DEF 14A of Quaker Chemical Corp, Mar 28, 2024

DEF 14A of Quaker Chemical Corp

Filed Mar 28, 2024 · FY20230000081362-24-000049

Open on EDGAR

  1. What if a director nominee is unwilling or unable to serve?

    What if a director nominee is unwilling or unable to serve? We do not expect that to occur. If it does, proxies will be voted for a substitute director nominee designated by our Board of Directors.

  2. Proposal 1 – Election of Directors and Nominee Biographies

    Proposal 1 – Election of Directors and Nominee Biographies

  3. What is the makeup of the Board of Directors?

    What is the makeup of the Board of Directors? Our Articles of Incorporation divide our Board of Directors into three classes, each consisting, as nearly as possible, of one-third of the directors. The shareholders elect the members of one class each year to serve for a term of three years. Directors elected to fill vacancies and newly created directorships serve for the balance of the term of the class to which they are elected. Currently, there are eleven directors, three directors in Class I, and four each in Class II and Class III. The current terms of the Class II directors expire at the 2024 annual meeting of shareholders. Mr. Michael J. Shannon will not stand for reelection at the 2024 annual meeting of shareholders. Effective with the annual meeting of shareholders, the Board also approved that the size of the Board will be decreased by one and be fixed at ten directors. At the 2024 annual meeting, three Class II directors are to be elected with each member to serve a three-year term expiring in 2027 and until the director’s successor is duly elected and qualified. The current terms of the four directors in Class III expire at the 2025 annual meeting and the current terms of the three directors in Class I expire at the 2026 annual meeting.

  4. Are there any members of the class of directors to be elected at the meeting who are not standing for reelection?

    Are there any members of the class of directors to be elected at the meeting who are not standing for reelection? Yes. Michael J. Shannon will not be a nominee for reelection this year.

  5. Who are the Board’s nominees this year?

    Who are the Board’s nominees this year? Messrs. Michael F. Barry, Jeffry D. Frisby, and Russell R. Shaller are the nominees for election to the Board of Directors as Class II members. Each nominee, if elected, would hold office until our 2027 annual meeting of shareholders and until a respective successor is duly elected and qualified. Each of the nominees have previously been elected by our shareholders with the exception of Russell R. Shaller who was appointed for director by our Board of Directors effective July 26, 2023. Mr. Shaller was recommended for consideration to join our Board by RSR Partners, a nationally recognized director/executive search firm. Below is information about our nominees for election to the Board as Class II members, including descriptions of their qualifications and their business experience and directorships over the past five years:

  6. Who are the Board’s nominees this year?

    | Michael F. Barry | Not Independent | | Age: 65 Director since: 2008 Chairman since: 2009 Committees: Sustainability Key Skills and Attributes: •Senior Leadership Experience •Risk Assessment •Technology/Science •Manufacturing | Director Qualification Highlights •Extensive and valuable experience acquired through critical leadership positions within Quaker Houghton •Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development and manufacturing •Complementary experience and continuing education in corporate governance through his prior service as the chief executive officer of a public company and current and former service on the boards of other public companies Career Overview •Quaker Houghton Chief Executive Officer and President from October 2008 until retirement in November 2021. •Mr. Barry also held various leadership and executive positions of increasing responsibility since joining the Company in 1998, including as our Chief Financial Officer. Other Public Company Board Memberships •Current Public Company Boards: Arcadium Lithium plc (NYSE: ALTM) (previously known as Livent Corporation) •Previous Public Company Boards (Past Five Years): Rogers Corporation (NYSE: ROG) (from 2010 to 2020) |

  7. Who are the Board’s nominees this year?

    | Jeffry D. Frisby | Independent | | Age: 68 Director since: 2006 Lead Director since: 2023 Committees: Compensation and Human Resources; Sustainability Key Skills and Attributes: •Senior Leadership Experience •Organizational Development/Global Organizations •Governance •Aerospace •Manufacturing | Director Qualification Highlights •Deep experience in manufacturing, particularly in the aerospace industry •Extensive knowledge of accounting/finance, financial reporting, industrial marketing, organizational development, global organizations, governance, strategic planning and corporate development •Complementary experience and continuing education in corporate governance through his service as the chief executive officer of a public company and on the boards of both public and private companies Career Overview •Executive Chairman of PCX Aerostructures, LLC since September 2021, having served as President and Chief Executive Officer from April 2017 until September 2021. PCX Aerostructures is a leading provider of flight critical mechanical systems and components for rotorcraft and fixed wing aerospace platforms. •Chief Executive Officer of Triumph Group, Inc., a public company that manufactures aerospace structures, systems and components, from July 2012 to April 2015, its President from July 2009 to April 2015, and its Chief Operating Officer from July 2009 to July 2012. •Group President of Triumph Aerospace Systems Group, a group of companies that design, engineer and manufacture a wide range of proprietary and build-to-print components, assemblies and systems for global aerospace original equipment manufacturers, from April 2003 to July 2009. •Mr. Frisby also held a variety of other positions within the Triumph Group as well as a predecessor group company, Frisby Aerospace, Inc. •Director of PCX Aerostructures, LLC. Other Public Company Board Memberships •Current Public Company Boards: Astronics Corporation (NASDAQ: ATRO) •Previous Public Company Boards (Past Five Years): None |

  8. Who are the Board’s nominees this year?

    | Russell R. Shaller | Independent | | Age: 60 Director since: 2023 Committees: Audit; Compensation and Human Resources Key Skills and Attributes: •Senior Leadership Experience •Governance •Strategy/Acquisitions •Technology/Science | Director Qualification Highlights •Senior business leader with a demonstrated track record of leading and growing a global technology-focused business •Experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, organizational development, governance, strategic planning, corporate development, research and development and manufacturing •Complementary experience and continuing education in corporate governance through his service as the chief executive officer of a public company and on the board of a public company Career Overview •President and Chief Executive Officer of Brady Corporation, a public company, since April 2022. Prior to his current position, Mr. Shaller served as President of the Identification Solutions business at Brady Corporation from 2015 to 2022. Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. •President of Teledyne Microwave Solutions from 2008 to 2015, with responsibility for advanced microwave products sold in the aerospace and communications industry. •Mr. Shaller held a number of positions of increasing responsibility at W.L. Gore & Associates, including Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. •Mr. Shaller has previously held positions in engineering and program management at Westinghouse Corporation. . Other Public Company Board Memberships •Current Public Company Boards: Brady Corporation (NYSE: BRC) •Previous Public Company Boards (Past Five Years): None |

  9. Who are the Board’s nominees this year?

    The Board believes that, in addition to the information presented above regarding each director nominee’s specific experience, qualifications, attributes and skills, each director nominee has significant leadership experience derived from such director’s professional experience and has a reputation for integrity and honesty and adheres to high ethical standards. These attributes have led the Board to conclude that each of the nominees should continue to serve as a director of Quaker Houghton. The process undertaken by the Company’s Governance Committee in recommending these nominees is described below under the heading “Governance Committee Procedures for Selecting Director Nominees.” The Board recommends that you vote “FOR” the election of Michael F. Barry, Jeffry D. Frisby, and Russell R. Shaller, as directors of Quaker Houghton.

  10. Biographies of Continuing Directors

    Biographies of Continuing Directors Below is information about our directors who were elected as Class III members of the Board in 2022 and whose terms expire in 2025, including descriptions of their qualifications and business experience and directorships over the past five years:

  11. Biographies of Continuing Directors

    | Mark A. Douglas | Independent | | Age: 61 Director since: 2013 Committees: Governance (Chair); Sustainability Key Skills and Attributes: •Senior Leadership Experience •Governance •Technology/Science | Director Qualification Highlights •Senior management experience of a global chemical business •Experience in finance, risk assessment, industrial marketing, organizational development, global organizations, governance, strategic planning, corporate development, technology and science •Complementary experience and continuing education through his service as the chief executive officer of a public company and on the boards of both public and private companies Career Overview •President and Chief Executive Officer of FMC Corporation, a public agricultural sciences company that advances farming through innovative and sustainable crop protection technologies, since June 2020. •President and Chief Operating Officer of FMC from June 2018 until May 2020, President, FMC Agricultural Solutions from October 2012 through May 2018, President, FMC’s Industrial Chemicals Group from January 2011 to September 2012 and Vice President, Global Operations and International Development in 2010. •Mr. Douglas held various senior management positions with Dow Chemical, a leader in specialty chemicals delivering products and solutions to sectors such as electronics, water, energy and coatings, including Vice President, President–Asia, Dow Advanced Materials from April to December 2009. Before that, he was based in Shanghai, China as Corporate Vice President, President–Asia of Rohm and Haas Company, a chemical manufacturing company, from March 2007 to April 2009. •Director of Crop Life International. •Serves on the board of trustees of the Pennsylvania Academy of Fine Arts. Other Public Company Board Memberships •Current Public Company Boards: FMC Corporation (NYSE: FMC) •Previous Public Company Boards (Past Five Years): None |

  12. Biographies of Continuing Directors

    | Sanjay Hinduja | Independent | | Age: 59 Director since: 2019 Committees: Governance Key Skills and Attributes: •Governance •Organizational Development/Global Organizations •Strategic Planning | Director Qualification Highlights •Extensive experience in accounting/finance, financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning and mergers and acquisitions •Complementary experience and continuing education through his service on the board of private companies Career Overview •Chairman of Gulf Oil International Limited, which is part of the privately controlled Hinduja Group of Companies, since February 2001. •Employed by the Hinduja Group of Companies since January 1988 and has been responsible for leading Gulf Oil’s global strategy and expansion. •Non-Executive Chairman of Gulf Oil Corporation Limited from August 2005 until September 2014. •Director of Gulf Oil International Middle East Limited, Gulf Oil Middle East Limited, Sangam Limited, Gulf Oil Marine Limited, and also serves as the Chairman of Gulf Oil Lubricants India Limited. •Chairman of Houghton International Inc. from January 2013 until its combination with Quaker Chemical Corporation. •Director of Gulf Oil Philippines Inc. from July 1999 through June 2021. •Trustee of the Hinduja Foundation UK, which is responsible for the Hinduja Family philanthropic activities in the UK. Other Public Company Board Memberships •Current Public Company Boards: None •Previous Public Company Boards (Past Five Years): None |

