DEF 14A of OLIN Corp
Filed Mar 20, 2026 · FY20250000074303-26-000041
ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS
ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS
Who are the individuals nominated by Olin’s Board to serve as directors?
Who are the individuals nominated by Olin’s 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 2027 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, and Carol A. Williams to serve as directors for a one-year term expiring at our 2027 annual meeting. All nominees are presently Olin directors who were elected by Olin shareholders at the 2025 annual meeting. Mr. Anthony Will, age 60, who has served as a member of our Board since 2021, will retire from our Board following the completion of his current term. As a result, our Board will be reduced to eight members on the date of the 2026 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, and Carol A. Williams as directors.
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
| | Beverley A. Babcock Director Since: June 2019 Independent Age: 65 •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 •Director of Westinghouse Air Brake Technologies Corporation Ms. Babcock brings a combination of extensive global financial, accounting and treasury management experience, and relevant industry experience to 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 2027
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
| | Edward M. Daly Director Since: March 2025 Independent Age: 60 •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: 63 •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 2027
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
| | Kenneth T. Lane Director Since: March 2024 President and Chief Executive Officer and Director Age: 57 •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 joined 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: 65 •Olin Committees: Compensation Committee; Nominating and Governance Committee •Former Executive Vice President and Chief Financial Officer of BNSF Railway Company •Director of Arcosa, Inc. 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 University, Moorhead, Minnesota. 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 2027
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
| | Earl L. Shipp Director Since: October 2017 Independent Age: 68 •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 Company, LLC. 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 2027
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
| | William H. Weideman Director Since: October 2015 Independent Chairman of the Board Age: 71 •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 served 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. |
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
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NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2027
| | Carol A. Williams Director Since: October 2015 Independent Age: 68 •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 or Backdating: We prohibit option repricing without shareholder approval and do not permit backdating. | | ☑ | 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 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. We also maintain a stock ownership policy for Board of Director members which requires a multiple of 5 times the annual retainer amount to be achieved within five years from the date of joining the Board. As of December 31, 2025, all covered executives and Board of Director members were in compliance 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 (referred to as the “comparator group”) that is determined and periodically adjusted, in consultation with Exequity. 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. In 2024, the Compensation Committee removed The Sherwin-Williams Company from the comparator group for 2025 compensation decisions due to its size relative to the Company. For 2025 compensation decisions, the comparator group referenced by the Compensation Committee was comprised of the following 20 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 | Westlake Corporation | | CF Industries Holdings, Inc. | Huntsman Corporation | |
Peer Group Data
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Peer Group Data
| What We Pay and Why: Elements of Compensation |
Overview of Elements of Compensation
