DEF 14A of Koppers Holdings Inc.
Filed Mar 28, 2025 · FY20240000950170-25-046841
Board Nominees
Board Nominees Current directors Louis L. Testoni and Stephen R. Tritch will not stand for re-election to the board. Under the retirement age criteria of our corporate governance guidelines, Mr. Testoni and Mr. Tritch are ineligible for re-election at this annual meeting, and they will retire from the board of directors as of the annual meeting date. Following the annual meeting, the size of the board will be reduced to eight members.
Board Nominees
| | | | | Current Committee Memberships of Director Nominees | | | | | | Name | Age | Director Since | Independent | Audit(1) | Management Development and Compensation | Nominating and Corporate Governance | Strategy and Risk | Sustainability | | Leroy M. Ball | 56 | 2015 | No | | | | | ✓ | | Xudong Feng, Ph.D. | 66 | 2009 | Yes | | ✓ | ✓ | | (Chair) | | Traci L. Jensen | 58 | 2018 | Yes | | ✓ | ✓ | ✓ | | | David L. Motley | 66 | 2018 | Yes | ✓ | | (Chair) | ✓ | | | Albert J. Neupaver | 74 | 2009 | Yes | ✓ | ✓ | | (Chair) | | | Andrew D. Sandifer | 55 | 2023 | Yes | ✓ | ✓ | ✓ | | | | Nishan J. Vartanian | 65 | 2024 | Yes | ✓ | | | ✓ | ✓ | | Sonja M. Wilkerson | 64 | 2018 | Yes | | (Chair) | ✓ | | ✓ |
Board Nominees
Mr. Testoni served as chair of the audit committee in 2024 and is expected to continue serving in that role until his retirement from the board. The board anticipates electing Mr. Sandifer to serve as chair of the audit committee effective immediately following the 2025 annual meeting on May 8, 2025.
Board Nominees
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TABLE OF CONTENTS
| PROXY STATEMENT | | 2024 Non-qualified Deferred Compensation | 34 | | | | Potential Payments upon Termination or | | | PROXY SUMMARY | v | Change in Control | 35 | | General Information About This Annual | | Director Compensation | 40 | | Meeting | v | Stock Ownership Guidelines for Our Non- | | | Proposals to be Considered and Board Voting | | Employee Directors | 42 | | Recommendations | v | 2024 Pay Ratio Disclosure | 42 | | Board Nominees | v | Compensation Committee Interlocks and | | | Board Nominee Skills and Experience Summary | vi | Insider Participation | 43 | | 2024 Performance Highlights | vii | 2024 Pay Versus Performance Disclosure | 44 | | Executive Compensation Highlights | vii | | | | Corporate Governance Highlights | viii | TRANSACTIONS WITH RELATED | | | | | PERSONS | 48 | | PROXY ITEM 1 — PROPOSAL FOR ELECTION OF DIRECTORS | 1 | | | | | | LONG-TERM EQUITY INCENTIVE AWARD GRANT PRACTICES | 49 | | General | 1 | | | | Vote Required | 1 | | | | Director Qualifications | 1 | AUDITORS | 50 | | Biographical Summaries of Director Nominees | 3 | | | | Board Meetings and Committees | 7 | PROXY ITEM 2 — PROPOSAL TO APPROVE | | | | | OUR AMENDED AND RESTATED 2020 | | | CORPORATE GOVERNANCE MATTERS | 9 | LONG TERM INCENTIVE PLAN | 51 | | Corporate Governance Guidelines | 9 | | | | Director Independence | 9 | EQUITY COMPENSATION PLANS | 61 | | Board Leadership Structure | 10 | | | | Executive Sessions | 11 | PROXY ITEM 3 — PROPOSAL TO | | | Risk Oversight | 11 | APPROVE AN ADVISORY RESOLUTION | | | Code of Conduct and Code of Ethics | 12 | ON OUR NAMED EXECUTIVE OFFICER | | | Sustainability | 12 | COMPENSATION | 62 | | Communications with the Board | 14 | | | | Nomination Procedures | 14 | PROXY ITEM 4 — PROPOSAL TO | | | Committee Reports to Shareholders | 15 | RATIFY THE APPOINTMENT OF | | | Audit Committee Report | 15 | KPMG LLP AS OUR INDEPENDENT | | | Management Development and | | REGISTERED PUBLIC ACCOUNTING | | | Compensation Committee Report | 16 | FIRM FOR FISCAL YEAR 2025 | 63 | | COMMON STOCK OWNERSHIP | 17 | GENERAL MATTERS | 64 | | Director and Executive Officer Stock | | Annual Meeting Q&A | 64 | | Ownership | 17 | Shareholder Proposals for the Next Annual | | | Beneficial Owners of More Than Five Percent | 18 | Meeting | 68 | | EXECUTIVE AND DIRECTOR | | APPENDIX A — PROPOSED KOPPERS | | | COMPENSATION | 19 | HOLDINGS INC. AMENDED AND | | | Compensation Discussion and Analysis | 19 | RESTATED 2020 LONG TERM | | | Summary Compensation Table | 29 | INCENTIVE PLAN | A-1 | | 2024 Grants of Plan Based Awards | 31 | | | | Outstanding Equity Awards at Fiscal Year- | | APPENDIX B — UNAUDITED | | | End | 32 | RECONCILIATIONS OF NON-GAAP | | | 2024 Option Exercises and Stock Vested | 34 | FINANCIAL MEASURES | B-1 |
Biographical Summaries of Director Nominees
Biographical Summaries of Director Nominees
Biographical Summaries of Director Nominees
| | LEROY M. BALL | | | Experience, Qualifications, Attributes or Skills: Mr. Ball has served as Chief Executive Officer of the company and Koppers Inc., our wholly-owned subsidiary, since January 2024. Mr. Ball previously served as President and Chief Executive Officer of the company and Koppers Inc. from January 2015 through December 2023. Mr. Ball has been a director of Koppers Inc. since May 2013. Mr. Ball has served as a director of ATI Inc., a public company and global manufacturer of technically advanced specialty materials and complex components, since February 2019, and as a director of Highmark Inc., a health insurance organization and independent licensee of the Blue Cross Blue Shield Association, since January 2023. Mr. Ball has significant leadership experience in global businesses and valuable financial expertise and experience. As the only current management representative on our board, Mr. Ball enhances board discussions by providing an insider’s perspective on the company’s business, operations and strategic direction and insight into all aspects of the company’s business. |
Biographical Summaries of Director Nominees
| | XUDONG FENG, PH.D. | | | Experience, Qualifications, Attributes or Skills: Dr. Feng served as Director of Science and Technology and Global Analytical Sciences of PPG Industries, Inc., a publicly traded global supplier of paints, coatings, optical products, and specialty materials, from May 2020 to June 2023. From June 2018 to May 2020, Dr. Feng served as Director of Research, Industrial and Packaging Coatings of PPG Industries, Inc. Dr. Feng holds a Ph.D. in inorganic chemistry, which has provided her with a strong technical background and expertise in the specialty chemicals industry. Dr. Feng’s technical and industry experience, her experience in risk management and regulatory compliance, and her knowledge of environmental risks and best practices, developed through her leadership positions with PPG Industries, Inc., The University of Chicago Pritzker School of Molecular Engineering, Bayer MaterialScience LLC and Lanxess Corporation, provide an invaluable perspective to the board’s discussions. |
Biographical Summaries of Director Nominees
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Biographical Summaries of Director Nominees
| | TRACI L. JENSEN | | | Experience, Qualifications, Attributes or Skills: Ms. Jensen served as Executive Vice President and Chief Administrative Officer of H.B. Fuller Company, a publicly traded global adhesives manufacturer, from December 2022 to December 2024. Ms. Jensen served as Vice President, Global Business Process Improvement at H.B. Fuller Company from January 2020 through December 2022, and as Senior Vice President, Global Construction Adhesives at H.B. Fuller Company from September 2016 to January 2020. Additionally, Ms. Jensen serves on the Dean’s Council of the Indiana University Kelley School of Business, and previously served on the board of the H.B. Fuller Foundation and as Executive Committee Chairman on the Adhesives and Sealants Council. Ms. Jensen brings to the board robust experience in international operations within the chemicals industry and unique chemicals industry insights, developed through her leadership responsibilities in areas such as manufacturing, strategic sourcing, sales, marketing, research and development, mergers and acquisitions, and human resources. In particular, Ms. Jensen’s international expertise contributes to the board’s consideration of our global operations. |
Biographical Summaries of Director Nominees