  13. Biographies of Continuing Directors

    | William H. Osborne | Independent | | Age: 64 Director since: 2016 Committees: Audit; Compensation and Human Resources (Chair) Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Organizational Development/Global Organizations •Manufacturing | Director Qualification Highlights •Over 30 years of deep transportation industry experience •Seasoned executive with significant experience in accounting/finance, financial reporting, engineering, global manufacturing and quality, industrial sales and marketing, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, divestitures and corporate development Career Overview •Senior Vice President of Operations and Total Quality and leader of the Manufacturing Council for Boeing Defense, Space & Security (BDS), one of The Boeing Company’s three business units, from May 2020 until October 2022. The Boeing Company is the world’s largest aerospace company and a leading manufacturer of commercial jetliners and defense, space and security systems. •Maintained oversight for Environment, Health & Safety at BDS and led Boeing’s Manufacturing Council from 2020 to 2022, at which time he also served on the Boeing Executive Council. •Senior Vice President, Enterprise Operations at Boeing from May 2018 until April 2020. •Senior Vice President of Global Manufacturing and Quality at Navistar International Corporation, a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, from August 2013 to April 2018. •Senior Vice President of Custom Products at Navistar from May 2011 to August 2013. •President and Chief Executive Officer of Federal Signal Corporation, a designer and manufacturer of a suite of products and integrated solutions for municipal, governmental, industrial and airport customers, from September 2008 to October 2010. . Other Public Company Board Memberships •Current Public Company Boards: Armstrong World Industries, Inc. (NYSE: AWI) and Invitae Corporation (NYSE: NVTA) •Previous Public Company Boards (Past Five Years): None |

  14. Biographies of Continuing Directors

    | Fay West | Independent | | Age: 55 Director since: 2016 Committees: Audit (Chair); Governance Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Risk Assessment •Governance | Director Qualification Highlights •Extensive experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, global organizations, governance, corporate development and manufacturing •Complementary experience and education in corporate governance through her prior service on the board of another public company Career Overview •Senior Vice President and Chief Financial Officer of Tennant Company, a world leader in the design, manufacture, and marketing of solutions that help create a cleaner, safer, healthier world, since April 2021. •Senior Vice President and Chief Financial Officer of SunCoke Energy, Inc., the largest independent producer of coke in the Americas, from October 2014 until April 2021. •Senior Vice President and Chief Financial Officer of SunCoke Energy Partners, L.P., a publicly traded master limited partnership that manufactures coke used in the blast furnace production of steel and provides coal handling services to the coke, steel and power industries, from October 2014 until its merger with SunCoke Energy Partners GP LLC in January 2020. •Assistant Controller at United Continental Holdings, Inc., an airline holding company, from April 2010 to January 2011. . Other Public Company Board Memberships •Current Public Company Boards: None •Previous Public Company Boards (Past Five Years): SunCoke Energy Partners, L.P. (NYSE: SXCP) (from October 2014 until June 2019) |

  15. Biographies of Continuing Directors

    Below is information about our directors who were elected as Class I members of the Board in 2023 and whose terms expire in 2026, including descriptions of their qualifications and business experience and directorships over the past five years:

  16. Biographies of Continuing Directors

    | Charlotte C. Henry | Independent | | Age: 59 Director since: 2020 Committees: Audit; Governance Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Governance | Director Qualification Highlights •Over 25 years of broad information technology experience across several major industries •Extensive experience in cybersecurity and information technology, including as the Chair of the Information Technology Committee at the Federal Home Loan Bank of Indianapolis •Experience in financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, technology and science, and manufacturing •Complementary experience and continuing education in corporate governance through her service on the board of another public company Career Overview •Chief Information Technology Officer of the UAW Retiree Medical Benefits Trust, the largest non-governmental purchaser of retiree health care in the United States, covering over 632,300 members, from December 2014 to February 2022. •IT Management Consultant at Data Consulting Group (DCG), a privately held, minority-owned corporation offering a wide range of management consulting, staff augmentation and outsourcing services, from August 2014 until December 2015. •Vice President and Chief Technology Officer of Auto Club Group, a not-for-profit organization, which provides more than 59 million members with automotive, travel, insurance and financial services through its federation of 34 motor clubs and nearly 1,100 branch offices across North America, from September 2008 through June 2014. •Over 25 years of information technology experience through various leadership positions, including 18 years at Ford and General Motors. Both Ford and General Motors are multinational corporations that design, manufacture, market and distribute vehicles worldwide. . Other Public Company Board Memberships •Current Public Company Boards: Federal Home Loan Bank of Indianapolis •Previous Public Company Boards (Past Five Years): None |

  17. Biographies of Continuing Directors

    | Ramaswami Seshasayee | Independent | | Age: 75 Director since: 2019 Committees: Audit; Compensation and Human Resources Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Risk Assessment | Director Qualification Highlights •Significant experience in accounting/finance, financial reporting, risk assessment, industrial marketing, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, technology and science, and manufacturing •Extensive experience in the transportation industry •Complementary experience and continuing education in corporate governance through his service on the boards of other companies Career Overview •Managing Director and Chief Executive Officer at Ashok Leyland Limited, India, a company reported to be the second largest manufacturer of commercial vehicles in India, the fourth largest manufacturer of buses in the world and the twelfth largest manufacturer of trucks, from April 1998 to March 2011. •Executive Vice Chairman of Ashok Leyland from April 2011 until March 2013 and its Non-Executive Vice Chairman from April 2013 until July 2016. •Chairman of Asian Paints, Ltd. •Chairman of IndusInd Bank Ltd. India from June 2007 until August 2019. •Director of Houghton International Inc., from April 2013 until its combination with Quaker Chemical Corporation. . Other Public Company Board Memberships •Current Public Company Boards: None •Previous Public Company Boards (Past Five Years): None |

  18. Biographies of Continuing Directors

    | Andrew E. Tometich Chief Executive Officer and President | Not Independent | | Age: 57 Director since: 2021 Committees: None Key Skills and Attributes: •Senior Leadership Experience •Risk Assessment •Organizational Development/Global Organizations •Strategic Planning/M&A | Director Qualification Highlights •Extensive and valuable experience acquired through his critical leadership position with Quaker Houghton and other prior senior leadership roles •Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, technology and science, corporate development, research and development and manufacturing Career Overview •Chief Executive Officer and President of Quaker Houghton since December 2021. •Executive Vice President, Hygiene, Health and Consumable Adhesives at H.B. Fuller Company, a leading global adhesives provider focusing on perfecting adhesives, sealants, and other specialty chemical products to improve products and lives, from August 2019 until September 2021. •Senior Vice President, Specialty Materials Business at Corning Incorporated, one of the world’s leading innovators in materials science with deep manufacturing and engineering capabilities from September 2017 until August 2019. •President, Performance Silicones Business Unit at The Dow Chemical Company, a leader in specialty chemicals, from June 2016 until February 2017 after having positions of increasing responsibility at Dow Corning Corporation and its subsidiaries from 1989 through 2016. •Director of the American Chemistry Council. •Director and Executive Committee member of the Society of Chemical Industry (SCI). . Other Public Company Board Memberships •Current Public Company Boards: None •Previous Public Company Boards (Past Five Years): None |

  19. Corporate Governance

    Corporate Governance

  20. Leadership Structure

    Leadership Structure Our business is conducted by our officers, managers and employees under the direction of our Chief Executive Officer (“CEO”) and with oversight by our Board of Directors. Mr. Barry, who is a non-management director, has served as non-executive Chairman of the Board since January 2022. Before that, Mr. Barry had been both our CEO and Chairman of the Board since May 2009. In light of the significant growth in the size and complexity of the Company and Mr. Barry’s retirement at the end of 2021, the Board concluded that it was appropriate, after Mr. Barry’s retirement, to separate the roles of CEO and Chairman of the Board. The Board believes that having a separate Chairman of the Board has been and will continue to be invaluable as the Company continues on its strategic growth plans. The Board of Directors has also appointed an independent Lead Director. The Lead Director generally rotates on a biennial basis unless the Board determines that the reappointment of the Lead Director at the end of a two-year term is in the best interests of the Company. The Lead Director serves as the liaison among the Directors, Chairman and CEO. The Lead Director also ensures that the respective responsibilities of the directors and the Chairman are understood; collaborates with the Chairman and CEO to ensure the appropriate flow of information to the Board; works with the Chairman to develop the agendas for Board meetings; coordinates and develops the agenda for and presides over sessions of the Board’s independent directors; ensures appropriate minutes are kept of such meetings and, as appropriate, communicates to the Chairman and CEO the substance of such discussions. Mr. Jeffry D. Frisby is currently our Lead Director, having been appointed to the position for a two-year term on May 10, 2023.

  21. Director Independence

    Director Independence In accordance with NYSE rules, the Board affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted which include all elements of independence set forth in the NYSE listing standards, as well as additional heightened standards. The Company’s director independence standards are described in our Corporate Governance Guidelines. Each director and executive officer is obligated to annually disclose, among other things, any transactions with the Company in which the director (or any organization of which the director is a partner, shareholder or officer) or executive officer, or any member of that person’s immediate family, has a direct or indirect material interest. Based on the Company’s adopted independence standards and the information provided by the directors, the Board determined at its meeting held on February 28, 2024, that, other than Michael F. Barry and Michael J. Shannon, all non-employee directors who served in fiscal 2023 including each nominee for director and those non-employee directors who will continue to serve after our 2024 annual meeting of shareholders, are independent within our guidelines and have no material relationship with the Company as defined by our guidelines. The Company’s independent directors are Mark A. Douglas, Jeffry D. Frisby, Charlotte C. Henry, Sanjay Hinduja, William H. Osborne, Ramaswami Seshasayee, Russell R. Shaller and Fay West. Donald R. Caldwell and Robert H. Rock, who had served on the Board until their retirement on May 10, 2023, were also independent non-employee directors. Based on the Company’s independence standards, the Board has affirmatively determined that Michael F. Barry is not independent because he previously served as an executive officer of the Company, Andrew E. Tometich is not independent because he currently serves as an executive officer of the Company and Michael J. Shannon is not independent because he previously served as an executive officer of Houghton International Inc. There are no family relationships between any of the Quaker Houghton directors, executive officers or nominees for election as directors.

