DEF 14A of Quaker Chemical Corp, Mar 31, 2025

DEF 14A of Quaker Chemical Corp

Filed Mar 31, 2025 · FY20240000081362-25-000051

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 twelve directors, four directors in each of Class I, Class II and Class III. The current terms of the Class III directors expire at the 2025 annual meeting of shareholders. At the 2025 annual meeting, four Class III directors are to be elected with each member to serve a three-year term expiring in 2028 and until the director’s successor is duly elected and qualified. The current terms of the four directors in Class I expire at the 2026 annual meeting and the current terms of the four directors in Class II expire at the 2027 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? No.

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

    Who are the Board’s nominees this year? Messrs. Mark A. Douglas, Sanjay Hinduja, William H. Osborne and Ms. Fay West are the nominees for election to the Board of Directors as Class III members. Each nominee, if elected, would hold office until our 2028 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. Below is information about our nominees for election to the Board as Class III 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?

    | Mark A. Douglas | Independent | | Age: 62 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 in corporate governance through his prior 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, from June 2020 until September 2024. •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. •Serves on the board of trustees of the Pennsylvania Academy of Fine Arts. Other Public Company Board Memberships •Current Public Company Boards: None •Previous Public Company Boards (Past Five Years): FMC Corporation (NYSE: FMC) (from June 2020 until September 2024) |

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

    | Sanjay Hinduja | Independent | | Age: 60 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 | | William H. Osborne | Independent | | Age: 65 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) •Previous Public Company Boards (Past Five Years): Invitae Corporation (NYSE: NVTA) (from January 2023 until August 2024) |

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

    | Fay West | Independent | | Age: 56 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 service on the boards of other public companies 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: Astronics Corporation (NASDAQ: ATRO) •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 Mark A. Douglas, Sanjay Hinduja, William H. Osborne and Fay West, 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 I members of the Board in 2023, with the exception of Nandita Bakhshi, who was appointed to the Board on July 31, 2024 and Joseph A. Berquist, who was appointed to the Board on November 18, 2024, and whose terms expire in 2026, including descriptions of their qualifications and business experience and directorships over the past five years:

  11. Biographies of Continuing Directors

    | Nandita Bakhshi | Independent | | Age: 66 Director since: 2024 Committees: Audit; Sustainability Key Skills and Attributes: •Senior Leadership Experience •Global Organizations •Strategy/Acquisitions •Accounting/Finance, Financial Reporting | Director Qualification Highlights •Extensive and diversified financial industry background, including as the former CEO of Bank of the West •Experience in finance, global organizations, mergers and acquisitions, financial analysis, risk assessment, cybersecurity, and digital transformation, and environmental and sustainability initiatives •Complementary experience and continuing education in corporate governance through her service on the boards of public and private companies Career Overview •Special Advisor to BMO Financial Group, a leading North American bank providing personal and commercial banking, global markets and investment banking to customers from February 2023 until December 2023. •President and Chief Executive Officer of Bank of the West, a bank marketing a broad range of retail banking products and services to individuals, small businesses and corporate clients from March 2016 to February 2023 and Co-Chief Executive Officer of BNP Paribas USA, Inc., a leading international bank for corporations, institutions, and individuals from March 2016 to February 2023. •Head of US Consumer Bank and Group Head of Direct Channels at TD Bank from March 2009 to February 2016. •Head of Products and Payments at Washington Mutual in Seattle from March 2006 to September 2008. •Head of Mobile Commerce at First Data from March 2004 to March 2005. Other Public Company Board Memberships •Current Public Company Boards: Beyond Meat, Inc. (NYSE: BYND) •Previous Public Company Boards (Past Five Years): None |

  12. Biographies of Continuing Directors

    | Joseph A. Berquist Chief Executive Officer and President | Not Independent | | Age: 53 Director since: 2024 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 positions with Quaker Houghton over many years •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, and manufacturing Career Overview •Chief Executive Officer and President of Quaker Houghton since November 18, 2024. •Executive Vice President, Chief Commercial Officer of Quaker Houghton from January 2023 through November 18, 2024. •Executive Vice President, Chief Strategy Officer and Managing Director, Global Specialty Businesses of Quaker Houghton from September 2021 until December 2022; and Interim Managing Director - EMEA from August 2022 through December 2022. •Senior Vice President, Global Specialty Businesses and Chief Strategy Officer of Quaker Houghton from August 2019 until September 2021. •Vice President and Managing Director - North America of Quaker Houghton from April 2010 until July 2019. Other Public Company Board Memberships •Current Public Company Boards: None •Previous Public Company Boards (Past Five Years): None | | Charlotte C. Henry | Independent | | Age: 60 Director since: 2020 Committees: Audit; Governance Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Governance | Director Qualification Highlights •Over 30 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, 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 members with automotive, travel, insurance and financial services across North America, from September 2008 through June 2014. •Over 30 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 |

  13. Biographies of Continuing Directors

    | Ramaswami Seshasayee | Independent | | Age: 76 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 |

  14. Biographies of Continuing Directors

    Below is information about our directors who were elected as Class II members of the Board at the 2024 Annual Shareholders meeting, with the exception of Lucrèce Foufopoulos-De Ridder, who was appointed to the Board on July 31, 2024, and whose terms expire in 2027, including descriptions of their qualifications and business experience and directorships over the past five years:

  15. Biographies of Continuing Directors

    | Michael F. Barry | Not Independent | | Age: 66 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 with 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 Quaker Houghton 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: None •Previous Public Company Boards (Past Five Years): Rogers Corporation (NYSE: ROG) (from 2010 to 2020) and Arcadium Lithium plc (NYSE: ALTM) (previously known as Livent Corporation) (from 2018 to 2025) |

  16. Biographies of Continuing Directors

    | Lucrèce Foufopoulos- De Ridder | Independent | | Age: 57 Director since: 2024 Committees: Compensation and Human Resources; Sustainability Key Skills and Attributes: •Senior Leadership Experience •Strategic Planning/M&A •Technology/Science •Industrial Marketing •ESG | Director Qualification Highlights •~30 years’ experience in the specialty chemical and materials industry in a variety of business, strategy, commercial and technology leadership roles at multinational companies, including Tyco (h-Raychem), the Dow Chemical Group (including h-Dow and h-Rohm and Haas), Eastman Chemical, and the Borealis Group. •Experience in senior leadership, accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, strategic planning, mergers and acquisitions, technology/science, environmental matters, and manufacturing •Complementary experience and continuing education in corporate governance through her service on the boards of public and private companies Career Overview •Executive Vice President Polyolefins BU, Circular Economy Solutions and Innovation & Technology, and Chief Technology Officer of Borealis Group, one of the world’s leading providers of advanced and sustainable polyolefin solutions from January 2019 to December 2023. •Vice President and General Manager, Rubber Additives, Eastman Chemical Company from November 2015 to December 2018. •Chief Commercial Officer, Eastman Chemical Company from September 2014 to October 2015. •Supervisory Board Member of Sika AG (SWX: Sika). •Supervisory Board Member of Royal Vopak (Euronext Amsterdam: VPK). Other Public Company Board Memberships •Current Public Company Boards: Amcor plc (NYSE: AMCR and ASX: AMC) and Tronox Holdings plc (NYSE: TROX) •Previous Public Company Boards (Past Five Years): None |

  17. Biographies of Continuing Directors

    | Jeffry D. Frisby | Independent | | Age: 69 Director since: 2006 Lead Director since: 2023 Committees: Compensation and Human Resources; Sustainability (Chair) 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 prior 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 |

  18. Biographies of Continuing Directors

    | Russell R. Shaller | Independent | | Age: 61 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 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 |

  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 was 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 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 19, 2025, that, other than Michael F. Barry, all non-employee directors who served in fiscal 2024 including each nominee for director and those non-employee directors who will continue to serve after our 2025 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 Nandita Bakhshi, Mark A. Douglas, Lucrèce Foufopoulos-De Ridder, Jeffry D. Frisby, Charlotte C. Henry, Sanjay Hinduja, William H. Osborne, Ramaswami Seshasayee, Russell R. Shaller and Fay West. 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 and Andrew E. Tometich, who previously served on the Board until his departure from the Company in November 2024, was not independent during his term because he served as an executive officer of the Company. Joseph A. Berquist is not independent because he currently serves as an executive officer of the Company. Michael J. Shannon, who served on the Board until his term ended on May 8, 2024, was 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 twelve directors who are or have served as chief executive officers or in other executive management roles, twelve directors with specialized accounting and finance knowledge, nine directors with experience in the chemical industry or other technology or science areas, two directors with experience in cybersecurity, four directors with experience understanding and managing environmental risk, ten directors who have served on the boards of other public companies, eleven directors with global business experience and eight 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 relevant skills, experience and sufficient time to dedicate to the role 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 size 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. As a result of the Governance Committee’s process, including inviting current members of the Board to recommend candidates as potential nominees, the committee recommended Mses. Bakhshi and Foufopoulos-De Ridder be nominated, and the Board elected both of them effective July 31, 2024.