| | DAVID L. MOTLEY | | | Experience, Qualifications, Attributes or Skills: Mr. Motley has served as General Partner of BTN Ventures, a Pittsburgh, Pennsylvania-based venture fund, investing nationally in pre-seed and seed stage software companies, since January 2021. In addition, Mr. Motley has served as Managing Partner with BlueTree Venture Fund, a venture fund based in Pittsburgh, Pennsylvania, since April 2012, and as Chief Executive Officer and President of MCAPS, LLC, a professional services company, since January 2018. Mr. Motley is an experienced board member, having served as a director of F.N.B. Corporation, a public financial services corporation, since July 2013, and as a director of Coherent Corp., a publicly traded materials, networking and photonics company, since February 2021. Mr. Motley also served as a director of Deep Lake Capital Acquisition Corp., a formerly publicly listed special purpose acquisition company, from January 2021 to January 2023. During his corporate career, Mr. Motley has served in various leadership roles involving strategic planning, business group management, mergers and acquisitions and corporate portfolio management. With more than 30 years of experience across multiple industries, Mr. Motley began with technical roles with PPG Industries Chemicals Division and culminated in vice president and group management roles with Philips Respironics and Covidien, Inc. Mr. Motley also serves as board chair of SRI, Inc. (formerly known as Stanford Research Institute), one of the foremost research entities in the country. Mr. Motley’s knowledge and experience in corporate strategy, mergers and acquisitions and other corporate growth initiatives deliver valuable insight to the board and enhance Mr. Motley’s ability to evaluate these matters as a member of our board. |
Biographical Summaries of Director Nominees
| 4 | 2025 Proxy Statement |
Biographical Summaries of Director Nominees
| | ALBERT J. NEUPAVER | | | Experience, Qualifications, Attributes or Skills: Mr. Neupaver has alternately served as the Executive Chairman or Chairman of Westinghouse Air Brake Technologies Corporation, a public company and one of the world’s largest providers of value-added, technology-based equipment and services for the global rail industry, since May 2014. From February 2006 until May 2014, Mr. Neupaver served as the President and Chief Executive Officer of Westinghouse Air Brake Technologies Corporation. Mr. Neupaver is an experienced board member, having served as a director of Westinghouse Air Brake Technologies Corporation since 2006, and a director of Genesee & Wyoming Inc., a public company and owner/operator of short line and regional freight railroads, from October 2015 to December 2019. His other affiliations include service on the board of directors of the Carnegie Science Center, the board of trustees of the Carnegie Museums of Pittsburgh and the board of trustees of the UPMC Children’s Hospital of Pittsburgh Foundation. Mr. Neupaver’s experience as a chief executive officer provides the board with important leadership insights and allows him to better assess our operational risks and strategic growth opportunities. |
Biographical Summaries of Director Nominees
| | ANDREW D. SANDIFER | | | Experience, Qualifications, Attributes or Skills: Mr. Sandifer has served as Executive Vice President and Chief Financial Officer of FMC Corporation, a publicly traded global agricultural sciences company, since May 2018. Mr. Sandifer serves on the board of trustees of Germantown Academy, a private school near Philadelphia, Pennsylvania, where he is a member of the finance and audit committees. He was a member of the board of directors of Philabundance, the leading hunger relief organization in the Delaware Valley, from 2014 to 2022, serving as board treasurer and chair of the finance committee from 2017 to 2022. Mr. Sandifer brings to the board broad international business experience guiding organizations through major transitions, including mergers and acquisitions, strategic realignment, restructuring and enterprise resource planning system implementation. His experience spans multiple industry sectors, with an emphasis on technology-driven product and materials businesses. |
Biographical Summaries of Director Nominees
| KOPPERS HOLDINGS INC. | 5 |
Biographical Summaries of Director Nominees
| | NISHAN J. VARTANIAN | | | Experience, Qualifications, Attributes or Skills: Mr. Vartanian has served as the Chairman of MSA Safety Incorporated (“MSA”), a publicly traded global developer, manufacturer and supplier of safety products and software that protect people and facility infrastructures, since May 2024. Since joining MSA in 1985, Mr. Vartanian has served in a variety of roles of increased responsibility, including as President of MSA North America, and Senior Vice President and President of MSA Americas. Mr. Vartanian served as the Chairman and Chief Executive Officer of MSA from June 2023 to May 2024, as the Chairman, President and Chief Executive Officer of MSA from May 2020 to May 2023 and as the President and Chief Executive Officer of MSA from May 2018 to May 2020. Mr. Vartanian has served as a director of MSA since December 2017, and as a director of Highmark Health, a national blended health organization headquartered in Pittsburgh, Pennsylvania, since July 2024. Mr. Vartanian serves on the board of trustees for the International Association of Firefighters Foundation. He is also a director of the Federal Reserve Bank of Cleveland, Pittsburgh Branch. Mr. Vartanian brings to the board a wealth of first-hand knowledge and experience in global markets, with particular specialization in safety-related products and practices. He has extensive executive management experience in the manufacturing industry, including in the oversight and execution of business strategy, product development, marketing, sales and finance. |
Biographical Summaries of Director Nominees
| | SONJA M. WILKERSON | | | Experience, Qualifications, Attributes or Skills: Ms. Wilkerson has served as the Executive Vice President and Chief People Officer of Bloom Energy Corporation, a public company which designs, manufactures and sells solid-oxide fuel cell systems, since January 2019. From December 2016 to January 2019, Ms. Wilkerson served as the Senior Vice President, Human Resources, at Infinera Corporation, a vertically integrated packet-optical solutions provider serving the largest network operators in the world. From November 2014 to December 2016, Ms. Wilkerson served as Vice President, Human Resources, at Hewlett Packard Enterprise Company. From October 2004 to October 2014, Ms. Wilkerson served as Director, Human Resources, at Cisco Systems, Inc. Ms. Wilkerson brings years of wide-ranging, global experience having served as a Vice President of Administration, responsible for human resources, information technology and facilities management for both domestic and international operations. In addition, Ms. Wilkerson has led merger integration activities and successfully managed the joining of international cultures. Ms. Wilkerson’s depth of experience in human resources and talent development, especially with respect to planning for the workforce of the future, serves as a unique resource and valuable viewpoint in the board’s discussions. |
Biographical Summaries of Director Nominees
| 6 | 2025 Proxy Statement |
Compensation Discussion and Analysis
| Compensation of our Named Executive Officers | • Based upon our 2024 adjusted EBITDA and operating cash flow performance, our NEOs earned annual incentive awards at 78 percent of their individual target amounts. • Long-term incentives represented approximately 67 percent of our CEO’s 2024 Total Direct Compensation (as defined below), approximately 82 percent of which were in the form of performance-based awards. • Long-term incentives represented, on average, approximately 51 percent of our other NEOs’ 2024 Total Direct Compensation (as defined below), approximately 61 percent of which were in the form of performance-based awards. | | Our Named Executive Officers | This Compensation Discussion and Analysis describes the compensation of the following NEOs: |
Executive Compensation Program Principles
Executive Compensation Program Principles The committee considers the following principles when it makes compensation decisions: • Pay for Performance — A significant portion of the total compensation of our NEOs should be based on performance and be at risk of forfeiture. We pay our NEOs higher compensation when they exceed our goals and lower compensation when they do not meet our goals. • Support Business Strategy — Our compensation programs should be aligned with our short-term and long-term business strategies. • Pay Competitively — We believe that total compensation for our NEOs should generally approximate the market median at target performance. Market is defined as individuals holding comparable positions and producing similar results at companies that the committee selects as our peers based on similar industry, revenue and complexity. Our peer group is listed below in the section called “Companies Used for Defining Competitive Compensation.” Compensation data from our compensation peer group is one of several factors that informs our judgment of appropriate parameters for compensation levels. We believe that over-reliance on strict benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because strict benchmarking does not take into account the specific performance of the NEOs or any unique circumstances or strategic considerations.