  22. Governance Committee Procedures for Selecting Director Nominees

    Governance Committee Procedures for Selecting Director Nominees The Governance Committee’s goal is to assemble a Board that brings to Quaker Houghton broad perspectives and skills derived from high quality business and professional experience. The current composition of the Board includes directors (including those nominated for reelection this year) with complementary skills, expertise and experience such that the Board, on the whole, has competence and experience in a wide range of relevant areas. Quaker Houghton’s Board currently consists of eleven directors who are or have served as chief executive officers or in other executive management roles, eleven directors with specialized accounting and finance knowledge, nine directors with experience in the chemical industry or other technology or science areas, one director with experience in cybersecurity, two directors with experience understanding and managing environmental risk, nine directors who have served on the boards of other public companies, ten directors with global business experience and seven directors with experience in industries served by Quaker Houghton. The Governance Committee will continue to evaluate the needs of Quaker Houghton and its shareholders to ensure that the competencies of the Board, as a whole, are relevant and robust. In evaluating director nominees, the Governance Committee considers the appropriate size of Quaker Houghton’s Board of Directors and the needs of Quaker Houghton and its shareholders with respect to the particular talents, experience and capacities of its directors, including: experience in similar industries; managerial and other leadership experience; business acumen and other particular expertise; business development experience; strategic capability; independence of judgment; familiarity with corporate governance and the responsibilities of directors and the ability to fulfill those responsibilities; integrity; the potential contribution of each individual to the diversity of backgrounds, experience and competencies that the Governance Committee desires to have represented; and ability to work constructively with the CEO and the Board. In considering nominees for the Board of Directors, the Governance Committee considers the entirety of each candidate’s credentials and the anticipated contributions of the individual as a member of the Board. As described in more detail below under our Corporate Governance Guidelines, directors who also serve as CEOs or in equivalent positions should not serve concurrently on more than three other boards of public companies in addition to our Board, and directors who do not serve as CEOs or in equivalent positions should not serve concurrently on more than four other boards of public companies in addition to our Board. Under the listing standards of the NYSE, without specific approval from the Board, no member of the Audit Committee may serve on more than three public company audit committees in addition to the Quaker Houghton Audit Committee. When identifying and evaluating nominees for director, the Governance Committee considers whether current members of the Board are willing to continue their service. Current members of the Board with skills and experience that are relevant and who are willing to continue to serve are considered for renomination, balancing the value of continuity of service with that of obtaining a new perspective. If a current member does not choose to stand for reelection, the Governance Committee will not recommend that director for reelection. If the Governance Committee recommends an increase in the membership of the Board, it will identify the experience and personal capabilities desired and will seek suggestions as to nominees from the current Board membership. In addition, and as has been done in the past, the Governance Committee may engage third parties to assist in the identification or evaluation of potential director nominees.

  23. Introduction

    | | | The Compensation Discussion and Analysis is organized into the following sections: | | | | Andrew E. Tometich Chief Executive Officer and President | Executive Summary | 36 | | | | Fiscal Year 2023 Business Results | 36 | | | | Fiscal Year 2023 Executive Compensation Highlights | 36 | | | | Executive Compensation Governance Highlights | 45 | | | | General Philosophy | 45 | | | | 2023 Pay Mix | 46 | | | Shane W. Hostetter Executive Vice President, Chief Financial Officer | Shareholder Participation | 47 | | | | Our Compensation Process | 39 | | | | Administrative Practices | 39 | | | | Compensation Consultant | 39 | | | | Benchmarking Data | 39 | | | Joseph A. Berquist Executive Vice President, Chief Commercial Officer | | | | | | Our Compensation Program | 40 | | | | Base Salary | 41 | | | | Annual Incentive Plan | 41 | | | | Long-Term Incentives | 44 | | | Jeewat Bijlani Executive Vice President, Chief Strategy Officer | Comparative Stock Price Performance Graph | 47 | | | | Chief Executive Officer Compensation | 48 | | | | Stock Ownership Policy | 48 | | | | Severance and Change in Control Benefits | 48 | | | | Mr. Tometich’s Employment Agreement | 49 | | | | Other Named Executive Officers | 50 | | | Melissa Leneis Executive Vice President, Chief Human Resources Officer | Other Benefits on Termination | 51 | | | | Perquisites and Other Benefits | 51 |

  24. Executive Summary

    Executive Summary The Company is engaged in highly specialized businesses with a broad global footprint, requiring a management team with unique skills and knowledge. The “Committee” believes that our Total Rewards programs must be competitive to attract and retain high-performing executives with the requisite skill set and performance orientation and has implemented executive compensation programs designed to incentivize high performance. We compensate our executive officers (including our NEOs) through a total compensation package. For 2023, this package consisted of a mix of base salary, an annual cash incentive bonus under our Annual Incentive Plan (the “AIP”), long-term equity award incentives under our long-term performance incentive plan (the “LTIP”) and a competitive benefits package comprising of medical, life, disability and retirement components using both qualified and non-qualified programs, where appropriate.

  25. Fiscal Year 2023 Executive Compensation Highlights

    Fiscal Year 2023 Executive Compensation Highlights Highlights of our fiscal year 2023 executive compensation program include the following: •Pay-for-Performance. A significant portion of the compensation for each of our NEOs is tied to Company performance against objectives set by the Committee. As a group, approximately 78% of the target total compensation for our NEOs other than our CEO (base salary, target annual incentive and long-term equity awards) is provided in the form of variable, at-risk compensation. For our CEO, this percentage is 92%. •Fiscal Year 2023 Annual Incentive Plan. We established rigorous financial and strategic objectives tied to our Company priorities and the external market, as approved by our Board. Based on performance relative to those objectives, the average aggregate payout under the incentive plan for 2023 was approximately 154% of target for the NEOs other than the CEO and 163% of target for the CEO. •Equity Incentive Awards. The long-term incentive compensation for our executive officers is provided in the form of performance stock units and time-based restricted stock. The Committee has determined that this mix is appropriate to focus our NEOs on long-term shareholder value and return on invested capital, which provides a balance between external and internal financial metrics and ensures the awards have a retention component through various economic and performance cycles. •Market-based Approach to Establishing Compensation. As a reference point in making executive compensation decisions, the Committee uses a blend of Peer Group (as defined below) compensation data and broader group data provided by the Committee’s independent compensation consultant. For fiscal 2023, the Peer Group consisted of 15 companies of comparable size (revenue and market capitalization) and business profile (generally chemical industry, primarily specialty chemicals). •Shareholder Advisory Vote on Executive Compensation. At our annual meeting of shareholders held in May 2023, we held an advisory vote on executive compensation. Approximately 97% of our shareholders that voted on this proposal approved the compensation of our NEOs as disclosed in the proxy statement for that meeting. The Committee reviewed these final vote results and determined that, given the level of support, no material changes to our executive compensation policies and programs were necessary as a result of the advisory vote on executive compensation.

  26. Executive Compensation Governance Highlights

    | What We Do | | What We Don’t Do | | | ☑ | Link executive pay to performance through our annual and long-term incentive plans | ☒ | Provide tax gross-ups or single-trigger equity acceleration upon a change of control | | ☑ | Structure a significant portion of pay opportunities in the form of “at-risk” performance-based compensation | ☒ | Provide excessive perquisites | | ☑ | Maintain robust stock ownership guidelines applicable to executive officers and directors | ☒ | Offer single-trigger change of control severance payments (our arrangements are double-trigger) | | ☑ | Conduct an annual say-on-pay vote | ☒ | Allow backdating or repricing of stock options | | ☑ | Maintain a compensation recoupment policy to recapture unearned incentive pay | ☒ | Offer supplemental executive retirement plans | | ☑ | Retain an independent compensation consultant | ☒ | Permit hedging and pledging transactions by directors or executive officers | | ☑ | Periodically conduct a compensation risk review | ☒ | Adopt pay policies or practices that pose material adverse risk to the Company | | | | ☒ | Provide guaranteed bonuses |

  27. Compensation Consultant

    Compensation Consultant The Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. To assist Quaker Houghton in establishing a total direct compensation package comprising base salary, an annual cash incentive bonus and long-term incentives, the Committee has engaged Willis Towers Watson (“WTW"), a leading global professional services company with specific expertise in the areas of benefits, talent management, rewards, and risk and capital management, as an independent consultant on compensation issues. Management had no role in selecting the Committee’s compensation consultant. In addition, WTW has, from time to time, provided the Committee with executive compensation studies and analyses, as well as benchmarking data and counsel on compensation issues as needed or desired. The Committee has assessed the independence of WTW pursuant to SEC rules and concluded that WTW’s work for the Committee (and the work for the Company as referenced above) do not raise any conflict of interest.

  28. Benchmarking Data

    Benchmarking Data Due to our size and the diversity of our businesses around the world, we have not identified one specific peer group that is appropriate to use in defining market total direct compensation for our executive officers. Our primary benchmarks for 2023 total direct compensation for our executive officers were derived from compensation information provided by WTW that is a blend of Peer Group (as defined below) compensation data and broader group data comprising a composite of credible, published executive compensation surveys. The Peer Group includes companies in the chemicals industry of similar size (as measured by revenue and market capitalization) and was referenced by the Committee in making total direct compensation decisions for 2023. This peer group includes the following 15 companies (the “Peer Group”):

  29. Benchmarking Data

    | Peer Group Companies(1) | | | Ashland Global Holdings Inc. (ASH) | Ingevity Corporation (NGVT) | | Avient Corporation (AVNT) | Innospec Inc. (IOSP) | | Axalta Coating Systems Ltd. (AXTA) | Minerals Technologies Inc. (MTX) | | Balchem Corp (BCPC) | NewMarket Corporation (NEU) | | Diversey Holdings, Ltd. (DSEY) | Rayonier Inc. (RYN) | | Element Solutions Inc (ESI) | Sensient Technologies Corporation (SXT) | | GCP Applied Technologies, Inc. (GCP) | Stepan Company (SCL) | | H.B. Fuller Company (FUL) | |

  30. Benchmarking Data

    (1) We made the following changes to the peer group in 2022: •added Ashland Global Holdings, Inc., Avient Corporation, Axalta Coating Systems Ltd., Balchem Corp, Diversey Holdings, Ltd., and Element Solutions Inc. •removed Albemarle Corporation, Ferro Corporation, Kraton Corporation, OMNOVA Solutions, Inc., Venator Materials PLC, and W. R. Grace & Co. We generally aim to benchmark total direct compensation, on average, to a range around the market 50th percentiles of this Peer Group. We believe the philosophy of targeting total direct compensation, on average, to a range around the market 50th percentiles reduces the possibility of excessive risk taking on the part of executives in order to achieve performance targets at the maximum levels. This approach is the starting point as other factors are taken into consideration in establishing target pay opportunities, including experience, breadth of responsibilities, tenure in the position, whether the position held is for succession planning purposes, overall individual performance and internal equity. We do not assign a particular weight to any of these factors but do exercise discretion. In determining 2023 compensation for the Named Executive Officers, the Committee used the benchmarking data WTW had previously provided and various other factors, as described above. Although the Committee closely analyzes the data provided by WTW, it exercises its discretion in the weight it assigns to this data in making individual compensation decisions. Total compensation in 2023 for each Named Executive Officer is reflected in the Summary Compensation Table below.