| Compensation Element | Description | Objectives | | Base Salary | Fixed compensation that is reviewed annually based on, for example, scope of responsibilities, tenure, market value, and individual performance. | Rewards day-to-day value of executives consistent with the market. Attract, retain, and motivate qualified and experienced executives. | | Short-Term Incentives | “At-risk” compensation earned based on performance measured against pre- established annual goals. At target, 80% of each NEO’s award is tied to company and/or division financial performance with the remaining 20% to the achievement of non-financial goals. | Ties compensation to the achievement of short-term company goals and objectives. Motivates executives to achieve short-term financial targets and non-financial strategic objectives that ultimately contribute to long- term company growth and shareholder return. | | Long-Term Incentives | “At risk” compensation consists of 60% performance share units (PSUs) and 40% restricted stock units (RSUs), with the value fluctuating according to shareholder value. PSUs vest based on achievement of relative Total Shareholder Return (TSR) and Net Income. RSUs vest based on continued service. | Motivates executives to achieve long-term goals, aligning financial interests of executives and shareholders. Coordinates activities of all NEOs in support of long-term organizational value enhancement. Rewards continuous service with the company. | | Other Compensation and Benefits | Broad-based benefits provided to Olin employees (e.g., health insurance and retirement plan participation), market competitive perquisites (i.e. certain insurance, financial advisory/wealth management, and health assessment benefits), and the availability of a nonqualified deferred compensation plan. Market competitive severance and change in control packages. | Provide a total compensation package that is market competitive to allow us to recruit and retain executive talent. Allow executives to focus on generating shareholder value and ensure personal indifference to the outcome of a transaction in the event of a change in control. |
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 target based on our achievement with respect to pre-established performance metrics, as discussed below. For 2025, the target 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 target, respectively. 34 Table of Contents For NEOs with corporate wide responsibility, Messrs. Lane and Slater, the financial targets were based entirely on corporate performance. Corporate financial targets for 2025 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 Carter, the 80% 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 2025 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 2025, 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 2025 STIP for each NEO. The table below shows the 2025 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 | $500.0 | $1,000.0 | $1,250.0 | $653.3 | 32.7% | | Levered Free Cash Flow—Corporate | $163.0 | $326.0 | $407.5 | $262.5 | 24.1% | | Adjusted EBITDA—Chemicals Division | $410.0 | $820.1 | $1,025.1 | $627.9 | 45.9% | | Adjusted Cash Flow—Chemicals Division | $289.2 | $578.4 | $723.0 | $637.8 | 30.4% | | Adjusted EBITDA—Winchester Division | $156.5 | $313.1 | $391.4 | $103.4 | —% | | Adjusted Cash Flow—Winchester Division | $119.0 | $238.1 | $297.6 | $46.5 | —% |
Short-Term Incentive Program (STIP)
For 2025, in calculating Adjusted EBITDA, we used 2025 EBITDA excluding the effect of the following special charges, gains and losses (which were reflected in our 2025 EBITDA): (i) restructuring charges of $33.4 million, (ii) a $1.5 million adjustment related to a previously completed acquisition, and (iii) environmental insurance recoveries for costs incurred and expensed in prior years of $1.0 million. Determination of Non-Financial Performance Metric Achievement. As noted above, non-financial goals applied to 20% of the 2025 STIP for each NEO. After reviewing performance, as discussed below, the Compensation Committee determined all applicable NEOs earned 18.0% 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 | 14.0% | | Safety, Health & Environmental Goals | 4.0% |
Short-Term Incentive Program (STIP)
35 Table of Contents STIP Opportunities and Payments. The STIP opportunities and payouts for 2025 were as follows:
Short-Term Incentive Program (STIP)
| NEO | Threshold | Target | Maximum | Earned | | Kenneth T. Lane | $572,000 | $1,430,000 | $2,860,000 | $1,069,640 | | Todd A. Slater | $260,000 | $650,000 | $1,300,000 | $486,200 | | Florian J. Kohl | $190,000 | $475,000 | $950,000 | $424,769 | | Brett A. Flaugher | $224,000 | $560,000 | $1,120,000 | $180,320 | | Deon A. Carter | $200,000 | $500,000 | $1,000,000 | $447,125 |
Long-Term Incentive Program (LTIP)
Long-Term Incentive Program (LTIP) For 2025, the Compensation Committee set the following target LTIP award levels which were allocated between PSUs (60%) and RSUs (40%). The change in mix from equal allocation between PSUs and stock options for the LTIP awards more closely aligns Olin with its peers, increases the emphasis on performance-conditioned pay, and supports the Compensation Committee’s belief that RSUs are less dilutive to shareholders and, as full value awards, more strongly incentivize executive retention. The Compensation Committee did not award stock options to NEOs in 2025.