Key Components of Our Compensation Program
• Base Salary — Recognizes different levels of responsibility within the company and serves as the basis for establishing target payouts for annual cash incentives and long-term equity incentives. Base salaries achieve our objectives to attract and retain our executives. Annual Incentive Plan or AIP — Variable annual cash awards based upon weighted adjusted EBITDA and operating cash flow performance. Annual cash incentives serve to emphasize business growth and profitability by linking executive pay to corporate performance. Annual cash incentives achieve our objectives of attracting, retaining, and engaging our executives and aligning our executives’ financial interests with those of our shareholders.
Our Compensation-Setting Process
| Steps | When | | 1. Design Program — The program for the year is reviewed, including targeted levels of annual and long-term pay and fixed and incentive compensation. | End of 2023 | | 2. Establish Range of Compensation Opportunities — Incentive compensation opportunities are set based on corporate performance. Minimum, target, and maximum performance levels and payouts are established for incentive awards. | End of 2023 for long-term incentives Beginning of 2024 for annual incentives | | 3. Review Performance — Performance is reviewed and incentive pool amounts are approved which determines individual annual cash incentive amounts. Payout percentages for performance-based long-term equity awards are certified. | Beginning of 2025 |
Our Compensation-Setting Process
The committee may use its judgment to supplement, reduce or modify at any time the compensation intended to be paid or awarded to the NEOs. The committee believes that it is in the best interest of the company and its shareholders that the committee have sufficient latitude to recognize and reward superior performance, which is important to attract and retain talented executives, and to adjust awards to reflect the quality of the company’s financial performance. The committee did not exercise any such discretion this year. Overview of 2024 NEO Compensation. Our 2024 actual NEO compensation includes both short- and long-term incentives established using financial metrics. In addition to base salary, this structure, shown below, includes cash incentives and long-term equity incentives, comprised of PSUs and RSUs. The table below reflects, for each NEO, the total direct compensation (“Total Direct Compensation”) for 2024, computed in accordance with SEC regulations applicable to disclosure of NEO compensation in the Summary Compensation Table below minus amounts reported in the Summary Compensation Table for Changes in Nonqualified Deferred Compensation Earnings and All Other Compensation.
Our Compensation-Setting Process
| | | | Long-Term Incentive | | | | | NEO | Base Salary | Annual Cash Incentive | EBITDA PSUs | TSR PSUs | RSUs | Total Direct Compensation | | Leroy M. Ball | $961,538 | $899,563 | $1,387,516 | $1,765,903 | $693,758 | $5,708,278 | | Jimmi Sue Smith | $429,231 | $233,400 | $199,977 | $127,256 | $199,977 | $1,189,841 | | James A. Sullivan | $650,000 | $505,700 | $584,994 | $372,322 | $584,947 | $2,697,963 | | Stephanie L. Apostolou | $429,231 | $233,400 | $199,977 | $127,256 | $199,977 | $1,189,841 | | Stephen G. Lucas | $356,628 | $107,831 | $173,229 | $110,324 | $173,229 | $921,241 | | | #N/A | | | | | |
2024 Compensation Decisions and Performance
2024 Compensation Decisions and Performance Base Salary. As part of setting pay mix and structure for 2024, the committee evaluated NEO base salaries. Annual salary increases are neither automatic nor guaranteed, but determined by the committee after taking into consideration each NEO’s position with the company, their respective responsibilities and experience and peer company information for similar positions. Based on this evaluation, the following 2024 base salary increases for the NEOs were approved by the committee and ratified by the independent members of the board. All increases were effective April 1, 2024, except Mr. Sullivan's increase, which was effective January 1, 2024. Base salary increases of 5.4 percent and 8.3 percent were awarded to Mr. Ball and Mr. Sullivan, respectively, based upon the committee’s review of their experience in their respective roles, benchmarking against base salaries for comparable positions within the company’s compensation peer group, as well as recommendations from the committee’s independent compensation consultant. A base salary increase of 10.0 percent was awarded to Ms. Smith and Ms. Apostolou in order to be more competitive with market median. Mr. Lucas received the standard company-wide base salary increase.
2024 Compensation Decisions and Performance
Annual Cash Incentives. In early 2024, the committee approved and the board ratified our annual incentive plan, which served as the company’s main annual incentive plan for salaried employees. The annual cash incentive payouts under the annual incentive plan are based upon: (1) each participant’s target total annual incentive (125 percent of salary for Mr. Ball, 100 percent of salary for Mr. Sullivan, 75 percent of salary for Mses. Smith and Apostolou and 40 percent of salary for Mr. Lucas), and (2) the company’s performance in relation to the plan’s adjusted EBITDA and operating cash flow targets, which had weights of 75 percent and 25 percent, respectively. Adjusted EBITDA, as measured under the annual incentive plan, is defined as earnings before interest, taxes, depreciation and amortization, as adjusted by the committee in its discretion to account for certain items, as set forth on Appendix B hereto. Operating cash flow is defined as cash provided by operating activities, as set forth in the consolidated statement of cash flows in our Annual Report on Form 10-K for the year ended December 31, 2024, excluding any impact from planned pension terminations and other special items. Taking all of these elements together, the committee’s framework for determining annual cash incentives for the NEOs can be expressed as follows:
2024 Compensation Decisions and Performance
The committee established a target adjusted EBITDA performance level of $283.0 million along with a range of incentive payouts at threshold, target and maximum performance levels (with linear interpolation for performance in between such levels), with corresponding payout percentages, each as set forth below.