  23. Introduction

    | | | The Compensation Discussion and Analysis is organized as follows: | | | | | | | Executive Summary | 31 | | | Joseph A. Berquist Chief Executive Officer and President (since November 18, 2024) | | CEO Succession and Other Leadership Changes | 31 | | | | | Fiscal Year 2024 Business Results | 31 | | | | | Fiscal Year 2024 Executive Compensation Highlights | 32 | | | | | Executive Compensation Governance Highlights | 33 | | | | | General Philosophy | 33 | | | Andrew E. Tometich Former Chief Executive Officer and President (until November 18, 2024) | | 2024 Pay Mix | 34 | | | | | Shareholder Participation | 34 | | | | | Our Compensation Process | 35 | | | | | Administrative Practices | 35 | | | Thomas Coler Executive Vice President, Chief Financial Officer (since June 10, 2024) | | Compensation Consultant | 35 | | | | | Benchmarking Data | 35 | | | | | Our Compensation Program | 36 | | | | | Base Salary | 37 | | | Shane W. Hostetter Former Executive Vice President, Chief Financial Officer (until June 7, 2024) | | Annual Incentive Plan (AIP) | 37 | | | | | Long-Term Incentives | 40 | | | | | Comparative Stock Price Performance Graph | 43 | | | | | Chief Executive Officer Compensation | 44 | | | Jeewat Bijlani Executive Vice President, Global Specialty and Chief Growth Officer | | Stock Ownership Policy | 45 | | | | | Severance and Change in Control Benefits | 45 | | | | | Mr. Berquist’s Employment Agreement | 45 | | | | | Mr. Tometich’s Employment Agreement and Separation Agreement | 46 | | | Jeffrey Fleck Senior Vice President, Chief Global Supply Chain Officer | | Other Named Executive Officers | 46 | | | | | Other Benefits on Termination | 48 | | | | | Perquisites and Other Benefits | 48 | | | Melissa Leneis Former Executive Vice President, Chief Human Resources Officer (until December 2, 2024) | | | | | | | | | | | | Robert T. Traub Senior Vice President, General Counsel and Corporate Secretary | | | |

  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 that for 2024, 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. CEO Succession and Other Leadership Changes

    CEO Succession and Other Leadership Changes Mr. Tometich’s tenure as our CEO and President and as a member of our Board ended on November 18, 2024. Mr. Berquist assumed the role of CEO and President on November 18, 2024 and became a member of our Board at that time. Before becoming CEO and President, Mr. Berquist served as our Executive Vice President, Chief Commercial Officer since January 2023. In connection with this CEO succession, we entered into an employment agreement with Mr. Berquist on November 18, 2024 and a separation agreement with Mr. Tometich on December 5, 2024. The details of these agreements are set forth under the caption “Mr. Tometich’s Employment Agreement and Separation Agreement” and “Mr. Berquist’s Employment Agreement” in this proxy statement. Mr. Hostetter’s tenure as our CFO ended on June 7, 2024. Mr. Coler assumed the role of CFO on June 10, 2024. In connection with this CFO succession, we entered into an employment agreement with Mr. Coler on May 6, 2024 and a separation agreement with Mr. Hostetter dated June 2, 2024. The details of these agreements are set forth under the caption “Mr. Hostetter’s Severance Arrangement” in this proxy statement. Ms. Leneis’ tenure as our Executive Vice President, Chief Human Resources Officer ended on December 2, 2024. We entered into a separation agreement with Ms. Leneis dated January 6, 2025. The details of this agreement are set forth under the caption “Ms. Leneis’ Severance Arrangement” in this proxy statement.

  26. Fiscal Year 2024 Executive Compensation Highlights

    Fiscal Year 2024 Executive Compensation Highlights Highlights of our fiscal year 2024 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 65% of the target total compensation for our NEOs other than our former and current CEOs (base salary, target annual incentive and long-term equity awards) is provided in the form of variable, at-risk compensation. For our former and current CEOs, this percentage is 82% and 79%, respectively. •Fiscal Year 2024 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 AIP for 2024 was approximately 70% of target for the NEOs other than the former and current CEOs, and 68% and 77% of target for the former and current CEOs, respectively. •Equity Incentive Awards. The long-term incentive compensation for our executive officers consists of performance stock units (“PSUs”) and time-based restricted stock units (“RSUs”), balancing pay-for-performance with executive retention. The Committee ties a majority of awards to performance through PSUs, which vest based on relative total shareholder return and return on invested capital, while RSUs foster retention of executive officers. •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 2024, the Peer Group consisted of 16 companies of comparable size (revenue and market capitalization) and business profile (primarily specialty chemicals). •Shareholder Advisory Vote on Executive Compensation. At our annual meeting of shareholders held in May 2024, 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.

  27. 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 | | ☑ | Structure a significant portion of pay opportunities in the form of “at-risk” performance-based compensation | ☒ | Provide single-trigger equity acceleration upon a change in control | | ☑ | Maintain robust stock ownership guidelines applicable to executive officers and directors | ☒ | Provide excessive perquisites | | ☑ | Conduct an annual say-on-pay vote | ☒ | Offer single-trigger change of control severance payments (our arrangements are double-trigger) | | ☑ | Maintain a compensation recoupment policy | ☒ | Allow backdating or repricing of stock options | | ☑ | Retain an independent compensation consultant | ☒ | Offer supplemental executive retirement plans | | ☑ | Periodically conduct a compensation risk review | ☒ | Permit hedging and pledging transactions by directors or executive officers | | | | ☒ | Adopt pay policies or practices that pose material adverse risk to the Company | | | | ☒ | Provide guaranteed bonuses |

  28. Shareholder Participation

    Shareholder Participation We have sought and have received approval from our shareholders for long-term incentive plans that we use to attract, motivate, retain and reward our executives. The Committee regularly reviews our executive compensation programs to ensure they achieve the desired goals of aligning our compensation practices to performance and pay practices in our industry to achieve sustainable shareholder value creation. In the first quarter of 2024, the Committee determined that the Company’s current compensation programs are not likely to encourage excessive risk-taking. In reaching that conclusion, the Committee considered key design elements of our compensation programs, including that they: i.employ a balanced mix of components of salary and annual and long-term incentives that are not overly weighted to short-term incentives, ii.use multiple performance factors preventing an overemphasis on any one metric, iii.are measured against peers to ensure that they are competitive and reasonable, and iv.provide incentive awards that are capped at 200% of target. For more information about the Committee’s risk assessment process, please refer to the section titled “Compensation Policies and Practices - Risk Assessment.” In addition, at the Company’s 2024 annual meeting of shareholders, the shareholders overwhelmingly voted, on an advisory basis, to approve the Company’s compensation of our Named Executive Officers. Given the significant level of support received in the recent 2024 advisory vote, the Board of Directors and Committee have not made any material changes to our executive compensation policies since that time.

  29. 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 formerly engaged Willis Towers Watson (“WTW”) as an independent consultant on compensation issues. The Committee changed its independent compensation consultant in March 2024, engaging Meridian Compensation Partners (“Meridian”), one of the largest independent executive compensation advisory firms with expertise in compensation program design, research and competitive market intelligence and executive pay and governance matters, as an independent consultant on compensation matters; however, WTW still provides benchmarking data to the Company. Management had no role in selecting the Committee’s compensation consultant. During the partial year in which WTW was engaged as independent compensation consultant, and the balance of the year when Meridian was engaged as independent compensation consultant, each reported directly to the Committee. In addition, in 2024, Meridian 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. In 2024, Meridian provided services to the Committee related to the appointment of Mr. Berquist as our new CEO. The Committee has assessed the independence of WTW and Meridian pursuant to SEC rules and concluded that WTW’s and Meridian’s work for the Committee (and the work for the Company as referenced above) do not raise any conflict of interest.