Long-Term Incentive Program (LTIP)
| NEO | Target Award | | Kenneth T. Lane | $7,500,000 | | Todd A. Slater | $1,800,000 | | Florian J. Kohl | $1,250,000 | | Brett A. Flaugher | $1,300,000 | | Deon A. Carter | $1,400,000 |
Long-Term Incentive Program (LTIP)
Performance Share Units. Each NEO’s 2025 LTIP target award value was delivered 60% in performance share units (PSUs). The target number of PSUs awarded to each NEO was determined by dividing 60% of 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 2025 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 differs from the targeted value due to the accounting rules under Accounting Standards Codification Topic 718, Compensation—Stock Compensation (ASC 718). Half of the target number of PSUs will be earned based on our relative TSR over the three-year period ending December 31, 2027 compared to the community of companies in the S&P 1500 Materials 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 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 Program (LTIP)
36 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 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 versus 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 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 Program (LTIP)
Restricted Stock Units. The remaining 40% of each NEO’s 2025 LTIP target award value is delivered in RSUs. The number of RSUs awarded to each NEO is determined by dividing 40% of 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 RSUs vest in three, equal annual installments, generally contingent on the NEO’s continued employment. Dividend Equivalents. Dividend equivalents for PSUs and RSUs accrue throughout the relevant vesting period based on the underlying number of PSUs or RSUs granted to the NEO. Dividend equivalents are based on the amount of common stock dividends declared and paid on our common stock and only vest upon the satisfaction of the underlying award vesting criteria. 2023 PSU Award. In February 2023, as part of our annual LTIP award cycle, our Compensation Committee granted PSU awards to Messrs. Slater and Flaugher, both of whom were 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 2023 through 2025. Our relative TSR percentile ranking for the 2023 through 2025 performance period was 4.83% as compared to our Performance Share Comparison Group resulting in a vesting at 0.00% for the relative TSR PSU portion. Our net income performance was 60.47% for 2023, 0.00% for 2024, 0.00% for 2025, and 0.00% for the 2023 to 2025 cumulative period resulting in an aggregate payout percentage of 12.10% for the net income PSU portion. As a result of our relative TSR and net income performance our NEOs earned the following number of PSUs under their 2023 PSU awards:
Long-Term Incentive Program (LTIP)
| NEO | Target PSUs | PSUs Aggregate Payout % | PSUs Earned | | Todd A. Slater | 13,626 | 6.05% | 825 | | Brett A. Flaugher | 7,846 | 6.05% | 475 |
Other Compensation
Other Compensation We offer a small number of other personal benefits, such as certain insurance, financial advisory/wealth management, and health assessment benefits to our NEOs, and the retirement and severance 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 37 Table of Contents 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, 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 plan and two nonqualified plans, the Senior and Supplemental Plans. Messrs. Slater and Flaugher 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 heading “Potential Payments Upon Termination or Change in Control.”
Other Compensation
Our Compensation Committee conducted an evaluation of the performance measures utilized as part of the PSU awards. Based on that evaluation, beginning in 2026, the PSU awards will include a performance measure based on Adjusted EBITDA with a performance multiplier based on Olin’s TSR. The Compensation Committee believes this change will more closely align the long-term interests of our NEOs with those of shareholders and better align our performance with the cyclical nature of the businesses in which we operate.
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) ($) (f) | Non-equity Incentive Plan Compensat ion (3) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) (h) | All Other Compen sation (5) ($) (i) | Total ($) (j) | | Kenneth T. Lane President and CEO | 2025 | $1,100,000 | $— | $7,486,984 | $— | $1,069,640 | $— | $141,800 | $9,798,424 | | | 2024 | $870,833 | $— | $15,695,134 | $3,500,007 | $171,600 | $— | $120,560 | $20,358,134 | | Todd A. Slater Senior Vice President and CFO | 2025 | $740,000 | $500,000 | $1,796,950 | $— | $486,200 | $17,801 | $103,884 | $3,644,835 | | | 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 | | Florian J. Kohl Vice President and President, Epoxy & International | 2025 | $625,000 | $500,000 | $1,247,881 | $— | $424,769 | $— | $90,358 | $2,888,008 | | | 2024 | $579,167 | $100,000 | $746,837 | $300,022 | $72,000 | $— | $68,055 | $1,866,081 | | Brett A. Flaugher Vice President and President, Winchester | 2025 | $680,000 | $500,000 | $1,297,787 | $— | $180,320 | $70,092 | $117,832 | $2,846,031 | | | 2024 | $660,000 | $100,000 | $697,224 | $600,020 | $332,640 | $— | $90,855 | $2,480,739 | | Deon A. Carter Vice President and President, Chlor Alkali Products and Vinyls | 2025 | $680,000 | $— | $1,397,625 | $— | $447,125 | $— | $83,424 | $2,608,174 |