  31. Our Compensation Program

    | Pay Element | Objectives | Features | | Base Salary | Provide a fixed level of cash compensation for performing day-to-day responsibilities | Based on individual’s role, duties, responsibilities, experience, performance and financial results | | Annual Incentive Plan (AIP) | Reward achievement of short-term financial, strategic and individual performance goals | Cash payments based on achievement of our; (1) Adjusted EBITDA, (2) New Business Wins, and (3) ESG: Safety performance goals. An individual performance component is also considered. | | Long-Term Performance Incentive Plan (LTIP) | Align management interests with those of shareholders, encourage retention and reward long-term Company performance | Consists of: •60% performance-based share units, based on equal parts; (1) relative total shareholder return, and (2) adjusted return on invested capital •40% time-based restricted stock, vesting ratably over a three-year period |

  32. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) The AIP is intended to provide an opportunity to receive incentive bonuses based on the achievement of pre-established goals. We re-evaluate the terms of our AIP each year and adjust as needed to ensure that we are appropriately incentivizing our current objectives. Through our 2023 AIP, we provided short-term cash compensation that is at risk and subject to achievement of designated performance goals. All AIP bonuses are subject to the discretion of the Committee. We designed the AIP to: •align rewards with the business strategy and culture of Quaker Houghton, putting emphasis on individual, team and company contributions; •increase the transparency of how rewards are calculated; and •allow flexibility for Company functions and business units to align. Each NEO’s 2023 AIP target opportunity was expressed as a percentage of the NEO’s base salary and varied based on the NEO’s position and level of responsibilities, as set forth in the table below. Based on performance achievement, the NEOs could earn between 0% and 200% of their 2023 AIP target opportunities.

  33. Annual Incentive Plan (AIP)

    | Name | 2023 Base Salary Level ($) | 2023 AIP Target (% of Base Salary) | 2023 AIP Payout Range (% of 2023 AIP Target) | 2023 AIP Target Award ($) | Actual 2023 AIP Award ($) | | Andrew E. Tometich | 880,000 | 100% | 0-200% | 880,000 | 1,430,000 | | Shane W. Hostetter | 455,000 | 65% | 0-200% | 295,750 | 384,475 | | Joseph A. Berquist | 540,000 | 65% | 0-200% | 351,000 | 570,375 | | Jeewat Bijlani | 500,000 | 65% | 0-200% | 325,000 | 528,125 | | Melissa Leneis | 485,000 | 65% | 0-200% | 315,250 | 512,281 |

  34. Overview of AIP Performance Metrics

    Overview of AIP Performance Metrics The AIP is comprised of financial and strategic objectives tied to our Company priorities and the external market, including adjusted EBITDA, new business wins, and ESG safety performance goals. In addition to these performance metrics, individual performance will be accounted for using a multiplicative modifier, with payout aligned to performance rating, and an individual payout maximum of 200% of target.

  35. Overview of AIP Performance Metrics

    | 2023 AIP Performance Metrics | | | | | | Award Measure | Weight | Award Parameters as a % of Goal Board Discretion to pay between 0-200% of Target | | | | Metric | By Metric | Minimum Threshold Performance Payout 50% of Target | Target Performance Payout 100% | Maximum Performance Payout 200% of Target | | Financial | 60% | $260m | $314m | $350m | | New Business | 25% | 2% | 3% | 4% | | ESG: Safety (TRIR) | 15% | 0.40 | 0.28 | 0.20 | | Total | 100% | | | | | Individual Performance will be applied as a multiplicative, with payout aligned to performance rating, and an individual payout maximum of 200% of target. | | | | |

  36. Changes in AIP Performance Metrics from 2022

    Changes in AIP Performance Metrics from 2022

  37. Changes in AIP Performance Metrics from 2022

    | 2022 Metrics | AIP | → | 2023 Metrics | AIP | | EBITDA (or EBITDA/Profit Before Tax) | 60% | | Adjusted EBITDA | 60% | | Net New Business | 10% | | New Business | 25% | | ESG | 10% | | ESG: Safety (TRIR) | 15% | | Safety | 10% | | Total % | 100% | | Individual Performance | 10% | | Multiplied by Individual Performance Modifier (Maximum payout of 200%) | | | Target % | 100% | | | |

  38. Financial Metrics – Adjusted EBITDA

    | Award Parameters | | Payout | | Minimum Threshold Performance | $260m | If Adjusted EBITDA is less than minimum threshold; payout will be 0% If Adjusted EBITDA is at minimum threshold; payout will be 50% of Target | | Target Performance | $314m | If Adjusted EBITDA is at Target; payout will be 100% of Target | | Maximum Performance | $350m | If Adjusted EBITDA is at or above maximum; payout will be 200% of Target |

  39. New Business Wins

    | Award Parameters | | Payout | | Minimum Threshold Performance | 2% | If actual NBW is less than minimum threshold; payout will be 0% of Target If actual NBW is at minimum threshold; payout will be 50% of Target | | Target Performance | 3% | If actual NBW is at Target; payout will be 100% of Target | | Maximum Performance | 4% | If actual NBW is at or above maximum; payout will be 200% of Target |

  40. ESG: Safety Performance

    | Award Parameters | | Payout | | Minimum Threshold OII/TRIR | 0.40 | If OII/TRIR is at minimum threshold; payout will be 50% of Target | | Target OII/TRIR | 0.28 | If OII/TRIR is at Target; payout will be 100% of Target | | Maximum OII/TRIR | 0.20 | If actual OII/TRIR is at or above maximum; payout will be 200% of Target |

  41. Payout for 2023

    Payout for 2023 As discussed above, in 2023, the Company met or exceeded each of the adjusted EBITDA, new business, and safety performance metrics listed above. As a result, AIP plan participants achieved a percentage of their target award opportunity based on their regional role noted below:

  42. Payout for 2023

    | Region | Percentage of AIP Target | | Global | 130% | | Americas | 106% | | EMEA | 116% | | APAC | 127% |

  43. Payout for 2023

    The Named Executive Officers earned an award between 130% and 163% of their target award opportunity, based on all of the AIP results above. The 2023 year-end base salary target and maximum incentive opportunity and AIP bonuses awarded and paid are noted below:

  44. Payout for 2023

    | Name | Target and Maximum Incentive Opportunities | AIP Bonus Awarded | | Andrew E. Tometich | 100-200% | 163% | | Shane W. Hostetter | 65-200% | 130% | | Joseph A. Berquist | 65-200% | 163% | | Jeewat Bijlani | 65-200% | 163% | | Melissa Leneis | 65-200% | 163% |

  45. Payout for 2023

    Bonuses under the AIP may be paid in cash or in shares of Quaker Houghton common stock, although we generally have paid this bonus in cash. All payouts for 2023 were made in cash.

  46. Long-Term Incentives

    Long-Term Incentives The LTIP is intended to assist us in attracting, retaining and motivating employees, non-employee directors and consultants through the use of compensation that rewards long-term performance. The use of stock-based compensation in our long-term incentive plan balances the cash-based annual incentive bonus. The Committee believes that stock ownership by management and equity-based performance compensation arrangements are useful tools to align the interests of management with those of our shareholders and long-term performance of the Company. Generally, employees selected as award recipients hold key positions impacting the long-term success of the Company and its subsidiaries. These awards are based on overlapping three-year performance periods. In 2023, the Committee again reviewed current trends in long-term compensation practices with WTW. The most recent review confirmed that our practices were generally consistent with those of other public companies and are as follows: •Provide two types of awards (performance-dependent stock unit awards (“PSUs”) and restricted stock) to senior executives, including the Named Executive Officers, with a higher weighted percentage of performance-dependent stock unit awards than restricted stock awards for the Named Executive Officers. •The PSU portion of the Company’s 2016 LTIP is performance-based. The performance criteria for the PSU are comprised of two metrics: (1) relative total shareholder return (“RTSR”) over the applicable period as compared to the S&P 400 MidCap Materials Index and (2) three-year average adjusted Return on Invested Capital (“ROIC”). The use of ROIC reiterates Management’s focus on effective capital deployment by focusing on long-term operational performance. For these purposes, RTSR is calculated by using the one-month average stock price at the end of the performance period, divided by the sum of (a) one-month average stock price at the beginning of the performance period, and (b) plus any dividends paid over that period. ROIC is calculated as the net operating profit after tax, divided by the sum of (a) short-term debt, plus (b) long-term debt, plus (c) total equity, less (d) cash. •Restricted stock is time-based with ratable vesting over a three-year period assuming continued employment of the grantee. These restricted shares are eligible for dividends payable, prior to and after vesting, at the time dividends are paid generally.