2024 Compensation Decisions and Performance
| Adjusted EBITDA | Performance | % of Target | % of Payout | | Maximum | $339,600,000 | 120% | 200% | | Target | $283,000,000 | 100% | 100% | | Actual | $261,574,000 | 92% | 81% | | Threshold | $226,400,000 | 80% | 50% |
2024 Compensation Decisions and Performance
The committee established a target operating cash flow performance level of $150.0 million along with a range of incentive payouts at threshold, target and maximum performance levels (with linear interpolation for performance in between such levels), with corresponding payout percentages, each as set forth below.
2024 Compensation Decisions and Performance
| Operating Cash Flow | Performance | % of Target | % of Payout | | Maximum | $195,000,000 | 130% | 200% | | Target | $150,000,000 | 100% | 100% | | Actual | $120,951,000 | 81% | 68% | | Threshold | $105,000,000 | 70% | 50% |
2024 Compensation Decisions and Performance
For 2024, the company achieved adjusted EBITDA performance of $261.6 million and operating cash flow of $121.0 million, as calculated for purposes of the annual incentive plan. This corresponded to achievement of 92 percent of target adjusted EBITDA performance and 81 percent of target operating cash flow performance, with weightings of 75 percent and 25 percent, respectively. This led to a payout level of 81 percent for the 75 percent of our annual incentive opportunity that was based on adjusted EBITDA and 68 percent for the 25 percent of our annual incentive opportunity that was based on operating cash flow. Taken together, this resulted in a 78 percent payout level and the following annual cash incentive payments to our NEOs:
2024 Compensation Decisions and Performance
On February 12, 2025, we adopted an Amended and Restated Annual Incentive Plan (“A&R AIP”) that was substantively the same as our prior AIP, except that it clarified certain administration provisions and added other provisions that the committee determined would benefit the company and its shareholders. On March 5, 2025, we made new awards to executives, including our NEOs, under the A&R AIP. One-third of our NEOs' 2025 annual incentive award was on substantially the same terms as previous years, but the performance metrics were changed to adjusted EBITDA and modified net working capital as a percentage of sales, which had weights of 75 percent and 25 percent, respectively. The remaining two-thirds of our NEOs' 2025 annual incentive award was rolled over into a special TSR PSU award, the value of which was increased by 10 percent. Long-Term Equity Incentives. In 2024, each NEO received his or her long-term incentive award in two primary forms (with the applicable weighting determined as described below): • PSUs – with an 80 percent weighting for Mr. Ball and a 60 percent weighting for our other NEOs, PSU payouts are determined by our performance over a three-year period based on two performance measures each applicable to a portion of the total award; and RSUs – with a 20 percent weighting for Mr. Ball and a 40 percent weighting for our other NEOs, RSUs vest in three equal annual installments.
2024 Compensation Decisions and Performance
A portion of the 2024 PSU awards are eligible to be earned based upon the company’s relative total shareholder return (“TSR”) performance (“TSR PSUs”). An additional performance measure, three-year cumulative adjusted EBITDA, also applies to a portion of our PSU awards (“EBITDA PSUs”). Equity awards are granted under our shareholder-approved 2020 Long Term Incentive Plan, as amended (the “LTIP”). The table below summarizes the material terms and conditions of the 2024 long-term incentive awards.
2024 Compensation Decisions and Performance
| What objective did the award serve in 2024? | • PSUs aligned shareholder and management interests by focusing management on relative stock price appreciation and three-year cumulative adjusted EBITDA. • RSUs aligned to shareholder interests and also help to retain participants (some of whom are currently eligible for retirement), as well as to attract the next generation of our senior management. | | When do the 2024 RSUs vest? | • Subject to certain retirement and termination provisions, RSUs vest in equal annual installments over three years. | | When do the 2024 PSUs vest? | • Subject to certain retirement and termination provisions, PSUs will vest, if earned, if the participant remains in service through the third anniversary of the award date. | | How do we measure performance for the 2024 PSUs? | • A portion of the PSUs will be eligible to be earned if the company’s three-year cumulative adjusted EBITDA meets certain performance thresholds based on a range of adjusted EBITDA achieved over the relevant three-year measurement period. • A portion of the PSUs will be eligible to be earned in three separate tranches, each representing one-third of such portion, if the company’s TSR relative to the S&P Small Cap 600 Materials Index meets certain performance thresholds based on a range of relative TSR achieved over the relevant performance period. The first tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a one-year performance period. The second tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a two-year performance period and the third tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a three-year performance period. • If the company’s TSR is negative over the three-year performance period, then the cumulative number of TSR PSUs that may vest for such three-year period will be capped at 150 percent of target. |
2024 Compensation Decisions and Performance
Performance for TSR PSUs granted in 2024 is based on a range of relative TSR achieved in each of the relevant performance periods as set forth in the following table:
2024 Compensation Decisions and Performance
| Relative TSR | Performance | % of Units to Vest | | Outstanding | ≥ 80th percentile | 200% | | | 70th percentile | 150% | | Target | 50th percentile | 100% | | | 35th percentile | 50% | | Threshold | 25th percentile | 25% |
2024 Compensation Decisions and Performance
The percentage vesting is interpolated on a straight-line basis for performance between levels above the threshold for both EBITDA PSUs and TSR PSUs. The target dollar value of all equity awards to each NEO is determined based upon a multiplier of base salary. Once the total dollar value of the awards is determined for each NEO, the actual number of PSUs and RSUs is determined for each NEO as follows:
2024 Compensation Decisions and Performance
| | PSU | | RSU | | Named Executive Officer | EBITDA | TSR | | | Leroy M. Ball | 40% | 40% | 20% | | Other NEOs | 40% | 20% | 40% |
2024 Compensation Decisions and Performance
The committee uses the closing price of our common stock on the NYSE on the grant date to determine the number of PSUs (assuming target achievement) and RSUs awarded. The granting of a combination of RSUs and PSUs falls within the range of peer group practices, has a strong performance orientation and aligns our long-term compensation with the company’s strategic plan. Results of TSR Performance-Based Restricted Stock Units. The table below summarizes the results of our outstanding TSR PSUs as of December 31, 2024. Our total shareholder return was measured against that of the S&P Small Cap 600 Materials Index (as described above) over the applicable three-year period, two-year period or one-year period as set forth below. Our percentile ranking on this performance measure determined the percentage of target shares (if any) that were earned for each tranche. If the company’s TSR is negative over the three-year performance period, then the cumulative number of units that may vest for such three-year period will be capped at 150 percent of target. The aggregate payout associated with the 2022 TSR PSUs which vested in January 2025 was 107.2 percent.