  30. 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 2024 total direct compensation for our executive officers were derived from compensation information and executive compensation surveys provided by WTW that included a blend of Peer Group (as defined below) and broader group compensation data. The Peer Group includes companies in the chemicals industry of similar size (as measured by revenue and market capitalization). This peer group includes the following 16 companies (the “Peer Group”):

  31. Benchmarking Data

    | Peer Group Companies(1) | | | Ashland Inc. (ASH) | Ingevity Corporation (NGVT) | | Avient Corporation (AVNT) | Innospec Inc. (IOSP) | | Axalta Coating Systems Ltd. (AXTA) | Koppers Holdings Inc. (KOP) | | Balchem Corporation (BCPC) | Minerals Technologies Inc. (MTX) | | Cabot Corporation (CBT) | NewMarket Corporation (NEU) | | Element Solutions Inc (ESI) | Rayonier Advanced Materials Inc. (RYAM) | | Ecovyst Inc. (ECVT) | Sensient Technologies Corporation (SXT) | | H.B. Fuller Company (FUL) | Stepan Company (SCL) |

  32. Benchmarking Data

    1.In 2023, we made the following changes to the peer group for use in benchmarking executive compensation in 2024: •removed Diversey Holdings, Ltd. and GCP Applied Technologies, Inc. •added Cabot Corporation, Ecovyst Inc. and Koppers Holdings Inc. These peer company changes were made to address the loss of two companies due to M&A activity, as well as the addition of three comparable companies to ensure the peer group remains balanced. 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, succession planning considerations, overall individual performance and internal equity. We do not assign a particular weight to any of these factors, and the Committee exercises its discretion in the weight it assigns to this data in making individual compensation decisions.

  33. Our Compensation Program

    | Pay Element | Objectives | Features | | Base Salary | Provide a fixed level of cash compensation for performing day-to-day responsibilities | Based on the individual’s role, duties, responsibilities and experience, and our 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. Individual performance is also considered an important component | | 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 RSUs, vesting ratably over a three-year period |

  34. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) The AIP is intended to provide an opportunity to receive annual 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 2024 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 2024 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 2024 AIP target opportunities.

  35. Annual Incentive Plan (AIP)

    | Name | 2024 Base Salary Level ($) | 2024 AIP Target (% of Base Salary) | 2024 AIP Payout Range (% of 2024 AIP Target) | 2024 AIP Target Award ($) | Actual 2024 AIP Award ($) | | Joseph A. Berquist | 555,000 | 65%(1) | 0-200% | 360,750 | 276,425 | | Andrew E. Tometich(2) | 930,000 | 100% | 0-200% | 930,000 | 628,661 | | Thomas Coler | 515,000 | 65% | 0-200% | 334,750 | 256,502 | | Shane W. Hostetter(2) | 495,000 | 65% | 0-200% | 321,750 | 120,906 | | Jeewat Bijlani | 515,000 | 65% | 0-200% | 334,750 | 256,502 | | Jeffrey Fleck | 455,000 | 55% | 0-200% | 250,250 | 201,342 | | Melissa Leneis(2) | 500,000 | 65% | 0-200% | 325,000 | 228,619 | | Robert T. Traub | 455,000 | 55% | 0-200% | 250,250 | 201,342 |

  36. Annual Incentive Plan (AIP)

    1.For 2024, Mr. Berquist’s AIP target award opportunity is calculated using his initial 2024 base salary rate, with a target of 65% of such base salary. In connection with his appointment as Chief Executive Officer and President, his 2025 AIP target award opportunity will increase to 100% of base salary. 2.Pursuant to the 2024 AIP, Messrs. Hostetter and Tometich and Ms. Leneis remained eligible to receive a prorated payout of their 2024 AIP bonus award, based on actual performance, each with an individual performance component deemed to be 100%.

  37. 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 is accounted for using a multiplicative modifier, with payout aligned to performance rating, and an individual payout maximum of 200% of target.

  38. Overview of AIP Performance Metrics

    | 2024 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 | | Adjusted EBITDA | 60% | $320m | $340m | $375m | | New Business | 25% | 2% | 3% | 4% | | ESG: Safety (TRIR) | 15% | 0.37 | 0.35 | 0.33 | | Total | 100% | | | | | Individual Performance will be applied as a multiplicative modifier, with payout aligned to performance rating, and an individual payout maximum of 200% of target. | | | | |

  39. Overview of AIP Performance Metrics

    The Committee added a provision to the 2025 AIP that in the event Adjusted EBITDA does not meet or exceed the threshold performance goal for the year, payouts for all other measures under the 2025 AIP are capped at target. This change will ensure that future AIP payouts are appropriately aligned with Quaker Houghton’s profitability for the year and strengthen the relationship between pay and performance.

  40. Adjusted EBITDA

    | Award Parameters | | Payout | | Minimum Threshold Performance | $320m | 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 | $340m | If adjusted EBITDA is at Target; payout will be 100% of Target | | Maximum Performance | $375m | If adjusted EBITDA is at or above maximum; payout will be 200% of Target |

  41. 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 |

  42. ESG: Safety Performance

    | Award Parameters | | Payout | | Minimum Threshold OII/TRIR | 0.37 | If OII/TRIR is at minimum threshold; payout will be 50% of Target | | Target OII/TRIR | 0.35 | If OII/TRIR is at Target; payout will be 100% of Target | | Maximum OII/TRIR | 0.33 | If actual OII/TRIR is at or above maximum; payout will be 200% of Target |

  43. Payout for 2024

    Payout for 2024 As discussed above, in 2024, the Company did not meet the adjusted EBITDA performance metric but exceeded the NBW and safety performance targets listed above. As a result, AIP plan participants achieved a percentage of their target AIP award opportunity based on their regional role noted below:

  44. Payout for 2024

    | Region | Percentage of AIP Target | | Global | 77% | | Americas | 77% | | EMEA | 77% | | APAC | 77% |

  45. Payout for 2024

    The Named Executive Officers earned an award between 77% and 80% of their target award opportunity, based on 2024 AIP results as noted above and their individual performance modifiers. The 2024 AIP target and maximum incentive opportunity and AIP bonuses awarded and paid are noted below:

  46. Payout for 2024

    | Name | Target and Maximum Incentive Opportunities as a Percentage of Base Salary | AIP Bonus Awarded ($) | Percentage of Target AIP Bonus Achieved | | Joseph A. Berquist | 65-130% | 276,425 | 77% | | Andrew E. Tometich | 100-200% | 628,661 (1) | 77% | | Thomas Coler | 65-130% | 256,502 | 77% | | Shane W. Hostetter | 65-130% | 120,906 (2) | 77% | | Jeewat Bijlani | 65-130% | 256,502 | 77% | | Jeffrey Fleck | 55-110% | 201,342 | 80% | | Melissa Leneis | 65-130% | 228,619 (3) | 77% | | Robert T. Traub | 55-110% | 201,342 | 80% |

  47. Payout for 2024

    1.Mr. Tometich’s AIP bonus was paid based on company performance achieved and an individual performance modifier of 100% on a prorated basis due to his departure as of November 18, 2024. 2.Mr. Hostetter’s AIP bonus was paid based on company performance achieved and an individual performance modifier of 100% on a prorated basis due to his departure as of June 28, 2024. 3.Ms. Leneis’ AIP bonus was paid based on company performance achieved and an individual performance modifier of 100% on a prorated basis due to her departure as of December 2, 2024. Bonuses under the AIP are paid in cash.