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. See “What We Pay and Why: Elements of Compensation” in the CD&A above for a discussion of the material terms of our 2025 STIP and LTIP. 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 equity awards. Retention Agreements with Certain NEOs. In light of the pending CEO transition, on December 20, 2023, the Company entered into retention agreements (each, a "Retention Agreement”) with Messrs. Slater, Kohl, and Flaugher, which provided the opportunity to earn a $1,000,000 cash retention bonus payment (the "Retention Bonus”) based on continued employment. The Compensation Committee believed the Retention Agreements were important to incentivize the executives to continue their employment with Olin and to promote a successful executive leadership transition. The Retention Agreements included restrictive covenants, including non-competition, non-solicitation, and confidentiality protections in favor of Olin. The NEOs vested in 50% of their retention bonus in 2025 based on continued employment through July 1, 2025 and vested in the remaining 40% of the Retention Bonuses on January 1, 2026, which were subsequently paid in January 2026. 41 Table of Contents
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Grants of Plan-Based Awards |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Name (a) | Grant Date (b) | Compensation Committee Meeting Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) (i) | Grant Date Fair Value of Stock and Option Awards (4) (j) | | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Kenneth T. Lane | 01/01/2025 | 12/05/2024 | $572,000 | $1,430,000 | $2,860,000 | | | | | | | | 02/20/2025 | 02/19/2025 | | | | 61,097 | 162,926 | 325,852 | | $4,486,982 | | | 02/20/2025 | 02/19/2025 | | | | | | | 108,617 | $3,000,002 | | Todd A. Slater | 01/01/2025 | 12/05/2024 | $260,000 | $650,000 | $1,300,000 | | | | | | | | 02/20/2025 | 02/19/2025 | | | | 14,664 | 39,104 | 78,208 | | $1,076,924 | | | 02/20/2025 | 02/19/2025 | | | | | | | 26,069 | $720,026 | | Florian J. Kohl | 01/01/2025 | 12/05/2024 | $190,000 | $475,000 | $950,000 | | | | | | | | 02/20/2025 | 02/19/2025 | | | | 10,184 | 27,156 | 54,312 | | $747,876 | | | 02/20/2025 | 02/19/2025 | | | | | | | 18,103 | $500,005 | | Brett A. Flaugher | 01/01/2025 | 12/05/2024 | $224,000 | $560,000 | $1,120,000 | | | | | | | | 02/20/2025 | 02/19/2025 | | | | 10,591 | 28,242 | 56,484 | | $777,785 | | | 02/20/2025 | 02/19/2025 | | | | | | | 18,827 | $520,002 | | Deon A. Carter | 01/01/2025 | 12/05/2024 | $200,000 | $500,000 | $1,000,000 | | | | | | | | 02/20/2025 | 02/19/2025 | | | | 11,405 | 30,414 | 60,828 | | $837,602 | | | 02/20/2025 | 02/19/2025 | | | | | | | 20,276 | $560,023 |
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 2025 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, approved, and paid in early 2026, and are included in the Non-Equity Incentive Compensation column of the Summary Compensation Table. (2)For all NEOs, numbers in these columns represent awards of PSUs under our 2025 LTIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation – Long-Term Incentive 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. (3)For all NEOs, numbers in this column represent awards of RSUs under our 2025 LTIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation – Long-Term Incentive Program (LTIP),” which vest in three, equal annual installments, generally contingent on the NEO’s continued employment. (4)Amounts in this column assume payment of PSUs at the target level and RSUs fully vest, in each case calculated in accordance with ASC 718. Please see the note entitled “Stock-Based Compensation” in the notes to our audited financial statements included in our 2025 annual report on Form 10-K for additional discussion of the assumptions underlying these calculations. 