2024 Compensation Decisions and Performance
| Performance Period | Relative TSR Performance - Percentile Rank | Percentage of Units to Vest | | 2024 TSR PSUs | | | | One-year period ending December 31, 2024 | 24th | 0.0% | | 2023 TSR PSUs | | | | Two-year period ending December 31, 2024 | 66th | 138.8% | | One-year period ending December 31, 2023 | 87th | 200.0% | | 2022 TSR PSUs | | | | Three-year period ending December 31, 2024 | 59th | 123.1% | | Two-year period ending December 31, 2023 | 72nd | 162.1% | | One-year period ending December 31, 2022 | 32nd | 36.3% |
2024 Compensation Decisions and Performance
Our NEOs also participate in the same standard salaried benefit plans as our other U.S. salaried employees. This includes a basic welfare benefits package consisting of medical, dental, vision, life and disability insurance and accident insurance plans, as well as flexible spending arrangements for health care, dependent care and transportation expenses. Our NEOs are provided certain protections in the event of their termination of employment under specified circumstances, including in connection with a change in control of the company. We believe that these protections serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value, including in the event of a transaction that could result in a change in control of the company.
Compensation Policies and Practices
Unvested RSUs and shares owned outright by the executives and/or their spouses count toward meeting the requirements. Unvested PSUs and unexercised stock options do not count toward meeting the stock ownership requirements for our executives.
Summary Compensation Table
Summary Compensation Table The following table and related footnotes describe the total compensation awarded to, earned by or paid to our NEOs for services rendered during fiscal years 2024, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation | Change in Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Leroy M. Ball | 2024 | $961,538 | $3,847,177 | $— | $899,563 | $— | $171,244 | $5,879,522 | | Chief Executive Officer | 2023 | 915,680 | 3,572,221 | — | 1,265,592 | — | 207,060 | 5,960,553 | | | 2022 | 890,384 | 2,810,749 | 934,904 | 1,003,463 | 3,158 | 127,344 | 5,770,002 | | Jimmi Sue Smith | 2024 | $429,231 | $527,210 | $— | $233,400 | $— | $70,527 | $1,260,368 | | Chief Financial Officer | 2023 | 393,269 | 502,973 | — | 278,100 | — | 75,777 | 1,250,119 | | | 2022 | 375,000 | 446,200 | 117,153 | 220,500 | 47 | 48,315 | 1,207,215 | | James A. Sullivan | 2024 | $650,000 | $1,542,263 | $— | $505,700 | $— | $110,764 | $2,808,727 | | President and Chief Operating Officer | 2023 | 583,577 | 1,287,777 | — | 741,600 | — | 112,050 | 2,725,004 | | | 2022 | 532,538 | 980,515 | 257,512 | 403,760 | 858 | 76,109 | 2,251,292 | | Stephanie L. Apostolou | 2024 | $429,231 | $527,210 | $— | $233,400 | $— | $59,587 | $1,249,428 | | Chief Legal and Sustainability Officer and Secretary | 2023 | 389,231 | 482,920 | — | 266,976 | — | 60,398 | 1,199,525 | | | 2022 | 351,923 | 392,715 | 103,159 | 194,040 | 93 | 42,427 | 1,084,357 | | Stephen G. Lucas (1) | 2024 | $356,628 | $456,782 | $— | $107,831 | $— | $176,229 | $1,097,470 | | Senior Vice President, Culture and Engagement | | | | | | | | |
Summary Compensation Table
(1) Mr. Lucas was not an NEO in 2022 or 2023. (2) The amounts shown in these columns represent the aggregate grant date fair value of RSUs and PSUs granted to our NEOs computed in accordance with FASB ASC Topic 718. The value of TSR PSUs disclosed in the table is based upon a Monte Carlo valuation model and the value of the EBITDA PSUs is based on the probable outcome of the performance measures on the grant date. These award grant date fair values have been determined using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our Annual Reports on Form 10-K for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. Assuming the maximum amount of shares underlying each PSU are earned and vested (based on our relative TSR performance and achievement of cumulative adjusted EBITDA goals), the grant date fair values of PSUs granted in 2024 are: Mr. Ball, $6,306,838; Ms. Smith, $654,467; Mr. Sullivan, $1,914,632; Ms. Apostolou, $654,467; and Mr. Lucas, $567,108. (3) The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such value of an option award are described in note 8 of the consolidated financial statements in our Annual Reports on Form 10-K for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. (4) The amounts disclosed in this column represent the portion of interest accrued (but not currently paid or payable) on deferred compensation that is considered above-market under SEC rules. In 2023 and 2024, the portion of interest accrued (but not currently paid or payable) on deferred compensation was not considered above market. Additional information regarding this plan is below under “2024 Non-qualified Deferred Compensation.” Includes all other compensation, the components of which for 2024 are described in the table immediately below.
Summary Compensation Table
| KOPPERS HOLDINGS INC. | 29 |
2024 Grants of Plan Based Awards
2024 Grants of Plan Based Awards As further described in the “Compensation Discussion and Analysis” section above, the following table shows the details concerning the potential amounts payable to Messrs. Ball, Sullivan and Lucas and Mses. Smith and Apostolou for performance during 2024 under our annual incentive plan. The actual annual incentive amounts earned and paid to each NEO are included in the “Summary Compensation Table” above. The table below also reflects PSUs and RSUs granted to each NEO during 2024 under our LTIP, where applicable.
2024 Grants of Plan Based Awards
| | | | Date Management Development and Compensation Committee Took Action | Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) (4) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Form of Award (1) | Grant Date | to Grant Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (4) (5) (#) | Awards (6) ($) | | Leroy M. Ball | Annual Cash Incentive Award | | | 578,125 | 1,156,250 | 2,312,500 | | | | | | | | PSU Award | 1/4/2024 | 12/6/2023 | | | | 14,862 | 59,448 | 118,896 | | $3,153,419 | | | RSU Award | 1/4/2024 | 12/6/2023 | | | | | | | 14,862 | 693,758 | | Jimmi Sue Smith | Annual Cash Incentive Award | | | 150,000 | 300,000 | 600,000 | | | | | | | | PSU Award | 1/4/2024 | 12/6/2023 | | | | 1,607 | 6,426 | 12,852 | | $327,233 | | | RSU Award | 1/4/2024 | 12/6/2023 | | | | | | | 4,284 | 199,977 | | James A. Sullivan | Annual Cash Incentive Award | | | 325,000 | 650,000 | 1,300,000 | | | | | | | | PSU Award | 1/4/2024 | 12/6/2023 | | | | 4,700 | 18,799 | 37,598 | | $957,316 | | | RSU Award | 1/4/2024 | 12/6/2023 | | | | | | | 12,531 | 584,947 | | Stephanie L. Apostolou | Annual Cash Incentive Award | | | 150,000 | 300,000 | 600,000 | | | | | | | | PSU Award | 1/4/2024 | 12/6/2023 | | | | 1,607 | 6,426 | 12,852 | | $327,233 | | | RSU Award | 1/4/2024 | 12/6/2023 | | | | | | | 4,284 | 199,977 | | Stephen G. Lucas | Annual Cash Incentive Award | | | 69,300 | 138,600 | 277,200 | | | | | | | | PSU Award | 1/4/2024 | 12/6/2023 | | | | 1,392 | 5,568 | 11,136 | | $283,553 | | | RSU Award | 1/4/2024 | 12/6/2023 | | | | | | | 3,711 | 173,229 |
2024 Grants of Plan Based Awards
(1) The material terms of the awards reflected in this column are provided in the “Compensation, Discussion and Analysis—2024 Compensation Decisions and Performance” section under the headings “Annual Cash Incentives” and “Long-Term Equity Incentives.” The equity incentive plan awards were granted under our LTIP. (2) The amounts shown in these columns represent the threshold, target and maximum possible payouts of annual performance-based cash bonuses for NEOs based on the applicable NEO’s salary as of January 1, 2024. For Mr. Ball, the target payout was 125 percent of salary. For Mr. Sullivan, the target payout was 100 percent of salary. For Mses. Smith and Apostolou, the target payout was 75 percent of salary. For Mr. Lucas, the target payout was 40 percent of salary. Threshold performance would yield a payout of 50 percent of target and maximum performance would yield a payout of 200 percent of target. Amounts earned and paid to each NEO under our annual incentive plan are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (3) The amounts shown in these columns represent the threshold, target and maximum possible payouts under our TSR PSUs and EBITDA PSUs granted in 2024. Threshold performance would yield a payout of 25 percent of target for both EBITDA PSUs and TSR PSUs and maximum performance would yield a payout of 200 percent of target for both EBITDA PSUs and TSR PSUs. (4) Unvested RSUs and PSUs granted under our LTIP are entitled to DEUs. (5) The RSU awards generally will vest in equal annual installments over three years on the anniversary of the January 4, 2024 grant date. The amounts shown in this column represent the aggregate grant date fair value of PSUs and RSUs granted to our NEOs in 2024. See Footnote 2 to the Summary Compensation Table above, computed in accordance with FASB ASC Topic 718.
