/2024 | 02/21/2024 | | | | | | | | 24,825 | $52.29 | $600,020 | | Damian Gumpel | 02/22/2024 | 02/21/2024 | $176,000 | $440,000 | $880,000 | | | | | | | | | | 02/22/2024 | 02/21/2024 | | | | 3,945 | 10,520 | 21,040 | | | | $639,143 | | | 02/22/2024 | 02/21/2024 | | | | | | | | 22,756 | $52.29 | $550,013 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)Amounts in these columns represent the potential annual cash incentives established under our 2024 STIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation – Short-Term Incentive Program.”. Actual amounts were determined and paid in early 2025, and are included in the Non-Equity Incentive Compensation column of the Summary Compensation Table. 43 Proxy Statement Table of Contents (2)For all NEOs, numbers in these columns represent awards of performance share units under our 2024 LTIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation – Long-Term Incentive Compensation Program (LTIP),” which vest based on achievement of three-year performance goals related to relative TSR and net income. The amounts in column (h) represent 200% of the target amounts, the maximum payout of the performance share units. (3)Numbers in this column represent the award to Mr. Lane in connection with his hire in 2024 and the awards to Mr. Kohl in connection with his hire in 2023 as well as appointment to Vice President and President, Epoxy & International in 2024. (4)Numbers in these columns for all NEOs represent nonqualified stock options granted under our 2024 LTIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation – Long-Term Incentive Compensation Program (LTIP),” which vest in three equal annual installments, generally contingent on the NEO’s continued employment. The market closing price on the grant date was $52.31, while the options were granted with an option exercise price equal to the average of the high and low sales price of our common stock on the grant date ($52.29). (5)Amounts in this column assume payment of performance share units at the target level and value options using the Black-Scholes value, in each case calculated for financial statement reporting purposes in accordance with ASC Topic 718. Please see the note entitled “Stock-Based Compensation” in the notes to our audited financial statements included in our 2024 annual report on Form 10-K for additional discussion of the assumptions underlying these calculations. 44 Proxy Statement Table of Contents
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Outstanding Equity Awards at Fiscal Year-End |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable (#) (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested (#) (f) | Market Value of Shares or Units of Stock That Have Not Vested (5) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) ($) (i) | | Kenneth T. Lane | — | — | $— | — | — | $— | 60,776 | $2,054,229 | | | — | — | $— | — | 200,000 | $6,760,000 | — | $— | | | — | 129,486(1) | $57.59 | 03/18/2034 | — | $— | — | $— | | Todd A. Slater | — | — | $— | — | — | $— | 16,066 | $543,031 | | | — | — | $— | — | — | $— | 13,626 | $460,559 | | | — | 34,754(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | | 9,667 | 19,332(3) | $60.55 | 02/22/2033 | — | $— | — | $— | | | 24,000 | 12,000(4) | $49.71 | 02/22/2032 | — | $— | — | $— | | | 64,200 | — | $28.99 | 02/15/2031 | — | $— | — | $— | | | 163,600 | — | $17.33 | 02/18/2030 | — | $— | — | $— | | | 94,100 | — | $26.26 | 02/19/2029 | — | $— | — | $— | | | 54,000 | — | $32.94 | 02/16/2028 | — | $— | — | $— | | | 86,000 | — | $29.75 | 02/10/2027 | — | $— | — | $— | | | 92,250 | — | $13.14 | 02/11/2026 | — | $— | — | $— | | Brett A. Flaugher | — | — | $— | — | — | $— | 11,476 | $387,889 | | | — | — | $— | — | — | $— | 7,846 | $265,195 | | | — | 24,825(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | | 5,566 | 11,130(3) | $60.55 | 02/22/2033 | — | $— | — | $— | | | 12,800 | 6,400(4) | $49.71 | 02/22/2032 | — | $— | — | $— | | | 30,800 | — | $28.99 | 02/15/2031 | — | $— | — | $— | | | 41,800 | — | $17.33 | 02/18/2030 | — | $— | — | $— | | | 24,000 | — | $26.26 | 02/19/2029 | — | $— | — | $— | | | 12,000 | — | $32.94 | 02/16/2028 | — | $— | — | $— | | | 19,000 | — | $29.75 | 02/10/2027 | — | $— | — | $— | | Dana C. O'Brien | — | — | $— | — | — | $— | 10,520 | $355,576 | | | — | — | $— | — | — | $— | 8,258 | $279,120 | | | — | 22,756(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | | 5,859 | 11,716(3) | $60.55 | 02/22/2033 | — | $— | — | $— | | | 14,400 | 7,200(4) | $49.71 | 02/22/2032 | — | $— | — | $— | | | 35,000 | — | $58.59 | 11/29/2031 | — | $— | — | $— | | Florian J. Kohl | — | — | $— | — | — | $— | 5,738 | $193,944 | | | — | — | $— | — | 10,000 | $338,000 | — | $— | | | — | 12,413(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | Scott M. Sutton | 52,725 | — | $60.55 | 10/31/2025 | — | $— | — | $— | | | 172,700 | — | $49.71 | 10/31/2025 | — | $— | — | $— | | Patrick M. Schumacher | 6,445 | — | $60.55 | 10/01/2025 | — | $— | — | $— | | | 16,000 | — | $49.71 | 10/01/2025 | — | $— | — | $— | | | 16,667 | — | $58.59 | 10/01/2025 | — | $— | — | $— |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
45 Proxy Statement Table of Contents
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable (#) (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested (#) (f) | Market Value of Shares or Units of Stock That Have Not Vested (5) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) ($) (i) | | Damian Gumpel | — | — | $— | — | — | $— | 10,520 | $355,576 | | | — | — | $— | — | — | $— | 9,084 | $307,039 | | | — | 22,756(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | | 6,445 | 12,888(3) | $60.55 | 02/22/2033 | — | $— | — | $— | | | 16,000 | 8,000(4) | $49.71 | 02/22/2032 | — | $— | — | $— | | | 30,800 | — | $28.99 | 02/15/2031 | — | $— | — | $— | | | 55,300 | — | $17.33 | 02/18/2030 | — | $— | — | $— | | | 2,100 | — | $26.26 | 02/19/2029 | — | $— | — | $— | | | 5,000 | — | $32.94 | 02/16/2028 | — | $— | — | $— |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)The options vest in three annual equal installments beginning March 18, 2025. (2)The options vest in three annual equal installments beginning February 22, 2025. (3)The options vest in three annual equal installments beginning February 22, 2024, so the first installment has vested. (4)The options vest in three annual equal installments beginning February 22, 2023, so the first two installments have vested. (5)Represents the entire value of all unvested restricted stock based on the December 31, 2024 closing price of our common stock of $33.80. (6)Represents the entire value of all unvested performance share unit awards at target based on the December 31, 2024 closing price of our common stock of $33.80. Vested shares will be paid approximately half in cash and half in stock.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Option Exercises and Stock Vested |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise (1) ($) (c) | Number of Shares Acquired on Vesting (2) (#) (d) | Value Realized on Vesting (3) ($) (e) | | Kenneth T. Lane | — | $— | — | $— | | Todd A. Slater | 63,250 | $1,662,030 | 18,416 | $962,973 | | Brett A. Flaugher | 15,000 | $586,650 | 8,782 | $459,211 | | Dana C. O'Brien | — | $— | — | $— | | Florian J. Kohl | — | $— | — | $— | | Scott M. Sutton | 308,300 | $7,431,249 | 394,102 | $31,704,279 | | Patrick M. Schumacher | — | $— | — | $— | | Damian Gumpel | — | $— | 15,484 | $939,691 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)The amounts in column (c) above represent the difference between the closing market price of the underlying shares on the exercise date and the option exercise price, multiplied by the number of shares subject to the option exercise. 46 Proxy Statement Table of Contents (2)The shares listed in column (d) above represent performance share units paid in February 2024 (vested based on our performance for the three years ended December 31, 2023), under a performance award made in early 2021. In addition, the shares listed in column (d) above also includes a restricted stock award granted on September 1, 2020 which vested on January 1, 2024 for Mr. Sutton and a restricted stock award granted on December 10, 2021 which vested on December 10, 2024 for Mr. Gumpel. Mr. Sutton’s net shares delivered after 194,142 shares withheld for taxes were 305,858. Mr. Gumpel’s net shares delivered after 5,298 shares withheld for taxes were 6,702. (3)Performance share units are paid approximately half in cash and half in stock. The cash portion of the performance share units payment was based on the fair market value of the shares as of December 31, 2023 ($54.18), and dollar amounts listed in column (e) above for the stock portion of the payment of performance share units are based on the average of the high and low sales price for our common stock as of February 22, 2024, the date the shares were issued ($52.29).