  47. LTIP Components

    LTIP Components

  48. LTIP Components

    | Award Type | Allocation Percentage | Period | | Performance Stock Units (PSU) | 60% | 3-year performance period with two performance metrics: relative TSR and three-year average adjusted ROIC | | Time-based Restricted Stock Awards (RSA) | 40% | 3-year ratable vesting | | Total | 100% | |

  49. Performance Stock Unit (PSU) Metrics Overview

    Performance Stock Unit (PSU) Metrics Overview

  50. Performance Stock Unit (PSU) Metrics Overview

    | PSU Award Measure | Weighting | Award Parameters as a % of Goal | | | Summary | | Metric | By Metric | Minimum Threshold Performance and Payout | Target Performance and Payout | Maximum Performance and Payout | Notes/Comments | | Relative TSR(1) | 50% | 25th Percentile | 50th Percentile | 75th Percentile | •Performance period from January 1, 2023 through December 31, 2025 •PSUs capped at 200% of grant | | | | Payout: 50% | Payout: 100% | Payout: 200% | | | Adjusted ROIC(2) 3-year average | 50% | XX%(3) | XX%(3) | XX%(3) | •Performance period from January 1, 2023 through December 31, 2025 •ROIC metric introduces capital returns to long term compensation •PSUs capped at 200% of grant | | | | Payout: 50% | Payout: 100% | Payout: 200% | | | Total | 100% | | | | |

  51. Performance Stock Unit (PSU) Metrics Overview

    (1) PSU TSR Metric is relative TSR against S&P 400 MidCap Materials Index. RTSR is calculated by using the one-month average stock price at the end of the performance period, divided by the sum of (a) one-month average stock price at the beginning of the performance period, and plus (b) any dividends paid over that period. (2) ROIC is calculated as the net operating profit after tax, divided by the sum of (a) short-term debt, plus (b) long-term debt, plus (c) total equity, less (d) cash. (3) Information with respect to performance targets for the ROIC metric during the pendency of the performance period is not considered material to an understanding of our compensation arrangements and is not addressed in this discussion because it represents confidential business or financial information that we do not otherwise disclose to the public. Disclosing this information could cause significant competitive harm to the Company. We believe our performance target for the ROIC measure was set at an appropriate level at the beginning of the performance period to be challenging, but sufficiently realistic to motivate the performance of our executive officers. We will disclose information with respect to the ROIC threshold, target and maximum payout opportunities, and the actual number of shares awarded, in our executive compensation disclosures with the SEC in the year following conclusion of the performance period.

  52. Changes in LTIP Design from 2022

    Changes in LTIP Design from 2022

  53. Changes in LTIP Design from 2022

    | 2022 LTIP Design | → | 2023 LTIP Design | | Vehicle Mix •~33.3% performance-based (PSU) •~33.3% time-based (RS) •~33.3% stock options* | | Vehicle Mix •60% performance-based (PSU) •40% time-based (RS) •Eliminated stock options | | LTIP PSU Metrics •Relative TSR, compared to S&P 400 MidCap Materials Index – 100% | | LTIP PSU Metrics •Relative TSR, compared to S&P 400 MidCap Materials Index – 50% •Three-year average adjusted ROIC – 50% | | Restricted Stock Vesting •Cliff vesting schedule | | Restricted Stock Vesting •Ratable vesting schedule |

  54. Changes in LTIP Design from 2022

    *The exercise price of options awarded under the LTIP is not less than 100% of the “fair market value” of a share of Quaker Houghton common stock on the date the option was granted, which is defined as the last sale price for a share of common stock as quoted on the NYSE for that date or, if not reported on the NYSE for that date, as quoted on the principal exchange on which the common stock is listed or traded, and if no such sales are made on that date, then on the next preceding date on which there are such sales.

  55. LTIP Awards for 2023

    LTIP Awards for 2023 In the first quarter of 2023, the Committee selected participants for the 2023-2025 performance period, including all of the Named Executive Officers. The specific amount of each award was determined with reference to market data provided by WTW, as well as the relative position and role of each executive officer within the Quaker Houghton organizational structure, influence on long-term results, past practice, performance factors independent of the terms and amounts of awards previously granted and policy targets for the mix of compensation between base salary, annual and long-term incentives.

  56. LTIP Awards for 2023

    | 2023-2025 Performance Period | | | | | Name | Target PSU Opportunity Grant (units) | Restricted Stock Awarded (shares) | Percentage of Base Salary | | Andrew E. Tometich | 7,264 | 4,843 | 248% | | Shane W. Hostetter | 1,862 | 1,241 | 123% | | Joseph A. Berquist | 2,328 | 1,552 | 130% | | Jeewat Bijlani | 2,162 | 1,441 | 130% | | Melissa Leneis | 2,661 | 1,774 | 165% |

  57. Chief Executive Officer Compensation

    Chief Executive Officer Compensation The Committee generally uses the same factors in determining the compensation of the CEO as it does for the other executive officers. The Committee considers CEO compensation in the Peer Group and the benchmarking data provided by WTW as a starting point for determining competitive compensation. The Committee then, in consultation with the CEO, develops Company performance objectives for the CEO and periodically assesses the performance of the CEO. The Committee also evaluates how much the CEO should be compensated in relation to the other Company executives, but the Committee has not adopted any formula linking the level of CEO compensation to that of other executives.

  58. Chief Executive Officer Compensation

    | CEO Compensation Summary | | | Initial 2023 Base Salary Rate ($)(1) | 800,000 | | New 2023 Base Salary Rate ($)(2) | 880,000 | | 2023 Year-End Total Base Salary Received ($) | 865,538 | | Total Bonus Potential | 100% at Target 200% at Maximum | | Actual AIP Bonus Achieved | 125% of personal target award opportunity 100% of total AIP award opportunity Total AIP bonus award of $1,430,000 | | 2023-2025 Long Term Incentives | Long-term incentive grant opportunity with a value at target equal to $2,184,000, consisting of a target PSU opportunity of approximately 7,264 units and 4,843 shares of restricted stock |

  59. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Committee believes that appropriate severance and change in control benefits are an important part of the total compensation benefits package because they enhance our ability to compete for talent and foster stability in our management. We have entered into employment agreements with each of our Named Executive Officers, pursuant to which severance benefits are payable to each of them under certain circumstances, we have also entered into “double-trigger” change in control agreements with each of the Named Executive Officers pursuant to which the executive officers will receive certain benefits; (1) if they are terminated, (2) within a specified period following a change in control of Quaker Houghton. In determining amounts payable, the Committee seeks to provide severance benefits sufficient to allow our executives time to find a comparable position elsewhere and change in control benefits sufficient to induce our executives to support a change in control transaction fully and remain with us despite any risk of termination after the transaction.

  60. Mr. Tometich’s Employment Agreement

    Mr. Tometich’s Employment Agreement Mr. Tometich is employed pursuant to an employment agreement that permits Quaker Houghton or Mr. Tometich to terminate Mr. Tometich’s employment on 90 days’ written notice, with or without cause or reason. In accordance with the terms of the employment agreement, the Board reviews and adjusts Mr. Tometich’s base salary from time to time. Mr. Tometich’s employment agreement provides that he is eligible to participate in our AIP and LTIP, as well as other benefit programs generally available to full-time U.S. employees. Mr. Tometich’s employment agreement provides that upon the termination of his employment for any reason other than (i) by Quaker Houghton for “cause,” or (ii) his death, Quaker Houghton will pay Mr. Tometich severance consisting of 18 months of salary and bonus at target paid biweekly over an eighteen month period, provided Mr. Tometich signs a release within 45 days of receipt or separation of service. Continuation of all medical and dental coverage will also be available for this period as well as reasonable outplacement assistance for one year following the separation from service. Mr. Tometich’s employment agreement contains a confidentiality and an 18-month non-competition and non-solicitation provision, in the event of termination for any reason (other than his death). In case of termination of employment because of death, Quaker Houghton will not be obligated to make any further payments under the employment agreement other than amounts accrued as of the date of Mr. Tometich’s death, except that Quaker Houghton will pay a death benefit equal to 100% of base salary in effect on the day before death and 50% of base salary in each of the four years thereafter. “Cause” is defined under Mr. Tometich’s employment agreement as willful and material breach of the terms of his employment agreement (after having received notice thereof and a reasonable opportunity to cure or correct) or Quaker Houghton’s policies, or dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, in each case relating to the performance of Mr. Tometich’s duties to Quaker Houghton that is materially injurious to the Company, or a conviction of or guilty plea to a felony or nolo contendere to a felony. Mr. Tometich’s change in control agreement provides that Mr. Tometich is entitled, if terminated (other than for disability, death, by us for “cause,” or by the executive officer other than for “good reason”) within two years following a change in control, to severance in an amount equal to two times the sum of his highest annualized base salary plus an amount equal to the average of the total annual amounts paid to Mr. Tometich under all applicable annual incentive compensation plans during the applicable three calendar-year period described in the change in control agreement, excluding from the average any year in which no amounts were paid. In general, this three-year period would be expected to be the year of termination and the prior two years (if Mr. Tometich has received a bonus in the year of his termination of employment) or, otherwise, the three calendar years prior to the year of his termination of employment. In addition, Mr. Tometich would be entitled to receive (i) earned but unpaid base salary through the termination at the rate in effect on the date of termination or, if higher, at the rate in effect at any time during the 90-day period preceding the change in control; (ii) any unpaid bonus or annual incentive payable to the executive in respect of the calendar year ending prior to the termination; (iii) the pro rata portion of any and all unpaid bonuses and annual incentive awards for the calendar year in which the termination occurs based on mid/target performance; and (iv) the pro rata portion of any and all awards under the Company’s LTIP for the performance period(s) in which the termination occurs, which would have been payable had the target level performance been achieved for the performance period. Mr. Tometich would also be entitled to one year of outplacement services, and participation in the Company’s medical, dental and life insurance programs as if still employed for a period of 24 months. In addition, the benefits and payments would be discontinued if Mr. Tometich violates the confidentiality provisions of his change in control agreement (at any time) or the non-compete provisions of the change in control agreement (during employment or the one-year period thereafter). To the extent the severance allowance, together with any other payments contingent upon a change in control, exceed the limits under Code section 280G (generally, three times the individual’s total average annual compensation for the prior five years), the severance allowance would be reduced to the extent necessary to avoid the disallowance of a deduction under Code section 280G or imposition of the excise tax under Code section 4999 (assuming reduction of the severance allowance is the least economically detrimental to the executive). The Committee believes that providing benefits for Mr. Tometich’s termination within two years following a change in control is fair because he has the broadest responsibility and accountability in ensuring the success of our business and would be crucial to retain in any change in control. This is consistent with our philosophy of tying compensation to level of responsibility and influence over the Company’s results and performance. See the discussion under the caption “Potential Payments Upon Termination or Change in Control” in this proxy statement. These benefits will be paid or provided only if Mr. Tometich signs a general release of claims unless prohibited by local law.