2024 Grants of Plan Based Awards
| KOPPERS HOLDINGS INC. | 31 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below provides information concerning unvested RSUs, PSUs and unexercised options held by each NEO at December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2)(#) | Market Value of Shares or Units of Stock That Have Not Vested(3)($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4)(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)($) | | Leroy M. Ball | 3/3/2015 | 6,000 | | $17.57 | 3/3/2025 | | | | | | | 3/1/2016 | 60,728 | | 18.11 | 3/1/2026 | | | | | | | 3/3/2017 | 33,519 | | 44.10 | 3/3/2027 | | | | | | | 3/2/2018 | 41,123 | | 41.60 | 3/2/2028 | | | | | | | 3/6/2019 | 61,178 | | 26.63 | 3/6/2029 | | | | | | | 3/3/2020 | 92,180 | | 19.63 | 3/3/2030 | | | | | | | 1/4/2021 | 36,954 | 12,318 | 29.84 | 1/4/2031 | | | | | | | 1/4/2022 | 26,590 | 26,590 | 32.19 | 1/4/2032 | | | | | | | | | | | | 146,084 | $4,733,122 | 52,489 | $1,700,644 | | Jimmi Sue Smith | 1/4/2022 | 3,332 | 3,332 | $32.19 | 1/4/2032 | | | | | | | | | | | | 23,482 | $760,817 | 5,265 | $170,570 | | James A. Sullivan | 1/4/2021 | — | 4,750 | $29.84 | 1/4/2031 | | | | | | | 1/4/2022 | — | 7,324 | 32.19 | 1/4/2032 | | | | | | | | | | | | 56,593 | $1,833,613 | 14,008 | $453,867 | | Stephanie L. Apostolou | 1/4/2022 | 2,934 | 2,934 | $32.19 | 1/4/2032 | | | | | | | | | | | | 21,985 | $712,314 | 5,113 | $165,661 | | Stephen G. Lucas | | | | | | 16,018 | $518,983 | 3,939 | $127,632 |
Outstanding Equity Awards at Fiscal Year-End
(1) Options granted on January 4, 2021 and January 4, 2022 will vest in annual installments of 25 percent over four years beginning on the first anniversary of the grant date. The amounts shown in this column reflect the aggregate number of unvested RSUs awarded in 2021, 2022, 2023 and 2024, and related DEUs, if any. The RSUs (and related DEUs) are scheduled to vest in annual installments of 25 percent over four years beginning on the first anniversary of the grant date for the awards granted in 2021 and 2022 and in annual installments of one-third over three years beginning on the first anniversary of the grant date for the awards granted in 2023 and 2024, as summarized below. Included in this column are the earned portion (and related DEUs) of: (i) 2022-2024 TSR PSU awards, which were earned for performance through 2024 at 107.2 percent of target and vested on January 3, 2025; and (ii) 2023-2025 TSR PSU awards, which were earned for performance through 2024 at 169.4 percent of target and will vest on January 5, 2026.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | # of Unvested Shares | Vesting Date | | Leroy M. Ball | 1/4/2021 | 4,435 | 1/3/2025 | | | 1/4/2022 | 4,941 | 1/3/2025 | | | 1/4/2022 | 4,941 | 1/5/2026 | | | 1/4/2022 | 52,950 | 1/3/2025 | | | 1/4/2023 | 7,275 | 1/3/2025 | | | 1/4/2023 | 7,275 | 1/5/2026 | | | 1/4/2023 | 49,306 | 1/5/2026 | | | 1/4/2024 | 4,987 | 1/3/2025 | | | 1/4/2024 | 4,987 | 1/5/2026 | | | 1/4/2024 | 4,987 | 1/5/2027 | | Jimmi Sue Smith | 1/4/2021 | 1,282 | 1/3/2025 | | | 1/4/2022 | 927 | 1/3/2025 | | | 1/4/2022 | 927 | 1/5/2026 | | | 1/4/2022 | 7,958 | 1/3/2025 | | | 1/4/2023 | 2,187 | 1/3/2025 | | | 1/4/2023 | 2,187 | 1/5/2026 | | | 1/4/2023 | 3,703 | 1/5/2026 | | | 1/4/2024 | 1,437 | 1/3/2025 | | | 1/4/2024 | 1,437 | 1/5/2026 | | | 1/4/2024 | 1,437 | 1/5/2027 | | James A. Sullivan | 1/4/2021 | 1,709 | 1/3/2025 | | | 1/4/2022 | 2,040 | 1/3/2025 | | | 1/4/2022 | 2,040 | 1/5/2026 | | | 1/4/2022 | 17,496 | 1/3/2025 | | | 1/4/2023 | 5,603 | 1/3/2025 | | | 1/4/2023 | 5,603 | 1/5/2026 | | | 1/4/2023 | 9,487 | 1/5/2026 | | | 1/4/2024 | 4,205 | 1/3/2025 | | | 1/4/2024 | 4,205 | 1/5/2026 | | | 1/4/2024 | 4,205 | 1/5/2027 | | Stephanie L. Apostolou | 1/4/2021 | 1,282 | 1/3/2025 | | | 1/4/2022 | 816 | 1/3/2025 | | | 1/4/2022 | 816 | 1/5/2026 | | | 1/4/2022 | 7,001 | 1/3/2025 | | | 1/4/2023 | 2,101 | 1/3/2025 | | | 1/4/2023 | 2,101 | 1/5/2026 | | | 1/4/2023 | 3,557 | 1/5/2026 | | | 1/4/2024 | 1,437 | 1/3/2025 | | | 1/4/2024 | 1,437 | 1/5/2026 | | | 1/4/2024 | 1,437 | 1/5/2027 | | Stephen G. Lucas | 4/11/2022 | 6,598 | 4/11/2025 | | | 1/4/2023 | 1,540 | 1/3/2025 | | | 1/4/2023 | 1,540 | 1/5/2026 | | | 1/4/2023 | 2,605 | 1/5/2026 | | | 1/4/2024 | 1,245 | 1/3/2025 | | | 1/4/2024 | 1,245 | 1/5/2026 | | | 1/4/2024 | 1,245 | 1/5/2027 |
Outstanding Equity Awards at Fiscal Year-End
The amounts shown in this column represent the market value of these stock awards (and related DEUs) based on a closing market price of $32.40 per share on December 31, 2024, the last trading day in 2024. The amounts shown in this column reflect the aggregate number of unvested PSUs awarded in 2023 and 2024. All TSR PSU grants (and related DEUs, if any), are scheduled to vest if we achieve a total shareholder return ranking above the 25th percentile as compared to the S&P Small Cap 600 Materials Index during the last two months of the applicable performance period. As of December 31, 2024, the total shareholder return ranked above the 25th percentile for the 2023 outstanding awards and below the 25th percentile for the 2024 outstanding awards. Accordingly, for purposes of determining the amounts shown in this column, we assumed maximum performance with respect to the 2023 TSR PSU awards and threshold performance with respect to the 2024 TSR PSU awards in accordance with applicable SEC regulations. All EBITDA PSU grants (and related DEUs, if any), are scheduled to vest if we achieve three-year cumulative Adjusted EBITDA goals. As of December 31, 2024, we have not met threshold cumulative Adjusted EBITDA. Accordingly, for purposes of determining the amounts shown in this column, we assumed threshold performance with respect to the 2023 and 2024 EBITDA PSU awards in accordance with applicable SEC regulations. The actual number may be more or less depending on the company’s performance during the applicable performance periods. The number of unvested shares is summarized below.