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Pension Benefits |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The following table shows the present value of the benefits under our defined benefit plans as of December 31, 2024, for Messrs. Slater, Flaugher, and Gumpel. The remaining NEOs do not participate in any defined benefit plan. Please see the item entitled “Pension Plan Assumptions” included in the “Pension Plans” footnote in the notes to our audited financial statements included in our 2024 annual report on Form 10-K for a discussion of these assumptions.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Name (a) | Plan Name (b) | Number of Years Credited Service (1) (#) (c) | Present Value of Accumulated Benefit (2) (3) ($) (d) | Payments During Last Fiscal Year ($) (e) | | Todd A. Slater (4) | Qualified Plan | 5.00 | $166,071 | $— | | | Supplemental Plan | 5.00 | $26,011 | $— | | Brett A. Flaugher (4) | Qualified Plan | 23.37 | $767,357 | $— | | | Supplemental Plan | 23.37 | $29,480 | $— | | Damian Gumpel | Qualified Plan | 6.30 | $56,185 | $— |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)For Messrs. Slater and Flaugher, benefit accruals were frozen under both plans effective December 31, 2007. Employment after that date continues to count toward meeting service and age requirements for vesting and early retirement. Messrs. Slater and Flaugher have met the requirements for vesting and early retirement eligibility. The amount in the DEPP for Mr. Gumpel was transferred into the Qualified Plan at the time of the Acquisition and the benefit accruals were frozen at that time. (2)The present values are calculated using Messrs. Slater and Flaugher’s frozen accrued benefits as of December 31, 2007 and an assumed retirement date of age 62 at which time they may receive unreduced benefits. For Mr. Gumpel, his DEPP account balance as of December 31, 2015 is credited with annual interest until an assumed retirement date of age 65 at which time he may receive his most valuable benefit. The assumptions we used for financial reporting as of December 31, 2024, including a 5.7% single effective rate (in lieu of a discount rate) for the Qualified Plan, a 5.4% single effective rate for the Supplemental Plan, and the PRI-2012 Blue Collar Mortality Tables for Annuitants and Employees, with the Social Security Administration—2021 Intermediate Cost Projections Mortality Improvement Scale. (3)Amounts in this column assume that benefits are paid in the form of an annuity during the executive’s lifetime. The executive may instead elect payment of benefits under any of the available payment forms under these plans, including payments for the executive’s life (which we sometimes refer to as a “single life annuity”) or payments continuing after the executive’s death for the life of his or her spouse (which we refer to as a “joint and survivorship benefit”). Under the Qualified Plan and the Supplemental Plan, benefit payments are reduced from the single life annuity based on actuarial calculations if the executive elects a different payment form. (4)All accrued benefits under the Supplemental Plan were paid out in connection with the required payments made in 2015 to participants in connection with the October 2015 acquisition of the U.S. chlor alkali and vinyl, global chlorinated organics, and global epoxy business of Dow (the Acquisition) (such payments, the Required NQ Plan 47 Proxy Statement Table of Contents Payments). At the time of the Acquisition, Messrs. Slater and Flaugher had not reached retirement age, so they have residual benefits under these plans.