  61. Other Named Executive Officers

    Other Named Executive Officers Messrs. Hostetter, Berquist, Bijlani and Ms. Leneis are each entitled to severance under their respective employment agreements if the Company terminates their employment (other than in the case of termination for “cause”, disability, death or retirement) equal to 12 months base salary at their then current rate of salary. In addition, under her employment agreement Ms. Leneis’s severance would also include 12 months of the target incentive of the AIP for the year of termination. In the case of Messrs. Hostetter, Berquist and Bijlani and Ms. Leneis, “cause” generally means: (i) willful and material breach of their memorandum of employment; (ii) dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, in each case relating to the performance of duties which is materially injurious to Quaker Houghton; or (iii) conviction of or plea of guilty or nolo contendere to a felony. Messrs. Hostetter, Berquist, Bijlani and Ms. Leneis are also entitled to reasonable outplacement assistance under their respective employment agreements. Messrs. Hostetter’s, Berquist’s, Bijlani’s and Ms. Leneis’s severance payments are contingent upon signing a form of release satisfactory to Quaker Houghton. None of the Named Executive Officers are entitled to severance under their employment agreements if they terminate their employment voluntarily, even if for “good reason”. Under their respective employment agreements, Messrs. Hostetter, Berquist and Bijlani and Ms. Leneis would receive any severance payments in semi-monthly installments. See also the discussion under the caption “Termination Other than for Cause, Disability, Death or Retirement” in this proxy statement. Quaker Houghton has entered into change in control agreements with each of its Named Executive Officers. Under these agreements (Mr. Tometich’s is described above), the officers, other than Mr. Tometich are entitled, (1) if terminated (other than for disability, death, by us for “cause,” or by the executive officer other than for “good reason”), (2) within two years following a change in control, to severance in an amount equal to 1.5 times the sum of their highest annualized base salary plus an amount equal to the average of the total annual amounts paid to the executive under all applicable annual incentive compensation plans during the applicable three calendar-year period described in the change in control agreements, excluding from the average any year in which no amounts were paid. In general, this three-year period would be expected to be the year of termination and the prior two years (if the executive received a bonus in the year of the executive’s termination of employment) or, otherwise, the three calendar years prior to the year of such executive officer’s termination of employment. See the discussion under the caption “Potential Payments Upon Termination or Change in Control” in this proxy statement. In addition, these executive officers are entitled to receive (i) earned but unpaid base salary through the termination at the rate in effect on the date of termination or, if higher, at the rate in effect at any time during the 90-day period preceding the change in control; (ii) any unpaid bonus or annual incentive payable to the executive in respect of the calendar year ending prior to the termination; (iii) the pro rata portion of any and all unpaid bonuses and annual incentive awards for the calendar year in which the termination occurs based on target performance for Messrs. Hostetter, Berquist, Bijlani and Ms. Leneis; and (iv) the pro rata portion of any and all awards under the Company’s LTIP for the performance period(s) in which the termination occurs, which would have been payable had the target level performance been achieved for the performance period. In addition to the amounts described above, our other Named Executive Officers are also entitled to one-year outplacement services, and participation in our medical, dental and life insurance programs as if still employed for a period of 18 months. These benefits would be paid or provided only if the executive officer signs a general release of claims unless prohibited by local law. In addition, the benefits and payments would be discontinued if the executive officer violates the confidentiality provisions of such executive officer’s respective change in control agreement (at any time) or the non-compete provisions of the change in control agreement (during employment or the one-year period thereafter). To the extent the severance allowance, together with any other payments contingent upon a change in control, exceed the limits under Code section 280G (generally, three times the individual’s average annual compensation for the prior five years), the severance allowance would be reduced to the extent necessary to avoid the disallowance of a deduction under Code section 280G or imposition of the excise tax under Code section 4999 (assuming reduction of the severance allowance is the least economically detrimental to the executive). In the change in control agreements “cause” generally means: (i) the willful and material breach of the employment agreement between the executive and Quaker Houghton (after having received notice and the reasonable opportunity to correct); (ii) dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, in each case relating to the performance of the executive’s employment with Quaker Houghton which is materially injurious to Quaker Houghton; or (iii) conviction of or plea of guilty to a felony. “Good reason” includes, other than by reason of executive’s death or disability: (i) any reduction in the executive’s base salary from that provided immediately before the “covered termination” or, if higher, immediately before a change in control; (ii) any reduction in the executive’s bonus opportunity (including cash or noncash incentives) or increase in the goals or standards required to accrue that opportunity, as compared to the opportunity and goals or standards in effect immediately before the change in control; (iii) a material adverse change in the nature or scope of the executive’s authorities, powers, functions or duties from those in effect immediately before the change in control; (iv) a reduction in the executive’s benefits from those provided immediately before the change in control, disregarding any reduction under a plan or program covering employees generally that applies to all employees covered by the plan or program; or (v) the executive being required to accept a primary employment location which is more than 25 miles from the location at which they were primarily employed during the 90-day period prior to a change in control.

  62. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation awarded to, paid to, or earned by each of our executive officers who are named in the table. In this proxy statement, we sometimes refer to this group of individuals as our “Named Executive Officers.”

  63. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards (1)($)(e) | Option Awards (1)($)(f) | Non-Equity Incentive Plan Compensation (2)($)(g) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(h) | All Other Compensation(3)($)(i) | Total ($)(j) | | Andrew E. Tometich Chief Executive Officer and President | 2023 | 865,538 | — | 2,462,944 | — | 1,430,000 | — | 51,277 | 4,809,759 | | | 2022 | 800,000 | 550,000 | 1,136,866 | 559,987 | 480,000 | — | 28,150 | 3,555,003 | | | 2021 | 163,077 | 286,894 | 2,005,432 | — | — | — | 1,567 | 2,456,970 | | Shane W. Hostetter Executive Vice President, Chief Financial Officer | 2023 | 447,480 | — | 631,257 | — | 384,475 | — | 41,087 | 1,504,299 | | | 2022 | 407,190 | 20,000 | 250,342 | 123,330 | 147,791 | — | 21,423 | 970,076 | | | 2021 | 353,200 | 20,000 | 204,739 | 100,956 | 215,280 | — | 20,228 | 914,403 | | Joseph A. Berquist Executive Vice President, Chief Commercial Officer | 2023 | 535,933 | — | 789,316 | — | 570,375 | — | 32,976 | 1,928,600 | | | 2022 | 512,856 | — | 338,379 | 166,639 | 201,825 | — | 26,404 | 1,246,103 | | | 2021 | 451,668 | — | 411,738 | 89,969 | 311,350 | — | 25,599 | 1,290,324 | | Jeewat Bijlani Executive Vice President, Chief Strategy Officer | 2023 | 500,000 | — | 732,973 | — | 528,125 | — | 34,840 | 1,795,938 | | | 2022 | 464,459 | — | 380,230 | 123,330 | 253,500 | — | 24,692 | 1,246,211 | | | 2021 | 431,286 | — | 281,709 | 89,969 | 226,270 | — | 28,443 | 1,057,677 | | Melissa Leneis Executive Vice President, Chief Human Resources Officer | 2023 | 479,577 | 150,000 | 902,183 | — | 512,281 | — | 47,974 | 2,092,015 | | | 2022 | 217,000 | 150,000 | 1,458,171 | 199,957 | 207,025 | — | 16,313 | 2,248,466 |

  64. Summary Compensation Table

    (1)The amounts in columns (e) and (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity awards of restricted stock and PSUs granted under the Company’s LTIP excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 8 of Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended. The grant date fair value of restricted stock is calculated using the closing price of the Company’s common stock on the NYSE on the grant date. The grant date fair value of the PSUs reflected in column (e) are the target payouts based on the probable outcome of the performance condition, determined as of the grant date, and are disclosed in the “Grants of Plan-Based Awards” table in this proxy statement. The maximum potential values as of the grant date of the 2023-2025 PSUs granted in 2023 assuming the highest level of performance are as follows: $2,620,561 for Mr. Tometich; $671,735 for Mr. Hostetter; $839,849 for Mr. Berquist; $779,963 for Mr. Bijlani and $959,982 for Ms. Leneis. (2)The amounts in column (g) are incentive cash bonuses earned in 2023 and payable in 2024 under the AIP ($1,430,000 for Mr. Tometich; $384,475 for Mr. Hostetter; $570,375 for Mr. Berquist; $528,125 for Mr. Bijlani; and $512,281 for Ms. Leneis). (3)The amounts in column (i) reflect all other compensation paid in 2023:

  65. Summary Compensation Table

    | Name | Contributions Pursuant to the Company’s Retirement Savings Plan ($) | Dividends Paid on Time-based Restricted Stock Awards ($) | Cost Associated with Personal Financial Planning ($) | Costs Associated with Executive Physical or Concierge Medical Reimbursement Program ($) | | Andrew E. Tometich | 19,589 | 11,940 | 12,782 | 6,966 | | Shane W. Hostetter | 21,150 | 3,780 | 7,157 | 9,000 | | Joseph A. Berquist | 18,686 | 6,368 | 2,922 | 5,000 | | Jeewat Bijlani | 19,800 | 6,393 | 5,959 | 2,688 | | Melissa Leneis | 20,764 | 10,932 | 7,278 | 9,000 |

  66. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Provided below is information on grants made in 2023 to the Named Executive Officers under the Company’s LTIP. In March 2023, awards for the 2023-2025 period were made to the Named Executive Officers consisting of time-based restricted stock with ratable vesting over a three-year period and a PSU opportunity. See discussion under the heading “Long-Term Incentives” under the Compensation Discussion and Analysis section in this proxy statement.