Outstanding Equity Awards at Fiscal Year-End
| KOPPERS HOLDINGS INC. | 33 |
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | # of Unvested Shares | Vesting Date | | Leroy M. Ball | 1/4/2023 | 40,021 | 1/5/2026 | | | 1/4/2024 | 12,468 | 1/5/2027 | | Jimmi Sue Smith | 1/4/2023 | 3,828 | 1/5/2026 | | | 1/4/2024 | 1,437 | 1/5/2027 | | James A. Sullivan | 1/4/2023 | 9,803 | 1/5/2026 | | | 1/4/2024 | 4,206 | 1/5/2027 | | Stephanie L. Apostolou | 1/4/2023 | 3,676 | 1/5/2026 | | | 1/4/2024 | 1,437 | 1/5/2027 | | Stephen G. Lucas | 1/4/2023 | 2,694 | 1/5/2026 | | | 1/4/2024 | 1,246 | 1/5/2027 |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The table below sets forth information concerning aggregate exercises of stock options and the vesting of a portion of RSUs and PSUs held by the NEOs during 2024.
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Leroy M. Ball | 56,308 | $1,435,144 | 64,123 | $3,111,798 | | Jimmi Sue Smith | — | — | 10,998 | 537,474 | | James A. Sullivan | 48,621 | 1,000,161 | 27,622 | 1,337,561 | | Stephanie L. Apostolou | — | — | 10,803 | 528,199 | | Stephen G. Lucas | — | — | 7,997 | 441,250 |
2024 Option Exercises and Stock Vested
(1) Value realized is calculated by multiplying the number of exercised options by the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option. Amounts included do not deduct any taxes paid by the NEOs in connection with such exercises. (2) The amounts in this column represent the number of shares acquired upon the vesting of PSUs and RSUs multiplied by the closing stock price on the applicable vesting date. Amounts included do not deduct any taxes paid by the NEOs in connection with the vesting of the PSUs and RSUs.
2024 Non-qualified Deferred Compensation
2024 Non-qualified Deferred Compensation The table below sets forth information as of December 31, 2024 with respect to our Benefit Restoration Plan, a defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified. The Benefit Restoration Plan is described in further detail below. None of our NEOs made any contributions or withdrawals during 2024 under the Benefit Restoration Plan.
2024 Non-qualified Deferred Compensation
| Name | Registrant Contributions in Last Fiscal Year ($)(1) (2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Balance at Last Fiscal Year End ($)(2) (4) | | Leroy M. Ball | $69,639 | $28,581 | $685,254 | | Jimmi Sue Smith | 13,406 | 1,249 | 41,658 | | James A. Sullivan | 38,653 | 8,498 | 223,771 | | Stephanie L. Apostolou | 13,039 | 1,667 | 49,681 | | Stephen G. Lucas | 6,467 | 226 | 6,693 |
2024 Non-qualified Deferred Compensation
The amounts shown in this column are reported as compensation in 2024 in the Summary Compensation Table.
2024 Non-qualified Deferred Compensation
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2024 Non-qualified Deferred Compensation
As described above, the amounts disclosed in these columns include an assumed amount for employer credits made under our Benefit Restoration Plan. Actual employer credits have not yet been made for 2024; however, for purposes of this table, we have assumed that such amounts will be credited for 2024 in accordance with past practice. (3) No amounts reported in this column are reported as compensation in 2024 in the Summary Compensation Table for any NEO. (4) The following amounts reported in this column were reported as compensation in the Summary Compensation Table for previous years: $520,846 for Mr. Ball, $20,075 for Ms. Smith, $158,893 for Mr. Sullivan and $33,584 for Ms. Apostolou.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following information and related table set forth the details of the payments and benefits that would be provided to each NEO in the event that his or her employment is terminated with us for any reason including resignation, termination without cause, retirement, a constructive termination, a change in control or a change in the NEO’s responsibilities.