Supplemental Plan
| Nonqualified Deferred Compensation |
Supplemental Plan
| Potential Payments Upon Termination or Change in Control |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing and establishing the compensation of our non- employee directors that is externally competitive and designed to align the interests of the directors with our shareholders. In discharging this responsibility, the Compensation Committee considers recommendations from Exequity. The annual stock grant, retainer stock grant, and cash retainer are paid for the 12-month period running from May 1 to April 30, with payments made on or about May 1. For 2024, the Board approved the following cash fees and equity compensation:
DIRECTOR COMPENSATION
| Element of Compensation | Amount | Election | | Annual Stock Grant | $115,000 | (1) | | Annual Retainer - Stock | $40,000 | (2) | | Annual Retainer - Cash | $100,000 | (3) | | Additional Lead Director Retainer | $30,000 | (3) | | Additional Nominating and Governance Committee Chair Retainer | $15,000 | (3) | | Additional Compensation Committee Chair Retainer | $20,000 | (3) | | Additional Audit Committee Chair Retainer | $25,000 | (3) | | Elections: (1)Automatically credited as phantom stock units in the Director’s deferred stock account. (2)Must be taken in shares of common stock or credited as phantom stock units in the Director’s deferred stock account. (3)Must be taken in cash or either (i) credited as phantom stock units in the Director’s deferred stock account or (ii) credited to the Director’s deferred cash account. | | |
DIRECTOR COMPENSATION
In addition, the directors are eligible to participate in a charitable gift program, where we make a 50% matching contribution (up to a total of $5,000 per year) for the director’s gifts to charities that meet the requirements of Code Section 501(c)(3). 54 Proxy Statement Table of Contents On December 13, 2024, the Board of Directors approved and implemented revisions to the compensation of its non-employee directors, now incorporated into the Amended and Restated 1997 Stock Plan for Non-Employee Directors to become effective in 2025 as shown the following table:
DIRECTOR COMPENSATION
| Element of Compensation | Amount | Increased from 2024 | | Annual Stock Grant | $140,000 | Yes | | Annual Retainer - Stock | $60,000 | Yes | | Annual Retainer - Cash | $100,000 | No | | Additional Lead Director Retainer | $35,000 | Yes | | Additional Nominating and Governance Committee Chair Retainer | $20,000 | Yes | | Additional Compensation Committee Chair Retainer | $25,000 | Yes | | Additional Audit Committee Chair Retainer | $30,000 | Yes | | Additional Non-Executive Board Chair Retainer | $150,000 | N/A |
DIRECTOR COMPENSATION
The changes were approved after a review of the director compensation programs of peer group companies as prepared by the Compensation Committee’s independent consultant, Exequity. The peer group companies used for the analysis are the same as used for executive pay comparisons. The changes position Olin closer to the median pay of peer group companies, though with a greater emphasis on equity compensation than the median peer. The fair market value for determining the number of shares included in all phantom stock unit and common stock awards described above is equal to the average of the high and low sales price of our common stock on May 1 of the applicable year or the first day in May on which the NYSE is open for trading. Under the Directors Plan, directors may choose to defer the cash portion of their compensation to their cash or stock accounts. We credit their deferred accounts with quarterly interest (on the cash portion), and separately pay dividend equivalents (on the phantom stock portion). Phantom stock units are paid out in shares of our common stock or, at the director’s election, in cash upon the director leaving our Board, or at one or more later dates selected by the director. We also pay the balance of any deferred account to the director if there is a change in control (e.g., in the event a person or group acquires 40% or more of our assets, 30% or more of our stock, or a majority of the market value or voting power of our stock, or a majority of our board members are not endorsed by the directors in office at the time of election). The following table shows all compensation earned or received by each of our non-employee directors during 2024. Mr. Sutton received a payment of his deferred director account in connection with his departure from the Board during 2024. Mr. Lane did not receive any additional compensation for his service as a director.