  67. Grants of Plan-Based Awards

    | Name (a) | Grant Date (b) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(4) | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (2)(#)(h) | All Other Option Awards: Number of Securities Underlying Options (#)(i) | Exercise or Base Price of Option Awards ($/Sh)(j) | Grant Date Fair Value of Stock and Option Awards (3)($)(k) | | | | Target ($)(c) | Maximum ($)(d) | Threshold (#)(e) | Target (#)(f) | Maximum (#)(g) | | | | | | Andrew E. Tometich | 3/15/23 | 880,000 | 1,760,000 | 3,632 | 7,264 | 14,528 | 4,843 | 0 | 0.00 | 2,462,944 | | Shane W. Hostetter | 3/15/23 | 295,750 | 591,500 | 931 | 1,862 | 3,724 | 1,241 | 0 | 0.00 | 631,257 | | Joseph A. Berquist | 3/15/23 | 351,000 | 702,000 | 1,164 | 2,328 | 4,656 | 1,552 | 0 | 0.00 | 789,316 | | Jeewat Bijlani | 3/15/23 | 325,000 | 650,000 | 1,081 | 2,162 | 4,324 | 1,441 | 0 | 0.00 | 732,973 | | Melissa Leneis | 3/15/23 | 315,250 | 630,500 | 1,330 | 2,661 | 5,322 | 1,774 | 0 | 0.00 | 902,183 |

  68. Grants of Plan-Based Awards

    (1)The amounts shown in column (e) reflect the minimum number of shares of Quaker Houghton common stock that will be paid under the Company’s LTIP pursuant to PSUs if the Company’s RTSR reflects a 25th percentile rank and the Company’s Adjusted Return on Invested Capital (ROIC) reflects payout at the 50% of the target amounts shown in column (f). The amounts shown in column (g) are 200% of the target amounts shown in column (f). The value or maturation of a PSU award is determined by performance over a three-year period based on two metrics: (1) relative total shareholder return against a pre-determined peer group and (2) three-year average adjusted Return on Invested Capital. The actual number of common shares to be issued to the Named Executive Officers, if any, will not be determined until after completion of the three-year performance period, based on an achievement percentage of actual performance at the end of the performance period multiplied by each Named Executive Officer’s respective target PSU award. Any shares so earned would be paid out in early 2026. (2)The amounts shown in column (h) for awards granted on March 15, 2023, or on other dates as indicated in column (b) reflect the number of shares of time-based restricted stock awarded under the LTIP with ratable vesting over a three-year period. Under the LTIP, with respect to the 2023-2025 performance period, on March 15, 2023, Mr. Tometich received a long-term incentive grant consisting of 4,843 shares of time-based restricted stock; Mr. Hostetter received 1,241 shares of time-based restricted stock; Mr. Berquist received 1,552 shares of time-based restricted stock; Mr. Bijlani received 1,441 shares of time-based restricted stock; and Ms. Leneis received 1,774 shares of time-based restricted stock. (3)The amounts included in column (k) represent the full grant date fair value of the awards computed in accordance with FASB ASC Topic 718 excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are described in Note 8 of Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended. (4)These columns show the potential payment range under the 2023 Annual Cash Incentive Plan. For additional information, see “Compensation Discussion and Analysis – Annual Cash Incentive Bonus.” The cash incentive payment range is generally from 0% to 200% of target. There is no threshold or equivalent for these awards. The actual amount paid out under the 2023 AIP is paid out in early 2024 and presented in the Summary Compensation Table in the column entitled “Non-Equity Incentive Compensation.”

  69. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  70. Outstanding Equity Awards at Fiscal Year-End

    | Name (a) | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options(1) Exercisable (#) (b) | Number of Securities Underlying Unexercised Options(1) Unexercisable (#)(c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(d) | Option Exercise Price ($)(e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($)(h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (6)(7)(8)(9)(#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)(j) | | Andrew E. Tometich | 3,396 | 6,793 | — | 178.29 | 3/16/2029 | 3,138(4) | 669,712 | 1,510 | 322,264 | | | | | | | | 4,843(5) | 1,033,593 | 3,138 | 669,712 | | | | | | | | | | 14,528 | 3,100,566 | | Shane W. Hostetter | 1,011 | 506 | — | 240.20 | 3/15/2028 | 252(3) | 53,782 | 691 | 147,473 | | | 748 | 1,496 | — | 178.29 | 3/16/2029 | 162(3) | 34,574 | 3,724 | 794,776 | | | | | | | | 691(4) | 147,473 | | | | | | | | | | 1,241(5) | 264,854 | | | | Joseph A. Berquist | 879 | 440 | — | 245.49 | 3/15/2028 | 367(3) | 78,325 | 934 | 199,334 | | | 450 | 2,022 | — | 178.29 | 3/16/2029 | 992(3) | 211,713 | 4,656 | 993,684 | | | | | | | | 934(4) | 199,334 | | | | | | | | | | 1,552(5) | 331,228 | | | | Jeewat Bijlani | 645 | — | — | 154.92 | 2/26/2025 | 367(3) | 78,325 | 691 | 147,473 | | | 731 | — | — | 136.64 | 3/30/2027 | 431(3) | 91,984 | 4,324 | 922,828 | | | 879 | 440 | — | 245.49 | 3/15/2028 | 691(4) | 147,473 | | | | | 748 | 1,496 | — | 178.29 | 3/16/2029 | 902(4) | 192,505 | | | | | | | | | | 1,441(5) | 307,538 | | | | Melissa Leneis | 208 | 2,821 | — | 142.38 | 3/16/2029 | 1,404(4) | 299,642 | 1,404 | 299,642 | | | | | | | | 1,774(5) | 378,607 | 5,322 | 1,135,821 |

  71. Outstanding Equity Awards at Fiscal Year-End

    (1)The options have a seven-year term, except as described below. For options expiring on February 26, 2025, the grant date is August 15, 2019, and these options have a 5-year, 6-month, 12-day term. For options expiring on March 30, 2027, the grant date is March 30, 2020. For options expiring on March 15, 2028, the grant date is March 15, 2021, except for Mr. Hostetter whose grant date was April 19, 2021, and which options have a 6-year, 10-month, 26-day term. For options expiring on March 16, 2029, the grant date is March 16, 2022, except for Ms. Leneis, whose grant date was July 5, 2022, and which options have a 6-year, 8-month, 12-day term. One-third of each award vests on the first, second and third anniversaries of the respective grant date (except for Mr. Bijlani whose 2,421 options granted on August 15, 2019 vest in equal installments upon grant, and upon the second and third anniversaries of February 26, 2020; Mr. Hostetter whose 1,517 options granted on April 19, 2021 vest on the first, second, and third anniversaries of March 15, 2021; and Ms. Leneis whose 4,231 options granted on July 5, 2022 vest on the first, second, and third anniversaries of March 16, 2022). (2)Reflects amounts based on the closing market price of the Company’s common stock on the NYSE of $213.42 per share on December 29, 2023. (3)Time-based restricted stock awards granted under the LTIP that vested on March 15, 2024. (4)Time-based restricted stock awards granted under the LTIP that vest on March 16, 2025. (5)Time-based restricted stock awards granted under the LTIP that vest in three equal annual installments beginning on March 15, 2024. (6)No shares are included with respect to the 2021-2023 PSUs. Actual performance through December 31, 2023 for the 2021-2023 PSUs granted under the LTIP in 2021 was below threshold and resulted in no payout. The final number of common shares (and therefore, value of the awards) awarded to the Named Executive Officers pursuant to the PSUs, if any, will not be determined until the end of each performance period, based on an achievement percentage of actual performance at the end of the performance period multiplied by each Named Executive Officer’s respective target PSU award. (7)The October 2021 - September 2024 PSUs granted under the LTIP in 2021 vest on September 30, 2024 and would be paid out in late 2024 based on the level of achievement of the performance over the three-year performance period. Actual performance through December 31, 2023 was below threshold and would have resulted in no payout. As such, pursuant to SEC rules and regulations, for the awards granted for the period October 1, 2021 through September 30, 2024, the number of shares and payout value reflected above assume threshold performance. (8)The 2022-2024 PSUs granted in 2022 under the LTIP vest on December 31, 2024 and would be paid out in early 2025 based on the level of achievement of the performance condition over the three-year performance period. Actual performance through December 31, 2023 was above threshold and would have resulted in a payout. As such, pursuant to SEC rules and regulations, for the awards granted in fiscal year 2022, the number of shares and payout value reflected above assume target performance. (9)The 2023-2025 PSUs granted in 2023 under the LTIP vest on December 31, 2025 and would be paid out in early 2026 based on the level of achievement of the performance condition over the three-year performance period. Actual performance through December 31, 2023 was above target and would have resulted in a payout. As such, pursuant to SEC rules and regulations, for the awards granted in fiscal year 2023, the number of shares and payout value reflected above assume maximum performance.

  72. Option Exercises and Stock Vested

    Option Exercises and Stock Vested This table shows the number and value of stock options exercised and stock awards vested during 2023 by the Named Executive Officers.

  73. Option Exercises and Stock Vested

    | Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(1) (#)(b) | Value Realized on Exercise(2) ($)(c) | Number of Shares Acquired on Vesting (#)(d) | Value Realized on Vesting(3) ($)(e) | | Andrew E. Tometich | — | — | — | — | | Shane W. Hostetter | — | — | 439(4) | 84,881 | | Joseph A. Berquist | 1,482 | 85,396 | 634(4) | 122,584 | | Jeewat Bijlani | 6,338 | 449,704 | 634(4) | 122,584 | | Melissa Leneis | 1,202 | 65,450 | 7,023(5) | 1,368,712 |

  74. Option Exercises and Stock Vested

    (1)The amounts shown in column (b) reflect the total number of shares acquired on exercise. (2)Reflects the difference between the exercise price of the option and the last reported sale price for a share of common stock as quoted on the NYSE on the date of exercise. The value of exercising stock options can be realized in cash or in stock. Of the value realized on exercise, all amounts reflect the value in cash. (3)Amounts reflect the closing price of the Company’s common stock on March 30, 2023 at $193.35, and the closing price of the Company’s common stock on July 5, 2023 at $194.89 per share. (4)Represents a time-based restricted stock award under the LTIP that vested 100% on March 30, 2023. (5)Represents a time-based restricted stock award under the LTIP that vested 100% on July 5, 2023.

  75. Pension Benefits

    Pension Benefits There are no pension benefits applicable to any Named Executive Officers. In 2020, the Company completed the termination of its U.S. Pension Plan and distributed all remaining benefits.