42 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 (10) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (11) ($) (i) | | Kenneth T. Lane | — | — | $— | — | — | $— | 162,926 | $3,393,749 | | | — | — | $— | — | — | $— | 60,776 | $1,265,964 | | | — | — | $— | — | 108,617(4) | $2,262,492 | — | $— | | | — | — | $— | — | 150,000(5) | $3,124,500 | — | $— | | | 43,162 | 86,324(1) | $57.59 | 03/18/2034 | — | $— | — | $— | | Todd A. Slater | — | — | $— | — | — | $— | 39,104 | $814,536 | | | — | — | $— | — | — | $— | 16,066 | $334,655 | | | — | — | $— | — | 26,069(4) | $543,017 | — | $— | | | 11,585 | 23,169(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | | 19,333 | 9,666(3) | $60.55 | 02/22/2033 | — | $— | — | $— | | | 36,000 | — | $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 | — | $— | — | $— | | Florian J. Kohl | — | — | $— | — | — | $— | 27,156 | $565,659 | | | — | — | $— | — | — | $— | 5,738 | $119,523 | | | — | — | $— | — | 18,103(4) | $377,085 | — | $— | | | — | — | $— | — | 3,750(6) | $78,113 | — | $— | | | — | — | $— | — | 2,500(7) | $52,075 | — | $— | | | — | — | $— | — | 2,500(8) | $52,075 | — | $— | | | 4,138 | 8,275(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | Brett A. Flaugher | — | — | $— | — | — | $— | 28,242 | $588,281 | | | — | — | $— | — | — | $— | 11,476 | $239,045 | | | — | — | $— | — | 18,827(4) | $392,166 | — | $— | | | 8,275 | 16,550(2) | $52.29 | 02/22/2034 | — | $— | — | $— | | | 11,131 | 5,565(3) | $60.55 | 02/22/2033 | — | $— | — | $— | | | 19,200 | — | $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 | — | $— | — | $— | | Deon A. Carter | — | — | $— | — | — | $— | 30,414 | $633,524 | | | — | — | $— | — | 20,276(4) | $422,349 | — | $— | | | — | — | $— | — | 7,500(9) | $156,225 | — | $— |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)The stock options vest in three annual equal tranches beginning March 18, 2025, so the first tranche has vested. (2)The stock options vest in three annual equal tranches beginning February 22, 2025, so the first tranche has vested. (3)The stock options vest in three annual equal tranches beginning February 22, 2024, so the first two tranches have vested. 43 Table of Contents (4)The RSUs vest in three annual equal tranches beginning February 20, 2026. (5)The RSUs vest in two tranches, 50,000 on March 18, 2026 and 100,000 on March 18, 2027. (6)The RSUs vest in two tranches, 1,250 on June 1, 2026 and 2,500 on June 1, 2027. (7)The RSUs vest on February 22, 2027. (8)The RSUs vest on May 15, 2026. (9)The RSUs vest in two tranches, 2,500 on June 17, 2026 and 5,000 on June 17, 2027. (10)Represents the entire value of all unvested RSUs based on the December 31, 2025 closing price of our common stock of $20.83. (11)Represents the entire value of all unvested PSUs at target based on the December 31, 2025 closing price of our common stock of $20.83.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Option Exercises and Stock Vested |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (1) (#) (d) | Value Realized on Vesting (2) ($) (e) | | Kenneth T. Lane | — | $— | 50,000 | $1,284,500 | | Todd A. Slater | — | $— | 6,965 | $212,958 | | Florian J. Kohl | — | $— | 1,250 | $112,855 | | Brett A. Flaugher | — | $— | 3,691 | $52,100 | | Deon A. Carter | — | $— | 2,500 | $25,538 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)The shares listed in column (d) above represent PSUs paid in February 2025 (vested based on our performance for the three years ended December 31, 2024), under an award made in early 2022, resulting in net shares delivered to Messrs. Slater and Flaugher of 3,482 and 1,845, respectively, after 3,483 and 1,846 shares, respectively, were paid in cash. In addition, the shares listed in column (d) above also includes (i) an RSU award granted on March 18, 2024 under which the first tranche vested on March 18, 2025 for Mr. Lane, resulting in 35,317 net shares delivered after 14,683 shares were withheld for taxes, (ii) an RSU award granted on June 1, 2024 under which the first tranche vested on June 1, 2025 for Mr. Kohl, resulting in 945 net shares delivered after 305 shares were withheld for taxes, and (iii) an RSU award granted on June 18, 2024 under which the first tranche vested on June 18, 2025 for Mr. Carter, resulting in 1,891 net shares delivered after 609 shares were withheld for taxes. (2)PSUs are paid approximately half in cash and half in stock. The cash portion of the PSUs payment was based on the fair market value of the shares as of December 31, 2024 ($33.54), 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 19, 2025, the date the shares were issued ($27.61). RSUs are valued based on the average of the high and low sales price of our common stock on the vesting date. The value in this column also includes dividend equivalents paid on the gross number of shares which vested.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Pension Benefits |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The following table shows the present value of the benefits under our defined benefit plans as of December 31, 2025, for Messrs. Slater and Flaugher. The remaining NEOs do not participate in any defined benefit plan. Please see the item entitled “Pension Plan Assumptions” included in the “Pension Plans” footnote in the notes to our audited financial statements included in our 2025 annual report on Form 10-K for a discussion of these assumptions. 44 Table of Contents
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