DIRECTOR COMPENSATION
| Name (a) | Fees Earned or Paid in Cash (1) ($) (b) | Stock Awards (2) ($) (c) | All Other Compensation (3) ($) (d) | Total ($) (e) | | Beverley A. Babcock | $125,000 | $155,058 | $— | $280,058 | | C. Robert Bunch | $100,007 | $155,058 | $— | $255,065 | | Matthew S. Darnall | $100,007 | $155,058 | $— | $255,065 | | Julie A. Piggott | $100,000 | $155,058 | $— | $255,058 | | Earl L. Shipp | $120,033 | $155,058 | $5,000 | $280,091 | | William H. Weideman | $130,000 | $155,058 | $— | $285,058 | | W. Anthony Will | $100,007 | $155,058 | $— | $255,065 | | Carol A. Williams | $115,000 | $155,058 | $5,000 | $275,058 |
DIRECTOR COMPENSATION
(1)In 2024, Messrs. Bunch, Darnall, and Will, and Ms. Piggott elected to receive all or a portion of their compensation in deferred cash or phantom stock units credited to their respective deferred cash and stock accounts under the Directors Plan. The fair value of their compensation received in the form of phantom stock units is included in this 55 Proxy Statement Table of Contents column calculated in accordance with ASC Topic 718. Ms. Piggott elected to defer the receipt of her $100,000 annual cash retainer in her deferred cash account; and Messrs. Bunch, Darnall and Will, elected to defer all of their compensation as phantom stock units in their respective deferred stock accounts. (2)This column represents the grant date fair value of 2024 stock awards to directors calculated in accordance with ASC Topic 718. (3)Consists of amounts we contributed in 2024 to charities on behalf of directors under our matching charitable gifts program available to all directors. We have stock ownership guidelines for our non-employee directors where each such director is expected to own shares of our common stock with a market value of at least five times the amount of the annual retainer, within five years after the director joins our board. All of our current non-employee directors are in compliance with these guidelines as of the date of this Proxy Statement.
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
| CEO Pay Ratio | | | Annual Total Compensation - Current and Former CEO | $23,139,517 | | Annual Total Compensation - Median Employee | $90,939 | | Current and Former CEO to Median Employee Pay Ratio | 254:1 |
PAY RATIO DISCLOSURE
| Supplemental CEO Pay Ratio | | | Annual Total Compensation - Current CEO | $8,840,134 | | Annual Total Compensation - Median Employee | $90,939 | | Current CEO to Median Employee Pay Ratio | 97:1 |
PAY RATIO DISCLOSURE
Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. For 2024, we identified the median employee with the methodology and process as follows: •Determined Employee Population: We began with our global employee population as of December 31, 2024, including full-time, part-time, and seasonal or temporary workers, employed by Olin or its consolidated subsidiaries; provided that, we applied the allowed de minimis exception to exclude 377 employees in the following countries: China (137); Brazil (116); South Korea (35); Australia (28); Netherlands (20); Mexico (10); Japan (7); Hong Kong (5); Taiwan (5); Russia (3); Singapore (3); Thailand (3); India (3); Denmark (1); and Turkey (1). •Identified the Median Employee: We calculated compensation during the 12-month period ended December 31, 2024 for each employee by using gross earnings (unreduced by any pre-tax medical or other benefits in the U.S.) as the appropriate measure of compensation and applied the same measure for employees in the remaining non- U.S. countries. This approach allowed us to include all elements of compensation while simplifying the process of gathering the relevant information. It also allowed us to reasonably compare compensation for North American employees and that of employees in multiple international locations. In calculating employee compensation of