  76. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We describe below estimated amounts payable to each of our Named Executive Officers under certain situations, assuming the termination of employment and, where applicable, that a change in control occurred on December 31, 2023. For purposes of this section, the term “change in control” generally means: (a) any person who, subject to certain exceptions, is or becomes the beneficial owner of securities of Quaker Houghton representing 30% or more of the combined voting power of Quaker Houghton’s then outstanding shares of common stock or such lesser percentage of voting power (but not less than 15%), as determined by the independent members of the Board of Directors; (b) during any two-year period, directors of Quaker Houghton in office at the beginning of such period plus any new director whose election by the Board of Directors or whose nomination for election by Quaker Houghton’s shareholders was approved by a vote of at least two-thirds of the directors then still in office (who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) shall cease for any reason to constitute at least a majority of the Board; (c) the consummation of (i) any consolidation or merger of Quaker Houghton in which Quaker Houghton is not the continuing or surviving corporation or pursuant to which Quaker Houghton’s voting common shares would be converted into cash, securities, and/or other property, other than a merger of Quaker Houghton in which holders of Quaker Houghton common shares immediately prior to the merger have the same proportionate ownership of voting shares of the surviving corporation immediately after the merger as they had in the common shares immediately before; or (ii) any sale, lease, exchange, or other transfer of all or substantially all the assets or earning power of Quaker Houghton; or (d) the approval of the liquidation or dissolution of Quaker Houghton by its shareholders or the Board of Directors. The amounts shown are estimated amounts and have not been calculated as a present value or otherwise adjusted for varying payment dates. The amounts shown are estimates of the amounts that would be paid; the actual amounts to be paid can only be determined at the time of the executive’s separation from the Company (or a change in control, if applicable). Also, see the discussions under the headings “Severance and Change in Control Benefits” through “Other Benefits on Termination” in the Compensation Discussion and Analysis section of this proxy statement.

  77. Equity Compensation Plans

    | PAY RATIO DISCLOSURE |

  78. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations of the SEC, we are providing the following information about the annual total compensation of our employees and the annual total compensation of our CEO, Andrew E. Tometich. For 2023, our last completed fiscal year: •The annual total compensation of our median employee, identified as described below was $45,947; and •The annual total compensation of our CEO was $4,809,759. This amount equals the CEO’s compensation as reported in the Summary Compensation Table. Based on this information, for 2023 the ratio of the annual total compensation of our CEO, to the median of the total compensation of all employees was 105 to 1.

  79. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information on the relationship between Compensation Actually Paid (“CAP”) and the Company’s performance for our Named Executive Officers (“NEOs”), including the Principal Executive Officer (“PEO”). The definition of CAP is mandated by the SEC and is not used by the Compensation and Human Resources Committee in its pay-for-performance assessments. See the “Compensation Discussion and Analysis” section for a discussion of the Company’s compensation philosophy, practices and programs.

  80. Pay versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) (5) (8) | Summary Compensation Table Total for former PEO(1) | Compensation Actually Paid to former PEO (1)(2)(5) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs(3) (4) (5) | Value of Initial Fixed $100 Investment Based on | | Net (loss) /Income (in thousands) | Adjusted EBITDA (7) (in thousands) | | | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (6) | | | | 2023 | $4,809,759 | $5,130,084 | $— | $— | $1,830,213 | $1,927,256 | $134.47 | $165.81 | $112,872 | $320,379 | | 2022 | $3,555,003 | $2,624,688 | $— | $— | $1,427,714 | $1,059,279 | $104.15 | $142.32 | $(15,842) | $257,150 | | 2021 | $2,456,970 | $2,361,197 | $4,400,422 | $2,648,915 | $935,317 | $613,817 | $142.48 | $146.31 | $121,431 | $274,109 | | 2020 | — | — | $7,045,414 | $10,839,520 | $1,244,976 | $1,837,408 | $155.41 | $110.65 | $39,787 | $221,974 |

  81. Pay versus Performance Disclosure

    (1) The Principal Executive Officer and the former Principal Executive Officer reflected in the above table are Mr. Tometich and Mr. Barry respectively. Mr. Barry served as CEO through November 30, 2021 and Mr. Tometich became CEO on December 1, 2021. (2) To calculate “CAP” for the PEO, the following amounts were deducted from and added to Summary Compensation Table total compensation.

  82. Current PEO

    | Year | Summary Compensation Table Total for Mr. Tometich | Pension Benefit Adjustment | Equity Adjustment (a) | Compensation Actually Paid to Current PEO Total | | 2023 | $4,809,759 | $— | $320,325 | $5,130,084 | | 2022 | $3,555,003 | $— | $(930,315) | $2,624,688 | | 2021 | $2,456,970 | $— | $(95,773) | $2,361,197 |

  83. Former PEO

    | Year | Summary Compensation Table Total for Mr. Barry | Pension Adjustment (a) | Equity Adjustment (b) | Compensation Actually Paid to Former PEO Total | | 2021 | $4,400,422 | $3,959 | $(1,755,466) | $2,648,915 | | 2020 | $7,045,414 | $(1,218,878) | $5,012,984 | $10,839,520 |

  84. Other NEOs

    | Year | Summary Compensation Table Total for Other NEOs | Pension Benefit Adjustment (a) | Equity Adjustment (b) | Compensation Actually Paid to Other NEOs Total | | 2023 | $1,830,213 | $— | $97,043 | $1,927,256 | | 2022 | $1,427,714 | $— | $(368,435) | $1,059,279 | | 2021 | $935,317 | $— | $(321,500) | $613,817 | | 2020 | $1,244,976 | $(125,415) | $717,847 | $1,837,408 |

  85. Relationship between Compensation Actually Paid (CAP) and Performance Metrics

    Relationship between Compensation Actually Paid (CAP) and Performance Metrics

  86. Director Compensation

    Director Compensation The Governance Committee is charged with reviewing and making recommendations to the Board of Directors with respect to director compensation. The Company uses a combination of cash and stock-based compensation to attract and retain candidates on the Board. Director compensation is targeted at the median of the relevant comparison groups (discussed below) consistent with the positioning of executive officer compensation. In the past, in making this determination, the Governance Committee used certain industry-wide data obtained by Quaker Houghton’s management to set compensation. For the 2023-2024 Board year, each non-management director received an annual cash retainer of $80,000 and a time-based restricted stock award equal to $130,000 in accordance with the Company’s LTIP, issued in June 2023, which vests in a single installment a year from the date of issuance assuming continued Board membership. In addition, each non-management director received an annual fee related to their specific committee membership as follows:

  87. Director Compensation

    | Committee | Annual Retainer ($) | | Audit Committee | 10,000 | | Compensation and Human Resources Committee | 5,000 | | Governance Committee | 5,000 | | Sustainability Committee | 5,000 |

  88. Director Compensation

    The chairperson of each Board committee received the following additional compensation:

  89. Director Compensation

    | Committee | Chairperson Retainer ($) | | Audit Committee | 20,000 | | Compensation and Human Resources Committee | 15,000 | | Governance Committee | 12,500 | | Sustainability Committee | 12,500 |

  90. Director Compensation

    The Lead Director received an additional annual retainer of $20,000, and the non-executive Chair received an additional retainer of $100,000, which is paid in monthly installments. The 2023 Director Stock Ownership Plan was adopted by the Board of Directors of the Company on February 22, 2023 and approved by the shareholders at the 2023 annual meeting. Presently, under the terms of the 2023 Director Stock Ownership Plan, each independent director is required to beneficially own on May 1 of the applicable calendar year shares of Quaker Houghton common stock equal to the Threshold Amount, which is defined as the quotient obtained by dividing (i) 500% of the annual retainer for the applicable calendar year by (ii) the average of the closing price of a share of Quaker Houghton common stock for the previous calendar year. If an independent director’s share ownership falls below the Threshold Amount, 75% of the annual cash retainer payable will be paid in shares of Quaker Houghton common stock and the remaining 25% of the annual cash retainer will be paid in cash, unless the director elects to receive a greater percentage of Quaker Houghton common stock (up to 100%). If a director’s share ownership meets or exceeds the Threshold Amount, the director may elect to receive common stock in payment of a percentage (up to 100%) of the annual cash retainer for the applicable year.

  91. Director Compensation

    Director Compensation

  92. Director Compensation

    | Name(1)(a) | Fees Earned or Paid in Cash(2) ($)(b) | Stock Awards(3) ($)(c) | Option Awards ($)(d) | Non-Equity Incentive Plan Compensation ($)(e) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(f) | All Other Compensation(4) ($)(g) | Total ($)(h) | | Michael F. Barry | 185,000 | 129,857 | — | — | — | 1,201 | 316,058 | | Donald R. Caldwell(5) | — | — | — | — | — | 603 | 603 | | Mark A. Douglas | 102,500 | 129,857 | — | — | — | 1,201 | 233,558 | | Jeffry D. Frisby | 110,000 | 129,857 | — | — | — | 1,201 | 241,058 | | Charlotte C. Henry | 95,000 | 129,857 | — | — | — | 1,201 | 226,058 | | Sanjay Hinduja | 85,000 | 129,857 | — | — | — | 1,201 | 216,058 | | William H. Osborne | 110,000 | 129,857 | — | — | — | 1,201 | 241,058 | | Robert H. Rock(5) | — | — | — | — | — | 603 | 603 | | Ramaswami Seshasayee | 95,000 | 129,857 | — | — | — | 1,201 | 226,058 | | Russell R. Shaller(6) | 79,167 | 129,921 | — | — | — | 250 | 209,338 | | Michael J. Shannon | 97,500 | 129,857 | — | — | — | 1,201 | 228,558 | | Fay West | 115,000 | 129,857 | — | — | — | 1,201 | 246,058 |

  93. Director Compensation

    (1)Mr. Tometich receives no compensation for his service as a director. (2)Under the terms of the Company’s 2023 Director Stock Ownership Plan, Ms. Henry and Mr. Shannon were paid a portion of their retainer for the 2023-2024 Board year in shares of the Company’s common stock in lieu of cash, valued at $191.585 per share on June 1, 2023 (the Retainer Payment Date). Ms. Henry and Mr. Shannon each received 313 shares in lieu of $59,966. Mr. Shaller, who was appointed by the Board as a director on July 26, 2023, was paid a prorated portion of his retainer for the 2023-2024 Board year in shares of the Company’s common stock in lieu of cash, valued at $194.39 per share on July 26, 2023 (the Prorated Retainer Payment Date). Mr. Shaller received 257 shares in lieu of $49,958. (3)The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for outstanding equity awards under the Company’s LTIP. (4)The amounts in this column for each director include dividends paid on unvested time-based restricted stock awards. Mr. Shaller received a lower dividend payment in 2023 than the other directors because he was issued a prorated retainer in July 2023 that will vest in May 2024. (5)Messrs. Caldwell and Rock retired from the Board effective May 10, 2023. (6)Mr. Shaller was appointed to the Board as a director on July 26, 2023.

  94. Director Compensation

    | COMPENSATION POLICIES AND PRACTICES |