| Name (a) | Plan Name (b) | Number of Years Credited Service (1) (#) (c) | Present Value of Accumulated Benefit (2) (3) ($) (d) | Payments During Last Fiscal Year ($) (e) | | Todd A. Slater (4) | Qualified Plan | 5.00 | $180,392 | $— | | | Supplemental Plan | 5.00 | $28,726 | $— | | | Senior Plan | 2.58 | $15,038 | $— | | Brett A. Flaugher (4) | Qualified Plan | 23.37 | $834,320 | $— | | | Supplemental Plan | 23.37 | $32,609 | $— |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
(1)For Messrs. Slater and Flaugher, benefit accruals were frozen under all 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. (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. The assumptions we used for financial reporting as of December 31, 2025, including a 5.4% single effective rate (in lieu of a discount rate) for the Qualified Plan, a 4.9% single effective rate for the Supplemental Plan, a 4.8% single effective rate for the Senior 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 (a “single life annuity”) or payments continuing after the executive’s death for the life of his or her spouse (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. The Senior Plan generally provides a 50% joint and survivorship benefit without any actuarial reduction, and also provides the executive with an additional amount equal to the amount of the actuarial reduction of benefits payable from the Qualified Plan and the Supplemental Plan for a 50% joint and survivorship benefit election. (4)All accrued benefits under the Supplemental Plan and Senior 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 Payments). At the time of the Acquisition, Messrs. Slater and Flaugher had not reached retirement age, so they have residual benefits under the Supplemental Plan and Mr. Slater has a residual benefit under the Senior Plan.
Supplemental and Senior Plans
| Nonqualified Deferred Compensation |
Supplemental and Senior Plans
| Potential Payments Upon Termination or Change in Control |
Retirement
Retirement •vested stock options may be exercised for the remaining option term; •continued vesting of all remaining unvested RSU tranches if (i) the participant has given at least six months prior notice of retirement and (ii) the participant is at least age 60 on the retirement date; •continued vesting of the current unvested RSU tranche and forfeiture of any subsequent tranches if (i) the participant has given at least six months prior notice of retirement and (ii) the participant is not at least age 60 on the retirement date; •a pro-rata share of unvested PSU awards (based on actual Olin performance for the full performance period) payable in cash at the time it would otherwise be payable; and •financial advisory/wealth management benefit for a period of two years 48 Table of Contents
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 2025, the Board approved the following cash fees and equity compensation:
DIRECTOR COMPENSATION
| Element of Compensation | Amount | Election | | Annual Stock Grant | $140,000 | (1) | | Annual Retainer - Stock | $60,000 | (2) | | Annual Retainer - Cash | $100,000 | (3) | | Additional Lead Director Retainer | $35,000 | (3) | | Additional Nominating and Governance Committee Chair Retainer | $20,000 | (3) | | Additional Compensation Committee Chair Retainer | $25,000 | (3) | | Additional Audit Committee Chair Retainer | $30,000 | (3) | | Additional Non-Executive Board Chair Retainer | $150,000 | (3) | | Election: (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 $5,000 per year) for the director’s gifts to charities that meet the requirements of Code Section 501(c)(3). The fair market value for determining the number of shares included in all phantom stock unit and common stock awards described above is equal to the average of the high and low sales price of our common stock on May 1 of the applicable year or the first day in May on which the NYSE is open for trading. 51 Table of Contents Under the Directors Plan, directors may choose to defer the cash portion of their compensation to their cash or stock accounts. We credit their deferred accounts with quarterly interest (on the cash portion), and separately pay dividend equivalents (on the phantom stock portion). Phantom stock units are paid out in shares of our common stock or, at the director’s election, in cash upon the director leaving our Board, or at one or more later dates selected by the director. We also pay the balance of any deferred account to the director if there is a change in control (e.g., in the event a person or group acquires 40% or more of our assets, 30% or more of our stock, or a majority of the market value or voting power of our stock, or a majority of our board members are not endorsed by the directors in office at the time of election). The following table shows all compensation earned or received by each of our non-employee directors during 2025. Mr. Lane did not receive any additional compensation for his service as a director.