non-U.S. employees, we averaged the month-end exchange rates for each month in 2024 and applied this average exchange rate to the relevant foreign currencies to convert compensation to U.S. dollars. We did not make cost-of-living adjustments and did not annualize compensation of employees hired during 2024. Using the methodology described, we determined that the median employee for the 12-month period ended December 31, 2024, was a full-time, hourly High Explosives Mixer in the Winchester division, working in the U.S. •Calculated CEO Pay Ratio: For the 12-month period ended December 31, 2024, the median employee had an annual total compensation of approximately $90,939. We determined the annual total compensation by calculating the elements of 2024 compensation in accordance with the requirements that apply to the Summary Compensation Table for our NEOs. For the 2024 annual total compensation of our current and former CEO, we used the amounts reported in the Total column of our Summary Compensation Table of $23,139,517. For the Supplemental CEO Pay Ratio calculation, we used our current CEO’s Summary Compensation Table reported 56 Proxy Statement Table of Contents value, less the initial equity award of 200,000 RSUs ($11,518,000). We believe the presentation of the Supplemental CEO Pay Ratio is a more accurate representation of CEO pay relative to the median employee as it excludes Mr. Lane’s initial equity award which was granted to replace compensation he forfeited upon his termination from his prior employer and induced him to join Olin.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the Summary Compensation Table (SCT), the compensation actually paid (CAP) to our CEO, and on an average basis, our other NEOs, Olin’s total shareholder return (TSR), the TSR of our peer group (Peer Group TSR), our Net Income (Loss), and our financial performance measure for compensatory purposes, Adjusted EBITDA. The CAP is calculated in accordance with Item 402(v) of Regulation S-K and is subject to the adjustments contained therein which may differ materially from our NEOs cash compensation as paid by Olin.
PAY VERSUS PERFORMANCE
| Year | SCT Total for First CEO (1) ($) | SCT Total for Second CEO (1) ($) | Average SCT Total for Other NEOs (2) ($) | CAP to First CEO (3) ($) | CAP to Second CEO (3) ($) | Average CAP to Other NEOs (3) (4) ($) | TSR (5) ($) | Peer Group TSR (5) ($) | Net Income (Loss) ($ in millions) | Adjusted EBITDA ($ in millions) | | 2024 | $2,781,383 | $20,358,134 | $2,269,661 | $(7,840,154) | $10,721,588 | $388,243 | $221 | $113 | $108.6 | $873.9 | | 2023 | $11,982,531 | N/A | $2,306,226 | $13,528,609 | N/A | $2,417,626 | $347 | $138 | $460.2 | $1,310.1 | | 2022 | $10,745,566 | N/A | $2,386,281 | $8,902,735 | N/A | $572,337 | $336 | $119 | $1,326.9 | $2,427.8 | | 2021 | $10,105,293 | N/A | $3,217,587 | $41,203,583 | N/A | $11,724,673 | $359 | $126 | $1,296.7 | $2,493.3 | | 2020 | $1,646,019 | $8,030,259 | $2,501,366 | $8,191,019 | $17,507,746 | $4,232,125 | $151 | $108 | $(969.9) | $636.0 |
PAY VERSUS PERFORMANCE
(1)For 2024 through 2020, our First CEO represents Mr. Sutton who became President and CEO of Olin on September 1, 2020. For 2024, our Second CEO represents Mr. Lane who became President and CEO on March 18, 2024. For 2020, our Second CEO represents John E. Fischer who was Chairman, President, and CEO prior to Mr. Sutton. (2)The Other NEOs for each applicable year are as follows: 2024: Todd A. Slater, Brett A. Flaugher, Dana C. O’Brien, Florian J. Kohl, Patrick M. Schumacher, and Damian Gumpel 2023: Todd A. Slater, Dana C. O’Brien, Patrick M. Schumacher, and Damian Gumpel 2022: Todd A. Slater, Dana C. O’Brien, Patrick M. Schumacher, Damian Gumpel, and Pat D. Dawson 2021: Todd A. Slater, Pat D. Dawson, James A. Varilek, and Damian Gumpel 2020: Todd A. Slater, Pat D. Dawson, James A. Varilek, and Brett A. Flaugher 57 Proxy Statement Table of Contents (3)The following adjustments were made to the SCT total in order to calculate CAP for 2024:
PAY VERSUS PERFORMANCE
| | First CEO ($) | Second CEO ($) | Average Other NEOs ($) | | Total Compensation from Summary Compensation Table | $2,781,383 | $20,358,134 | $2,269,661 | | Adjustments for Pension | | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table | — | — | (87) | | Service Cost | — | — | — | | Total Adjustments for Pension | — | — | (87) | | Adjustments for Equity Awards (i) | | | | | Grant Date Fair Value of Stock Awards in the Summary Compensation Table | — | (15,695,134) | (732,610) | | Grant Date Fair Value of Option Awards in the Summary Compensation Table | — | (3,500,007) | (573,349) | | Year-end Fair Value of Outstanding and Unvested Awards Granted in Current Year | — | 9,558,595 | 483,831 | | Year-over-year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years | — | — | (507,064) | | Fair Value at Vest Date for Awards Granted and Vested in Current Year | — | — | — | | Year-over-year Change in Fair Value Between Prior Year-end Fair Value and Vest Date Fair Value of Awards Granted in Prior Years | (3,755,222) | — | (396,300) | | Prior Year-end Fair Value of Awards Which Failed to Meet Vesting Conditions | (6,866,315) | — | (155,839) | | Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation | — | — | — | | Total Adjustments for Equity Awards | (10,621,537) | (9,636,546) | (1,881,331) | | Compensation Actually Paid | $(7,840,154) | $10,721,588 | $388,243 |
PAY VERSUS PERFORMANCE
(i)Our valuation assumptions used to calculate the fair value of equity awards reflect changes in our stock price and related volatility, changes to the length of the awards solely due to the passage of time, and updates to market driven assumptions such as the risk-free interest rate. (4)CAP for 2022 reflects the retirement of Mr. Dawson effective April 30, 2022 which resulted in the cancellation of his outstanding and unvested stock option awards and pro-ration of his outstanding and unvested performance share unit awards. Excluding the impact of Mr. Dawson’s retirement, the Average CAP in 2022 would have been $2,033,866. (5)TSR is determined based on the value of an initial fixed investment of $100. Our peer group reflects the performance of the S&P 1500 Commodity Chemicals Index. 58 Proxy Statement Table of Contents
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The relationship of Olin’s TSR relative to its peers as well as the relationship between the CEO and non-CEO compensation actually paid and (1) Olin’s TSR, (2) Olin’s net income (loss), and (3) Olin’s Adjusted EBITDA are depicted below.
Required Tabular Disclosure of Most Important Measures to Determine Compensation Actually Paid
Required Tabular Disclosure of Most Important Measures to Determine Compensation Actually Paid
Required Tabular Disclosure of Most Important Measures to Determine Compensation Actually Paid
| Most Important Performance Measures | | Adjusted Cash Flow | | Levered Free Cash Flow | | Adjusted EBITDA | | Net Income (LTIP) | | Relative Total Shareholder Return |
Required Tabular Disclosure of Most Important Measures to Determine Compensation Actually Paid
59 Proxy Statement Table of Contents The measures listed above represent the most important performance measures we use to determine compensation actually paid. Adjusted Cash Flow, Levered Free Cash Flow and Adjusted EBITDA are measures used to assess performance against targets included in the 2024 STIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation — Short-Term Incentive Program (STIP).” Net Income and Relative Total Shareholder Return are measures used to determine achievement of performance share units under our 2024 LTIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation — Long-Term Incentive Compensation Program (LTIP).”