  48. Long-Term Incentives

    Long-Term Incentives At the Company’s 2024 annual meeting of shareholders, the shareholders approved an amendment and restatement of the LTIP. The LTIP is intended to assist us in attracting, retaining and motivating employees, non-employee directors and consultants through the use of equity-based compensation that rewards long-term performance. 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. In 2024, the Committee reviewed current trends in long-term compensation practices with its independent compensation consultant. 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 (PSUs and RSUs) to senior executives, including the Named Executive Officers, with a higher weight of PSUs than RSUs for the Named Executive Officers. •The PSU portion of the Company’s 2024 LTIP is performance-based. The performance criteria for the PSU is comprised of two metrics: (1) relative total shareholder return (“RTSR”) over the applicable period as compared to the S&P 1500 Chemicals Group and (2) three-year average adjusted return on invested capital (“ROIC”). •The RSUs are time-based with ratable vesting over a three-year period assuming continued employment of the grantee. These RSUs are eligible for dividend equivalent rights when the Company pays a dividend to holders of Common Stock generally, subject to the same terms and conditions as the RSUs to which the dividend equivalent rights relate. Additionally, the Committee approved a change in the vesting methodology calculation for the 2024 PSU awards. Instead of being 100% based on 3-year cumulative RTSR performance, each metric is now measured for both cumulative performance and continuous improvement over the three-year performance period. For each metric, a 25% weighting will be used every year for the first three years (e.g., 2024, 2025 and 2026), plus a 25% cumulative weighting for the full performance period (e.g., 2024 through 2026). This methodology accounts for potential stock volatility with future payout calculations. The final value of the PSUs will be determined at the conclusion of the 3-year performance period.

  49. LTIP Components

    LTIP Components

  50. LTIP Components

    | Award Type | Allocation Percentage | Period | | PSUs | 60% | 3-year performance period with two performance metrics: RTSR and three-year average adjusted ROIC | | RSUs | 40% | 3-year ratable vesting | | Total | 100% | |

  51. Performance Stock Unit (PSU) Metrics Overview

    Performance Stock Unit (PSU) Metrics Overview

  52. 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 | | RTSR(1) | 50% | 25th Percentile | 50th Percentile | 75th Percentile | •Performance period from January 1, 2024 through December 31, 2026 •25% weighting to each of the three years’ RTSR plus 25% weighting to three-year cumulative RTSR •PSUs capped at 200% of grant | | | | Payout: 50% | Payout: 100% | Payout: 200% | | | Adjusted ROIC(2) | 50% | XX%(3) | XX%(3) | XX%(3) | •Performance period from January 1, 2024 through December 31, 2026 •ROIC metric introduces capital returns to long term compensation •25% weighting to each of the three years’ ROIC plus 25% weighting to the three-year cumulative ROIC •PSUs capped at 200% of grant | | | | Payout: 50% | Payout: 100% | Payout: 200% | | | Total | 100% | | | | |

  53. Performance Stock Unit (PSU) Metrics Overview

    1.RTSR is calculated by comparing 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, plus (b) any dividends paid over that period, against the S&P 1500 Chemicals Group total shareholder return. 2.ROIC is calculated as the net operating profit after tax, divided by the average of the sum of (a) short-term debt, plus (b) long-term debt, plus (c) total equity. 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 metric 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.

  54. LTIP Awards for 2024

    LTIP Awards for 2024 In the first quarter of 2024, the Committee selected participants for the 2024-2026 performance period, including all of the Named Executive Officers then employed by the Company. 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 targets for the mix of compensation between base salary, annual and long-term incentives. The following PSU and RSU awards were granted to the NEOs in 2024.

  55. LTIP Awards for 2024

    | Name | Target Number of PSUs | Number of RSUs | Percentage of Base Salary | | Joseph A. Berquist | 2,098 | 2,784(1) | 126% | | Andrew E. Tometich | 9,742 | 6,494 | 349% | | Thomas Coler | 2,999 | 4,351(2) | 243% | | Shane W. Hostetter | 1,678 | 1,119 | 113% | | Jeewat Bijlani | 1,948 | 2,584(3) | 126% | | Jeffrey Fleck | 1,199 | 799 | 88% | | Melissa Leneis | 2,398 | 1,598 | 160% | | Robert T. Traub | 1,543 | 1,029 | 113% |

  56. LTIP Awards for 2024

    1.Includes a one-time grant of 1,386 RSUs, intended to support retention and maintain leadership stability, that vest in three equal installments beginning on March 15, 2025, which is on the same schedule as the annual RSU awards. 2.Includes a one-time grant of 2,352 RSUs that vest 100% on June 15, 2026. 3.Includes a one-time grant of 1,286 RSUs, intended to support retention and maintain leadership stability, that vest in three equal installments beginning on March 15, 2025, which is on the same schedule as the annual RSU awards.

  57. December 2024 LTIP Awards

    December 2024 LTIP Awards In the fourth quarter of 2024, the Committee approved the grant of special LTIP awards to Messrs. Bijlani and Coler consisting of RSUs that are subject to a RTSR performance modifier (“Special Awards”). The Special Awards will cliff vest based on the executive’s continued service with the Company through the end of the 3-year performance period from December 15, 2024 through December 15, 2027. The number of RSUs eligible to vest at the end of the performance period will be 75% to 125% of the RSUs granted based on the RTSR performance modifier. If the RTSR achievement percentile is less than 25%, the Target RSUs will be reduced by 25%. If the RTSR achievement percentile is between the 26th and 74th percentiles, the Target RSUs will vest at 100%. If the RTSR achievement percentile is in the 75th percentile or greater, the target RSUs will be increased by 25%. Mr. Bijlani received a target RSU opportunity of 4,255 units and Mr. Coler received a target RSU opportunity of 5,565 units. The Special Awards are intended to (i) ensure leadership continuity following the CEO transition on November 18, 2024, in support of the execution of Quaker Houghton’s long-term business strategy; (ii) serve as a critical retention tool in a highly competitive environment for senior executives; and (iii) further align the executives’ interests with those of our shareholders and the long-term performance of the Company.

  58. Comparative Stock Price Performance Graph

    Comparative Stock Price Performance Graph The following graph compares the cumulative total return (assuming reinvestment of dividends) from December 31, 2019 to December 31, 2024 for (i) Quaker Houghton’s common stock, (ii) the S&P MidCap 400 Index (the “MidCap Index”), (iii) the S&P 400 Materials Group Index (the “Materials Group Index”), and (iv) the S&P Composite 1500 Chemicals Index (the “Chemicals Index”), the new published industry index we have selected to use. The graph assumes the investment of $100 on December 31, 2019 in each of Quaker Houghton’s common stock, the stocks comprising the MidCap Index, the Materials Group Index, and the Chemicals Index, respectively. We included the Chemicals Index this year because the Chemicals Index was also the peer group used to assess the 2024 performance stock unit’s total shareholder return relative to the performance of our peer group.

  59. 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 its independent consultant as a starting point for determining competitive compensation opportunities. The Committee then reviews and 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.

  60. Chief Executive Officer Compensation

    | Mr. Tometich’s Compensation Summary | | | Initial 2024 Base Salary Rate ($) | 880,000 | | Merit Increase Base Salary Rate ($)(1) | 930,000 | | 2024 Year-End Total Base Salary Received ($)(2) | 831,154 | | Total Bonus Opportunity | 100% of base salary at Target 200% of base salary at Maximum | | Actual AIP Bonus Achieved(3) | 100% of personal target award opportunity 77% of total AIP award opportunity Total AIP bonus award of $628,661 | | 2024 Long-Term Incentives(4) | Long-term incentive grant opportunity with a value at target equal to $3,250,000, consisting of a target PSU opportunity of approximately 9,742 units and 6,494 RSUs |

  61. 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 experience a qualifying termination (by us without “cause,” or by the executive officer for “good reason”), (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.

  62. Mr. Berquist’s Employment Agreement

    Mr. Berquist’s Employment Agreement Mr. Berquist is employed pursuant to an employment agreement that permits Quaker Houghton or Mr. Berquist to terminate Mr. Berquist’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. Berquist’s base salary from time to time. Mr. Berquist’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. Berquist’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. Berquist severance consisting of 18 months of salary and bonus at target paid bi-weekly over an eighteen month period, provided Mr. Berquist signs a release within 7 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. Berquist’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. Berquist’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. Berquist’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. Berquist’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.