DIRECTOR COMPENSATION
| Name (1) (a) | Fees Earned or Paid in Cash (2) ($) (b) | Stock Awards (3) ($) (c) | All Other Compensation (4) ($) (d) | Total ($) (e) | | Beverley A. Babcock | $130,000 | $199,348 | $— | $329,348 | | Edward M. Daly | $116,668 | $225,217 | $— | $341,885 | | Matthew S. Darnall | $100,011 | $199,348 | $— | $299,359 | | Julie A. Piggott | $100,000 | $199,348 | $5,000 | $304,348 | | Earl L. Shipp | $125,014 | $199,348 | $— | $324,362 | | William H. Weideman | $250,000 | $199,348 | $5,000 | $454,348 | | W. Anthony Will | $100,011 | $199,348 | $— | $299,359 | | Carol A. Williams | $120,000 | $199,348 | $5,000 | $324,348 |
DIRECTOR COMPENSATION
(1)While C. Robert Bunch served as a member of our Board until April 30. 2025, his name does not appear in this table as he did not earn or receive any reportable compensation during 2025. (2)Messrs. Darnall, Shipp 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 column calculated in accordance with ASC 718. Ms. Piggott elected to defer the receipt of her $100,000 annual cash retainer in her deferred cash account, Mr. Shipp elected to defer his Compensation Committee Chair Fee as phantom stock units in his deferred stock account, and Messrs. Darnall and Will, elected to defer all of their compensation as phantom stock units in their respective deferred stock accounts. Mr. Daly joined the Board on March 6, 2025, during the final two months of the 2024 compensation period. Accordingly, he received a pro-rated amount of the 2024 director compensation for his service from March 6, 2025 through April 30, 2025. Beginning May 1, 2025, Mr. Daly became eligible for the full annual compensation for the 2025 compensation period. (3)This column represents the grant date fair value of stock awards to directors calculated in accordance with ASC 718. (4)Consists of $5,000 contributed to charities on behalf of Mses. Piggott and Williams and Mr. Weideman 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. 52 Table of Contents
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
| CEO Pay Ratio | | | Annual Total Compensation - CEO | $9,798,424 | | Annual Total Compensation - Median Employee | $98,383 | | CEO to Median Employee Pay Ratio | 100:1 |
PAY RATIO DISCLOSURE
Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. For 2025, 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, 2025, 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 371 employees in the following countries: China (119); Brazil (104); Italy (49); Australia (29); Netherlands (19); Switzerland (16); Mexico (13); Japan (6); South Korea (3); Taiwan (3); Hong Kong (2); India (2); Russia (2); Thailand (2); Denmark (1); and Turkey (1). •Identified the Median Employee: We calculated compensation during the 12-month period ended December 31, 2025 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 2025 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 2025. Using the methodology described, we determined that the median employee for the 12-month period ended December 31, 2025, was a full-time, hourly Process Operator in the Chemicals division, working in the U.S. •Calculated CEO Pay Ratio: For the 12-month period ended December 31, 2025, the median employee had an annual total compensation of approximately $98,383. We determined the annual total compensation by calculating the elements of 2025 compensation in accordance with the requirements that apply to the Summary Compensation Table for our NEOs. For the 2025 annual total compensation of our CEO, we used the amounts reported in the Total column of our Summary Compensation Table of $9,798,424.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the Summary Compensation Table (SCT), the compensation actually paid (CAP) to our CEO, our other NEOs on an average basis, Olin’s total shareholder return (TSR), the TSR of our peer group (Peer Group TSR), our Net (Loss) Income, and our financial performance measure for compensatory purposes, Adjusted EBITDA. The CAP is calculated in accordance with Item 402(v) of Regulation S-K and is subject to the adjustments contained therein which may differ materially from our NEOs cash compensation as paid by Olin.