  63. Termination Following Change in Control

    Termination Following Change in Control Mr. Berquist’s change in control agreement provides that Mr. Berquist 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 the highest annualized base salary plus an amount equal to the average of the total annual amounts paid to Mr. Berquist 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. Berquist 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. Berquist 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. Berquist 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 will be discontinued if Mr. Berquist 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 the Internal Revenue Code (“Code”) Section 280G (generally, three times the individual’s average annual compensation for the prior five years), the severance allowance will 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. Berquist’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. Berquist signs a general release of claims unless prohibited by local law.

  64. Mr. Tometich’s Employment Agreement and Separation Agreement

    Mr. Tometich’s Employment Agreement and Separation Agreement Mr. Tometich was 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 reviewed and adjusted Mr. Tometich’s base salary from time to time. Mr. Tometich was eligible to participate in our AIP and LTIP, as well as other benefit programs described earlier in this proxy statement. Mr. Tometich’s employment was terminated without cause, effective November 18, 2024 and he is receiving severance payments over the course of 18 months and continuation of vision and dental benefits pursuant to his separation agreement dated December 5, 2024. The vesting of Mr. Tometich’s equity awards was determined in accordance with the terms of the LTIP, and the number of Mr. Tometich’s PSUs vested was determined on a prorated basis as of Mr. Tometich’s termination date of November 18, 2024, based on his active service during the applicable performance periods. The Committee accelerated the vesting of Mr. Tometich’s equity awards to conform to the retirement provisions under the LTIP. The number of Mr. Tometich’s Restricted Stock Awards and RSUs vested was determined on a prorated basis, based on the number of full months of active service during the applicable restriction period. The number of Mr. Tometich’s Stock Options vested was determined on a prorated basis based on the full months of active service during each applicable vesting period. The value of each of Mr. Tometich’s PSUs, Restricted Stock Awards, RSUs, and Stock Options that vested in connection with his termination of employment was based on the closing market price of our common stock on November 18, 2024 of $167.14. As provided under the 2024 AIP, Mr. Tometich also received a payment of $628,661 representing a prorated AIP award based on actual performance.

  65. Other Named Executive Officers

    Other Named Executive Officers Messrs. Bijlani, Coler, Fleck and Traub 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 the case of Messrs. Bijlani, Coler, Fleck and Traub, “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. Bijlani, Coler, Fleck and Traub are also entitled to reasonable outplacement assistance under their respective employment agreements. Messrs. Bijlani’s, Coler’s, Fleck’s and Traub’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. Bijlani, Coler, Fleck and Traub would receive any severance payments in periodic installments. See also the discussion under the caption “Termination Other than for Cause, Disability, Death or Retirement” in this proxy statement. For a discussion relating to Ms. Leneis’ severance terms, please see the information under the caption “Ms. Leneis’ Severance Arrangement” in this proxy statement.

  66. Mr. Hostetter’s Severance Arrangement

    Mr. Hostetter’s Severance Arrangement Mr. Hostetter’s employment as Chief Financial Officer was terminated without cause effective on June 7, 2024. Mr. Hostetter remained employed with the Company in a transition role through June 28, 2024. As permitted under the Company’s incentive plans, Mr. Hostetter also received a payment of $120,906 representing his AIP award prorated for actual performance through his final date of employment, and prorated vesting of his outstanding unvested equity awards. In connection with his termination, Mr. Hostetter signed a form of release and received severance equal to 12 months of his base salary in the amount of $495,000, to be paid in installments over 12 months following his employment termination date. Mr. Hostetter also received reimbursement of the Company-paid portion of his medical and dental coverage in the amount of $989 on a bi-weekly basis during the severance period. Upon termination, Mr. Hostetter’s options vested on an accelerated basis on his final day of employment of June 28, 2024. The vesting of Mr. Hostetter’s equity awards was determined in accordance with the terms of the LTIP, and the number of Mr. Hostetter’s PSUs vested was determined on a prorated basis as of Mr. Hostetter’s termination date of June 28, 2024, based on his active service during the applicable performance periods. The Committee accelerated the vesting of Mr. Hostetter’s equity awards to conform to retirement provisions under the LTIP. The number of Mr. Hostetter’s Restricted Stock Awards and RSUs vested was determined on a prorated basis, based on the number of full months of active service during the applicable restriction period. The number of Mr. Hostetter’s Stock Options vested was determined on a prorated basis based on the full months of active service during each applicable vesting period. The value of Mr. Hostetter’s PSUs, Restricted Stock Awards, RSUs, and Stock Options that vested in connection with his termination of employment was based on the closing market price of our common stock on June 28, 2024 of $169.70.

  67. Ms. Leneis’ Severance Arrangement

    Ms. Leneis’ Severance Arrangement Ms. Leneis’ employment was terminated without cause, effective December 2, 2024 and, pursuant to a separation agreement and general release, dated January 6, 2025, she is entitled to receive bi-weekly (i) severance payments equal to her current bi-weekly rate plus an amount equal to the prorated bi-weekly amount of her AIP bonus at 2024 target level (with the individual performance under the AIP being deemed to be 100%), for 12 months (the total payment, which equals the gross amount of $825,000) and (ii) benefit payments equal to the Company-paid portion of her medical and dental coverage for 18 months. As provided under the Company’s incentive plan, Ms. Leneis also received a payment of $228,619 representing her AIP award prorated for actual performance through her final date of employment. Ms. Leneis’ severance agreement requires continued compliance with the restrictive covenants in her employment agreement, including confidentiality and a 12-month non-competition and non-solicitation covenant.

  68. Change in Control Agreements

    Change in Control Agreements Quaker Houghton has entered into change in control agreements with each of its Named Executive Officers. Under these agreements (Messrs. Berquist’s and Tometich’s are described above), the officers, other than Messrs. Berquist and 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. Bijlani, Coler, Fleck and Traub; 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. Hostetter and Ms. Leneis were also eligible for change in control benefits, but those agreements terminated in connection with their respective separations. 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 cure or 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.

  69. 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.”

  70. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards ($)(e)(1) | Option Awards ($)(f)(1) | Non-Equity Incentive Plan Compensation ($)(g)(2) | All Other Compensation($)(h)(3)(4) | Total ($)(i) | | Joseph A. Berquist Chief Executive Officer and President(5) | 2024 | 575,731 | — | 1,012,878 | — | 276,425 | 32,082 | 1,897,116 | | | 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 | | Andrew E. Tometich Former Chief Executive Officer and President(5) | 2024 | 831,154 | — | 3,415,558 | — | 628,661 | 3,039,947 | 7,915,320 | | | 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 | | Thomas Coler Executive Vice President, Chief Financial Officer(5) | 2024 | 277,308 | — | 2,305,557 | — | 256,502 | 25,277 | 2,864,644 | | Shane W. Hostetter Former Executive Vice President, Chief Financial Officer(5) | 2024 | 249,481 | — | 588,399 | — | 120,906 | 749,831 | 1,708,617 | | | 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 | | Jeewat Bijlani Executive Vice President, Global Specialty and Chief Growth Officer(5) | 2024 | 512,173 | — | 1,639,537 | — | 256,502 | 42,806 | 2,451,018 | | | 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 | | Jeffrey Fleck Senior Vice President, Global Supply Chain Officer | 2024 | 453,115 | 87,500(6) | 420,304 | — | 201,342 | 31,529 | 1,193,790 | | Melissa Leneis Former Executive Vice President, Chief Human Resources Officer(5) | 2024 | 468,327 | — | 840,642 | — | 228,619 | 188,611 | 1,726,199 | | | 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 | | Robert T. Traub Senior Vice President, General Counsel and Corporate Secretary | 2024 | 452,173 | — | 541,049 | — | 201,342 | 38,454 | 1,233,018 |

  71. 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 granted under the Company’s LTIP excluding the effect of estimated forfeitures as applicable. 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, 2024. The grant date fair value of RSUs and 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 2024-2026 PSUs granted in 2024 assuming the highest level of performance are as follows: $911,266 for Mr. Berquist; $4,231,438 for Mr. Tometich; $1,302,582 for Mr. Coler; $728,839 for Mr. Hostetter; $846,114 for Mr. Bijlani; $520,752 for Mr. Fleck; $1,041,571 for Ms. Leneis and $670,168 for Mr. Traub. The maximum potential values as of the grant date of the Special Awards granted on December 15, 2024 assuming the highest level of performance are as follows: $874,083 for Mr. Bijlani and $1,143,190 for Mr. Coler. The grant date fair value of the amounts in column (f) for options granted in 2022 were calculated using a Black-Scholes option valuation method. 2.The amounts in column (g) are incentive cash bonuses earned in 2024 and payable in 2025 under the AIP, which is further described in the “Compensation Discussion and Analysis” above. 3.The amounts in column (h) reflect the following all other compensation paid in 2024:

  72. 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 ($) | Costs Associated with Executive Physical or Concierge Medical Reimbursement Program ($) | | Joseph A. Berquist | 20,711 | 4,496 | 1,875 | 5,000 | | Andrew E. Tometich | 18,515 | 12,513 | 24,371 | 7,356 | | Thomas Coler* | 6,239 | — | — | — | | Shane W. Hostetter | 20,700 | 1,759 | 12,500 | 6,000 | | Jeewat Bijlani | 20,700 | 5,306 | 12,500 | 4,300 | | Jeffrey Fleck | 20,700 | 3,829 | 7,000 | — | | Melissa Leneis | 12,588 | 5,055 | 6,199 | 9,000 | | Robert T. Traub | 22,622 | 2,837 | 12,995 | — | | *Mr. Coler’s “All Other Compensation” figure in the Summary Compensation Table also includes $19,038 for relocation benefits (inclusive of a gross-up on the benefit). | | | | |

  73. Summary Compensation Table

    4.For the NEOs that experienced a termination of service in 2024, the amounts in column (h) also reflect the following severance related amounts paid or accrued in 2024 in connection with their termination of service:

  74. Summary Compensation Table

    | Name | Payments related to Severance($)(a) | Prorated / Accelerated Options ($)(b) | Prorated/Accelerated Restricted Stock/ Restricted Stock Units ($)(c) | Prorated PSUs ($)(d) | | Andrew E. Tometich | 268,389 | 0 | 1,286,142 | 1,422,661 | | Shane W. Hostetter | 265,076 | 0 | 189,725 | 254,071 | | Melissa Leneis | 155,769 | — | — | — |

  75. Summary Compensation Table

    a.For Mr. Tometich, includes $120 for healthcare continuation; $35,769 for accrued/unused vacation and $232,500 for salary payments during notice period, of which $89,423 was paid in 2024. For Mr. Hostetter, includes $11,864 for healthcare continuation; $24,750 for accrued/unused vacation and $228,462 for severance payments. For Ms. Leneis, includes $28,846 for accrued/unused vacation; and $126,923 for salary during the notice period, of which $28,846 was paid in 2024. b.The value of accelerated vesting of options upon termination of employment was calculated based on the difference between the exercise price and the closing price on the date of termination multiplied by the number of options that accelerated. The accelerated options all have an exercise price greater than the closing price on the date of termination, therefore the intrinsic value of the acceleration included is $0. c. The value of accelerated time-based restricted stock and RSUs upon termination of employment was calculated by using the closing price on the date of termination multiplied by the number of shares or units that accelerated. d.The value of PSUs was calculated by multiplying the prorated target amount by the closing price as of 12/31/24. The value of PSUs is not yet known because the number of PSUs that will ultimately vest is based on Company performance during the respective performance periods, but the maximum potential value as of 12/31/24 assuming the highest level of performance for each performance period are as follows: $2,845,323 for Mr. Tometich and $508,144 for Mr. Hostetter. 5.Mr. Berquist served as Executive Vice President, Chief Commercial Officer from January 1, 2023 until November 18, 2024 when he was named Chief Executive Officer and President. Mr. Tometich served as Chief Executive Officer and President until November 18, 2024. Mr. Coler has served as Executive Vice President, Chief Financial Officer since June 10, 2024. Mr. Hostetter served as Executive Vice President, Chief Financial Officer until June 7, 2024. Mr. Bijlani served as Executive Vice President, Chief Strategy Officer from January 1, 2023 until March 1, 2025 when he was named Executive Vice President, Global Specialty and Chief Growth Officer. Ms. Leneis served as Executive Vice President, Chief Human Resources Officer until December 2, 2024. 6.This amount reflects a cash sign on bonus paid in accordance with Mr. Fleck’s Employment Agreement.

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Provided below is information on grants made in 2024 to the Named Executive Officers under the Company’s LTIP. In March 2024, awards for the 2024-2026 period were made to the Named Executive Officers consisting of time-based RSUs 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.

  77. Grants of Plan-Based Awards

    | Name (a) | Grant Date (b) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3)(#)(h) | All Other Option Awards: Number of Securities Underlying Options (#)(i) | Exercise or Base Price of Option Awards ($/Sh)(j) | Grant Date Fair Value of Stock and Option Awards (4)($)(k) | | | | Target ($)(c) | Maximum ($)(d) | Threshold (#)(e) | Target (#)(f) | Maximum (#)(g) | | | | | | Joseph A. Berquist | 3/15/24 | 360,750 | 721,500 | 1,049 | 2,098 | 4,196 | 1,398 | 0 | 0.00 | 735,457 | | | | | | | | | 1,386 | | | 277,421 | | Andrew E. Tometich | 3/15/24 | 930,000 | 1,860,000 | 4,871 | 9,742 | 19,484 | 6,494 | 0 | 0.00 | 3,415,558 | | Thomas Coler | 6/15/24 | 334,750 | 669,500 | 1,500 | 2,999 | 5,998 | 1,999 | 0 | 0.00 | 991,141 | | | | | | | | | 2,352 | | | 399,864 | | | 12/15/24 | | | 4,174 | 5,565 | 6,956 | | | | 914,552 | | Shane W. Hostetter | 3/15/24 | 321,750 | 643,500 | 839 | 1,678 | 3,356 | 1,119 | 0 | 0.00 | 588,399 | | Jeewat Bijlani | 3/15/24 | 334,750 | 669,500 | 974 | 1,948 | 3,896 | 1,298 | 0 | 0.00 | 682,865 | | | | | | | | | 1,286 | | | 257,406 | | | 12/15/24 | | | 3,191 | 4,255 | 5,319 | | | | 699,267 | | Jeffrey Fleck | 3/15/24 | 250,250 | 500,500 | 600 | 1,199 | 2,398 | 799 | 0 | 0.00 | 420,304 | | Melissa Leneis | 3/15/24 | 325,000 | 650,000 | 1,199 | 2,398 | 4,796 | 1,598 | 0 | 0.00 | 840,641 | | Robert T. Traub | 3/15/24 | 250,250 | 500,500 | 771 | 1,543 | 3,086 | 1,029 | 0 | 0.00 | 541,049 |

  78. Grants of Plan-Based Awards

    1.These columns show the potential payment range under the 2024 AIP. 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 2024 AIP is paid out in early 2025 and presented in the Summary Compensation Table in the column entitled “Non-Equity Incentive Compensation.” 2.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 predetermined 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 2027. On December 15, 2024, Mr. Coler received an additional grant of 5,565 time-based RSUs subject to a performance modifier and Mr. Bijlani received an additional grant of 4,255 time-based RSUs subject to a performance modifier. Measurement of the performance modifier is based on the Company’s RTSR compared to the S&P 1500 Chemicals Group. The target number of RSUs will be adjusted from 75% to 125% of the target number of RSUs depending on achievement of the RTSR performance measured at the end of the three-year performance period. If the Company’s RTSR achievement percentile is less than the 25th percentile, the target RSUs will be reduced by 25% as shown in column (e). If the Company’s RTSR achievement percentile is between the 26th and 74th percentiles, the target RSUs will vest at 100% as reflected in column (f). If the Company’s RTSR achievement is in the 75th percentile or greater, the target RSUs will be increased by 25% as shown in column (g). 3.The amounts shown in column (h) for awards granted on March 15, 2024, or on other dates as indicated in column (b) reflect the number of time-based RSUs awarded under the LTIP with ratable vesting over a three-year period. Under the LTIP, with respect to the 2024-2026 performance period, on March 15, 2024, Mr. Berquist received a long-term incentive grant consisting of 1,398 time-based RSUs; Mr. Tometich received 6,494 time-based RSUs; Mr. Coler received 1,999 time-based RSUs; Mr. Hostetter received 1,119 time-based RSUs; Mr. Bijlani received 1,298 time-based RSUs; Mr. Fleck received 799 time-based RSUs; Ms. Leneis received 1,598 time-based RSUs; and Mr. Traub received 1,029 time-based RSUs. On March 15, 2024, Mr. Berquist received an additional grant of 1,386 time-based RSUs and Mr. Bijlani received an additional grant of 1,286 time-based RSUs. The RSUs were intended to support retention and maintain leadership stability. On June 15, 2024, Mr. Coler received an additional grant of 2,352 time-based RSUs in accordance with his Employment Agreement. 4.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, 2024.

  79. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  80. 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 (9)(10)(11)(#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)(j) | | Joseph A. Berquist | 1,319 | 0 | — | 245.49 | 3/15/2028 | 934(3) | 131,470 | 1,164 | 163,845 | | | 1,461 | 1,011 | — | 178.29 | 3/16/2029 | 1,035(5) | 145,687 | 1,049 | 147,657 | | | | | | | | 1,409(6) | 198,331 | | | | | | | | | | 1,396(6) | 196,501 | | | | Andrew E. Tometich | 9,811 | 0 | — | 178.29 | 11/18/2027 | | | 4,438 | 624,693 | | | | | | | | | | 2,706 | 380,897 | | Thomas Coler | 0 | 0 | — | 0.00 | | 2,009(6) | 282,787 | 1,500 | 211,140 | | | | | | | | 2,364(7) | 332,757 | 6956(8) | 979,127 | | Shane W. Hostetter | 1,517 | 0 | — | 240.20 | 6/28/2027 | | | 931 | 131,048 | | | 2,057 | 0 | — | 178.29 | 6/28/2027 | | | 279 | 39,272 | | Jeewat Bijlani | 731 | 0 | — | 136.64 | 3/30/2027 | 691(3) | 97,265 | 1,081 | 152,162 | | | 1,319 | 0 | — | 245.49 | 3/15/2028 | 902(3) | 126,966 | 974 | 137,100 | | | 1,496 | 748 | — | 178.29 | 3/16/2029 | 961(5) | 135,270 | 5,319(8) | 748,702 | | | | | | | | 1,308(6) | 184,114 | | | | | | | | | | 1,295(6) | 182,284 | | | | Jeffrey Fleck | — | 0 | — | | | 1,128(4) | 158,777 | 665 | 93,605 | | | | | | | | 592(5) | 83,330 | 599 | 84,315 | | | | | | | | 805(6) | 113,312 | | | | Melissa Leneis | — | 0 | — | | | | | | | | Robert T. Traub | 1,319 | 0 | — | 245.49 | 3/15/2028 | 588(3) | 82,767 | 856 | 120,491 | | | 1,273 | 637 | — | 178.29 | 3/16/2029 | 762(5) | 107,259 | 771 | 108,526 | | | | | | | | 1,036(6) | 145,827 | | |

  81. Outstanding Equity Awards at Fiscal Year-End

    1.The options have a seven-year term, except as described below, and the grant date is seven years prior to the expiration date shown in this table. For options expiring on June 28, 2027, the grant dates were April 19, 2021 and March 16, 2022. For options expiring on March 15, 2028 and June 28, 2027, the grant dates were March 15, 2021, except for Mr. Hostetter, whose grant date was April 19, 2021 and which options had a 6-year, 10-month, 26-day term. For options expiring on March 16, 2029, June 28, 2027 and November 18, 2027, the grant dates were March 16, 2022. One-third of each option award vests on the first, second and third anniversaries of the respective grant date (except for Mr. Hostetter whose 1,517 options granted on April 19, 2021 vested on the first, second, and third anniversaries of March 15, 2021). For additional details regarding the acceleration and proration of Messrs. Tometich’s and Hostetter’s option awards in connection with their respective terminations, see “Compensation Discussion and Analysis - Mr. Tometich’s Employment Agreement and Separation Agreement and Other Named Executive Officers - Mr. Hostetter’s Severance Arrangement.” 2.Reflects amounts based on the closing market price of the Company’s common stock on the NYSE of $140.76 per share on December 31, 2024 3.Time-based restricted stock awards granted under the LTIP that vest on March 16, 2025. 4.Time-based restricted stock award granted under the LTIP of 2,255 shares. 1,127 vested on February 27, 2024 and 1,128 vests on February 27, 2025. 5.Time-based restricted stock awards granted under the LTIP that vest in three equal annual installments beginning on March 15, 2024. 6.Time-based RSUs granted under the LTIP that vest in three equal annual installments beginning on March 15, 2025. 7.Time-based RSUs granted under the LTIP that vests on June 15, 2026. 8.Time-based RSUs subject to a performance modifier. Actual performance through December 31, 2024 for the December 15, 2024 through December 15, 2026 performance period was at target and would have resulted in a payout. As such, pursuant to SEC rules and regulations, for the awards granted in fiscal year 2024, the number of shares and payout value reflected above assume maximum performance. 9.No shares are included with respect to the 2022-2024 PSUs. Actual performance through December 31, 2024 for the 2022-2024 PSUs granted under the LTIP in 2022 was below threshold and resulted in no payout. 10.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, 2024 was below threshold and would have resulted in no 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 threshold performance. The final number of common shares (and therefore, value of the awards) awarded to the NEOs 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 NEOs’ respective target PSU award. 11.The 2024-2026 PSUs granted in 2024 under the LTIP vest on December 31, 2026 and would be paid out in early 2027 based on the level of achievement of the performance condition over the three-year performance period. Actual performance through December 31, 2024 was below threshold and would have resulted in no payout. As such, pursuant to SEC rules and regulations, for the awards granted in fiscal year 2024, the number of shares and payout value reflected above assume threshold performance. The final number of common shares (and therefore, value of the awards) awarded to the NEOs 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 NEOs’ respective target PSU award.

  82. 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 2024 by the Named Executive Officers.

  83. 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) | | Joseph A. Berquist | — | — | 1,876(4) | 375,500 | | Andrew E. Tometich | — | — | 1,614(4) | 323,058 | | | | | 7,695(5) | 1,286,142 | | Thomas Coler | — | — | — | — | | Shane W. Hostetter | — | — | 827(4) | 165,532 | | | — | — | 1,118(6) | 189,725 | | Jeewat Bijlani | 645 | 7,134 | 1,278(4) | 255,804 | | Jeffrey Fleck | — | — | 1,127(7) | 223,101 | | | | | 295(4) | 59,047 | | Melissa Leneis | 1,618 | 80,639 | 591(4) | 118,295 | | Robert T. Traub | — | — | 747(4) | 149,520 |

  84. 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. 3.Amounts reflect the closing price of the Company’s common stock on February 27, 2024 at $197.96, March 15, 2024 at $200.16, June 28, 2024 at $169.70, and November 18, 2024 at $167.14 per share. 4.Represents a time-based restricted stock award under the LTIP that vested 100% on March 15, 2024 and time-based RSUs under the LTIP that vested 33% on March 15, 2024. 5.Represents time-based restricted stock and unit awards under the LTIP that vested on a prorated basis on November 18, 2024. 6.Represents time-based restricted stock and unit awards under the LTIP that vested on a prorated basis on June 28, 2024. 7.Represents a time-based restricted stock award under the LTIP that vested 50% on February 27, 2024.

  85. 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, 2024. 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 NEO’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.

  86. 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 median employee and the annualized total compensation of our former CEO, Andrew E. Tometich. We had multiple CEOs in 2024 as a result of Mr. Tometich’s termination of employment on November 18, 2024. For purposes of this pay ratio disclosure, we have calculated the CEO compensation based on the compensation of Mr. Tometich, who was serving as our CEO as of the date which we used to identify our median employee, October 1, 2024. For 2024, our last completed fiscal year: •The annual total compensation of our median employee, identified as described below was $47,840; and •The annualized total compensation of our CEO was $5,129,477. Since Mr. Tometich left the Company effective November 18, 2024, his total annualized compensation was determined by annualizing the amounts that he was paid as reported in the Summary Compensation Table during his tenure as CEO, which consisted of his base salary, non-equity incentive plan compensation which had been paid out pro-rata, and all other compensation. In addition, his equity awards were included but not annualized because they represented full-year awards. However, payments made in connection with his termination were not included (or annualized) because the annualized total compensation amount represents what Mr. Tometich would have received if he had served as CEO through the end of 2024. The above value was used for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. Based on this information, for 2024 the ratio of the annualized total compensation of our CEO, to the annual total compensation of the median employee was 107 to 1.