PAY VERSUS PERFORMANCE
| Year | SCT Total for First CEO (1) ($) | 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) ($) | Net (Loss) Income ($ in millions) | Adjusted EBITDA ($ in millions) | | 2025 | $9,798,424 | N/A | $2,996,762 | $3,488,594 | N/A | $2,059,328 | $94 | $69 | $(100.5) | $651.8 | | 2024 | $20,358,134 | $2,781,383 | $2,269,661 | $10,721,588 | $(7,840,154) | $388,243 | $147 | $104 | $108.6 | $873.9 | | 2023 | N/A | $11,982,531 | $2,306,226 | N/A | $13,528,609 | $2,417,626 | $230 | $128 | $460.2 | $1,310.1 | | 2022 | N/A | $10,745,566 | $2,386,281 | N/A | $8,902,735 | $572,337 | $223 | $110 | $1,326.9 | $2,427.8 | | 2021 | N/A | $10,105,293 | $3,217,587 | N/A | $41,203,583 | $11,724,673 | $239 | $117 | $1,296.7 | $2,493.3 |
PAY VERSUS PERFORMANCE
(1)Our First CEO represents Mr. Lane who became President and CEO of Olin on March 18, 2024. Our Second CEO represents Mr. Sutton who became President and CEO on September 1, 2020. 53 Table of Contents (2)The Other NEOs for each applicable year are as follows: 2025: Todd A. Slater, Florian J. Kohl, Brett A. Flaugher, and Deon A. Carter 2024: Todd A. Slater, Brett A. Flaugher, Dana C. O’Brien, Florian J. Kohl, Patrick M. Schumacher, and Damian Gumpel 2023: Todd A. Slater, Dana C. O’Brien, Patrick M. Schumacher, and Damian Gumpel 2022: Todd A. Slater, Dana C. O’Brien, Patrick M. Schumacher, Damian Gumpel, and Pat D. Dawson 2021: Todd A. Slater, Pat D. Dawson, James A. Varilek, and Damian Gumpel (3)The following adjustments were made to the SCT total in order to calculate CAP for 2025:
PAY VERSUS PERFORMANCE
| | CEO ($) | Average Other NEOs ($) | | Total Compensation from Summary Compensation Table | $9,798,424 | $2,996,762 | | Adjustments for Pension | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table | — | (21,973) | | Service Cost | — | — | | Total Adjustments for Pension | — | (21,973) | | Adjustments for Equity Awards (i) | | | | Grant Date Fair Value of Stock Awards in the Summary Compensation Table | (7,486,984) | (1,435,061) | | Grant Date Fair Value of Option Awards in the Summary Compensation Table | — | — | | Year-end Fair Value of Outstanding and Unvested Awards Granted in Current Year | 5,166,376 | 990,260 | | Year-over-year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years | (3,384,002) | (294,199) | | 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 | (645,220) | (177,211) | | Prior Year-end Fair Value of Awards Which Failed to Meet Vesting Conditions | — | — | | Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation | 40,000 | 750 | | Total Adjustments for Equity Awards | (6,309,830) | (915,461) | | Compensation Actually Paid | $3,488,594 | $2,059,328 |
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 PSU 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. 54 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 (loss) income, 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 | | Relative Total Shareholder Return |
Required Tabular Disclosure of Most Important Measures to Determine Compensation Actually Paid
55 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 2025 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 2025 LTIP, as described in the CD&A under the heading “What We Pay and Why: Elements of Compensation — Long-Term Incentive Program (LTIP).”