  87. 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 our Principal Executive Officers (“PEOs”). The calculation of CAP is mandated by the SEC and is not used by the Compensation and Human Resources Committee in setting compensation or its pay-for-performance assessments. See the “Compensation Discussion and Analysis” section for a discussion of the Company’s compensation philosophy, practices and programs. Part I:

  88. Pay versus Performance Disclosure

    | Year | Summary Compensation Table Total for Mr. Berquist (1) | Compensation Actually Paid to Mr. Berquist (1) (2) (5) | Summary Compensation Table Total for Mr. Tometich (1) | Compensation Actually Paid to Mr. Tometich (1) (2) (5) | Summary Compensation Table Total for Mr. Barry (1) | Compensation Actually Paid to Mr. Barry (1)(5) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) (3) (4) (5) | | 2024 | $1,897,116 | $881,283 | $7,915,320 | $2,539,713 | $— | $— | $1,862,881 | $844,689 | | 2023 | $— | $— | $4,809,759 | $5,130,084 | $— | $— | $1,830,213 | $1,927,256 | | 2022 | $— | $— | $3,555,003 | $2,624,688 | $— | $— | $1,427,714 | $1,059,280 | | 2021 | $— | $— | $2,456,970 | $2,361,197 | $4,400,422 | $2,648,915 | $935,317 | $613,817 | | 2020 | $— | $— | $— | $— | $7,045,414 | $10,839,520 | $1,244,976 | $1,837,408 |

  89. Pay versus Performance Disclosure

    Part II:

  90. Pay versus Performance Disclosure

    | Year | Value of Initial Fixed $100 Investment Based on | | | Net Income ($M) | Adjusted EBITDA (7) (in thousands) | | | Total Shareholder Return (6) | Prior Peer Group Total Shareholder Return (6) | Peer Group Total Shareholder Return (6) | | | | 2024 | $89.60 | $161.74 | $144.62 | $116.73 | $310,918 | | 2023 | $134.50 | $165.83 | $146.19 | $112.87 | $320,379 | | 2022 | $104.16 | $142.31 | $131.59 | $(15.84) | $257,150 | | 2021 | $142.48 | $146.30 | $148.89 | $121.43 | $274,109 | | 2020 | $155.43 | $110.65 | $118.22 | $39.79 | $221,974 |

  91. Pay versus Performance Disclosure

    1.The table above reflects our current and two former PEOs. Mr. Berquist became our current PEO on November 18, 2024. Our most recent former PEO is Mr. Tometich, who served as CEO from December 1, 2021 to November 18, 2024. Mr. Barry who served as our PEO through November 30, 2021, is also listed in the table. 2.The dollar amounts represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to the PEOs or Non-PEO NEOs during the applicable year. None of our NEOs participated in a pension plan for 2024; therefore, no adjustment from the Summary Compensation Table (“SCT”) total related to pension value was made. To calculate CAP for the current and former PEOs, the following amounts were deducted from and added to SCT total compensation.

  92. Current PEO

    | Year | Summary Compensation Table Total for Mr. Berquist | Equity Adjustment | Compensation Actually Paid to Mr. Berquist Total | | 2024 | $1,897,116 | $(1,015,833) | $881,283 |

  93. Former PEO

    | Year | Summary Compensation Table Total for Mr. Tometich | Equity Adjustment | Compensation Actually Paid to Former PEO Total | | 2024 | $7,915,320 | $(5,375,607) | $2,539,713 |

  94. Non-PEO NEOs

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Equity Adjustment | Average Compensation Actually Paid to Non-PEO NEOs Total | | 2024 | $1,862,881 | $(1,018,192) | $844,689 |

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

    Relationship between Compensation Actually Paid (CAP) and Performance Metrics

  96. 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 2024-2025 Board year, each non-management director, other than Ms. Bakhshi and Ms. Foufopoulos-De Ridder, received an annual cash retainer of $80,000 and time-based RSUs equal to $130,000 in accordance with the Company’s LTIP, which was issued in June 2024 and vests in a single installment a year from the date of issuance assuming continued Board membership. Ms. Bakhshi and Ms. Foufopoulos-De Ridder received a prorated portion of the annual cash retainer and RSUs due to their start date of July 31, 2024. In addition, each non-management director received an annual fee related to their specific committee membership as follows:

  97. Director Compensation

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

  98. Director Compensation

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

  99. Director Compensation

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

  100. Director Compensation

    The Lead Director received an additional annual retainer of $20,000, and the non-executive Chair received an additional cash retainer of $100,000, which is paid in monthly installments. Effective January 6, 2025, Mr. Douglas entered into a one-year Consultant Agreement with the Company, that may be extended by the parties, to provide strategic advice and consulting to the Company’s CEO on an as needed basis. Mr. Douglas will receive $100,000 for the consulting services, which is being 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.

  101. Director Compensation

    Director Compensation

  102. Director Compensation

    | Name(a) | Fees Earned or Paid in Cash(1) ($)(b) | Stock Awards(2) ($)(c) | Option Awards ($)(d) | Non-Equity Incentive Plan Compensation ($)(e) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(f) | All Other Compensation(3) ($)(g) | Total ($)(h) | | Nandita Bakhshi(4) | 79,167 | 108,216 | — | — | — | — | 187,383 | | Michael F. Barry | 185,000 | 129,847 | — | — | — | 612 | 315,459 | | Joseph A. Berquist(5) | — | — | — | — | — | — | — | | Mark A. Douglas | 102,500 | 129,847 | — | — | — | 612 | 232,959 | | Lucrèce Foufopoulos-De Ridder(4) | 75,000 | 108,216 | — | — | — | — | 183,216 | | Jeffry D. Frisby | 122,500 | 129,847 | — | — | — | 612 | 252,959 | | Charlotte C. Henry | 95,000 | 129,847 | — | — | — | 612 | 225,459 | | Sanjay Hinduja | 85,000 | 129,847 | — | — | — | 612 | 215,459 | | William H. Osborne | 110,000 | 129,847 | — | — | — | 612 | 240,459 | | Ramaswami Seshasayee | 95,000 | 129,847 | — | — | — | 612 | 225,459 | | Russell R. Shaller | 95,000 | 129,847 | — | — | — | 501 | 225,348 | | Michael J. Shannon(6) | — | — | — | — | — | 612 | 612 | | Andrew E. Tometich(7) | — | — | — | — | — | — | — | | Fay West | 115,000 | 129,847 | — | — | — | 612 | 245,459 |

  103. Director Compensation

    1.Under the terms of the Company’s 2023 Director Stock Ownership Plan, Mr. Shaller was paid a portion of his retainer for the 2024-2025 Board year in shares of the Company’s common stock in lieu of cash, valued at $180.14 per share on June 1, 2024 (the Retainer Payment Date). Mr. Shaller received 333 shares in lieu of $59,987. Mses. Bakhshi and Foufopoulos-De Ridder, who were appointed by the Board as directors on July 31, 2024, were paid a prorated portion of their retainer for the 2024-2025 Board year in shares of the Company’s common stock in lieu of cash, valued at $180.225 per share on July 31, 2024 (the Prorated Retainer Payment Date). Mses. Bakhshi and Foufopoulos-De Ridder each received 277 shares in lieu of $49,922. 2.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. 3.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 2024 than the other directors because he was issued a prorated retainer in July 2023 that vested in May 2024. Mses. Bakhshi and Foufopoulos-De Ridder did not receive any dividend payments in 2024 because the Company began granting RSUs rather than shares of common stock for the equity portion of the Board’s retainer award for the 2024-2025 Board year. 4.Mses. Bakhshi and Foufopoulos-De Ridder were appointed to the Board as directors on July 31, 2024. 5.Mr. Berquist receives no compensation for his service as a director. 6.Mr. Shannon did not stand for reelection as a Class I director so his service ended with the conclusion of his term effective May 8, 2024. 7.Mr. Tometich received no compensation for his service as a director.

  104. Director Compensation

    | COMPENSATION POLICIES AND PRACTICES |