Director Compensation
Director Compensation We have adopted a standard arrangement to compensate each of our non-employee directors. In 2024, each non-employee director received the following:
Director Compensation
| Director Compensation Program | | | Annual Cash Retainer for Non-Employee Directors | $85,000 | | Supplemental Annual Cash Retainer for Non-Executive Chair | 100,000 | | Supplemental Annual Cash Retainer for Committee Chair (except Audit Committee and Management Development and Compensation Committee) | 12,500 | | Supplemental Annual Cash Retainer for Audit Committee Chair | 20,000 | | Supplemental Annual Cash Retainer for Management Development and Compensation Committee Chair | 15,000 | | Annual Equity Award of RSUs | 110,000 | | Supplemental board meeting attendance fee for meetings in excess of six per year | 1,000 | | Supplemental committee meeting attendance fee for meetings in excess of six per year | 1,000 |
Director Compensation
We also reimburse directors for their out-of-pocket expenses incident to their service on the board and in connection with attendance at board and committee meetings and the annual meeting of shareholders. The annual equity award, which is in the form of RSUs, is issued to incumbent directors upon the date of our annual meeting. The annual equity award is issued to new non-employee directors upon the date that they are first elected to the board and is prorated for new non-employee directors serving less than twelve months. The actual number of RSUs to be granted to each non-employee director is determined on the grant date and is based upon the closing selling price per share of our common stock at the close of regular hours trading (i.e., before after-hours trading begins) on the NYSE as such price is officially quoted in the composite tape of transactions on the NYSE on the grant date. The annual equity award vests upon the earlier to occur of (a) the date which is 365 days after the grant date or (b) the date of the next annual meeting of the company, provided that, in both cases, the director remains in continuous service as a director of the company during such period. If a director terminates service prior to the vesting of his or her RSUs, the director will receive, on the date of termination of service, a number of shares equal to the number of shares in which the director would have vested at the end of the vesting period had he/she continued in our service through the end of such period multiplied by a fraction, the numerator of which is the number of days of service the director completed between the award date and the termination of the director’s service and the denominator of which is 365. In the event of a change in control, there will be accelerated vesting of unvested annual equity award RSUs. At least every two years, the board reviews and sets the compensation for non-employee directors based, in part, on the recommendation of the management development and compensation committee. Director compensation was reviewed by the board in November 2024 and the following changes were adopted effective January 1, 2025: (1) the supplemental annual cash retainer for the nominating and corporate governance committee chair was increased from $12,500 to $15,000; and (2) the supplemental annual cash retainer for the management development and compensation committee chair was increased from $15,000 to $17,500. Factors considered include (i) the level of compensation necessary to attract and retain qualified directors; (ii) maintaining director independence; and (iii) providing incentives that encourage directors to act in the interests of shareholders. Pursuant to the terms of our LTIP, the aggregate grant date fair value for accounting purposes of all awards granted to any non-employee director during any single calendar year (excluding awards made at the election of such non-employee director in lieu of all or a portion of annual and committee cash retainers) will not exceed $200,000.
Director Compensation
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2024 Director Compensation
2024 Director Compensation The table below provides information concerning the compensation of our non-employee directors for 2024. Mr. Ball did not receive compensation for his service as a director in 2024. Mr. Ball’s compensation for his services as an employee is discussed above.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Stephen R. Tritch | $185,000(3) | $110,000 | $295,000 | | Xudong Feng, Ph.D. | 97,500(4) | 110,000 | 207,500 | | Traci L. Jensen | 86,000(5) | 110,000 | 196,000 | | David L. Motley | 98,500(6) | 110,000 | 208,500 | | Albert J. Neupaver | 98,500(7) | 110,000 | 208,500 | | Andrew D. Sandifer | 85,000 | 110,000 | 195,000 | | Louis L. Testoni | 106,000(8) | 110,000 | 216,000 | | Nishan J. Vartanian | 74,959 | 133,575 | 208,534 | | Sonja M. Wilkerson | 100,000(9) | 110,000 | 210,000 |
2024 Director Compensation
(1) Each director received a total amount of $85,000 for his or her 2024 annual cash retainer, except for Mr. Vartanian who served for only part of the year ended December 31, 2024. Mr. Vartanian, who was elected to the board of directors effective as of February 13, 2024, received a total amount of $74,959 for his annual cash retainer for the period from February 13, 2024 through December 31, 2024. (2) On May 2, 2024, each incumbent non-management member of the board of directors was granted 2,079 RSUs. On February 14, 2024, Mr. Vartanian was granted 460 RSUs. The amounts in this column relating to the May 2, 2024 awards represent the grant date fair value of that grant, which is determined by multiplying the shares granted by $52.91 per share, the closing stock price on May 2, 2024. The amount in this column relating to Mr. Vartanian’s February 14, 2024 award represents the grant date fair value of that grant, which is determined by multiplying the shares granted by $51.25 per share, the closing stock price on February 14, 2024. These award grant date fair values have been determined in accordance with FASB ASC Topic 718 using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, each incumbent non-management director held 2,079 unvested RSUs. (3) Mr. Tritch received an additional $100,000 for serving as chair of the board. (4) Dr. Feng received an additional $12,500 for serving as chair of the sustainability committee. (5) Ms. Jensen received an additional $1,000 for supplemental meeting fees. (6) Mr. Motley received an additional $12,500 for serving as chair of the nominating and corporate governance committee and an additional $1,000 for supplemental meeting fees. (7) Mr. Neupaver received an additional $12,500 for serving as chair of the strategy and risk committee and an additional $1,000 for supplemental meeting fees. (8) Mr. Testoni received an additional $20,000 for serving as chair of the audit committee and an additional $1,000 for supplemental meeting fees. (9) Ms. Wilkerson received an additional $15,000 for serving as chair of the management development and compensation committee.
2024 Pay Ratio Disclosure
2024 Pay Ratio Disclosure As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Leroy M. Ball, our Chief Executive Officer (our “CEO”). For 2024, our last completed fiscal year: • the annual total compensation of our median employee was $88,206; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement (adjusted as noted below), was $5,892,895.
2024 Pay Ratio Disclosure
| Based on this information, for 2024 the ratio of the annual total compensation of Leroy M. Ball, our Chief Executive Officer, to the annual total compensation of our median employee was 67 to 1. |
2024 Pay Ratio Disclosure
As disclosed in our 2023 proxy statement, we previously identified our median employee using our full-time, part-time and temporary employee population (without exclusions) as of December 31, 2022 and measured compensation based on “gross wages” for the identified employees as reflected in our payroll records for the twelve-month period beginning on January 1, 2022 and ending December 31, 2022. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums and other payroll withholding. We did not use any statistical sampling techniques. There has been no change in our employee population or our employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. Therefore, as permitted by SEC rules, we are using the same median employee that we used last year as the 2024 median employee. As required by SEC rules, we calculated 2024 annual total compensation for both our median employee and our CEO using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table in this proxy statement. We took the following steps, as permitted by SEC rules, to determine the annual total compensation of our median employee and our CEO: For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, but including the estimated value of the median employee’s health care benefits, resulting in annual total compensation of $88,206.
2024 Pay Ratio Disclosure
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2024 Pay Ratio Disclosure
For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy statement. However, to maintain consistency between the annual total compensation of our CEO and the median employee, we also added the estimated value of our CEO’s health care benefits on an annualized basis (estimated for our CEO and our CEO’s eligible dependents at $13,373) to the amount reported in the Summary Compensation Table. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.
Pay Versus Performance Table
Pay Versus Performance Table As required by applicable SEC rules, we are providing the following information about the relationship between the compensation actually paid ("CAP") to certain individuals and certain of our financial performance measures. The calculations and analysis below do not necessarily reflect our approach to aligning executive compensation with performance. For further information concerning our pay-for-performance philosophy and how we align NEO compensation with our performance, refer to the Compensation Discussion and Analysis above.
Pay Versus Performance Table
| | | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | for Non-PEO Named Executive Officers(3) | to Non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5) | Net Income(6) (In millions) | Adjusted EBITDA(7) (In millions) | | 2024 | $5,879,522 | $(2,999,851) | $1,603,998 | $179,349 | $86.53 | $165.34 | $48.6 | $261.6 | | 2023 | 5,960,553 | 17,568,133 | 1,579,169 | 4,141,388 | 135.90 | 163.68 | 89.8 | 256.4 | | 2022 | 5,770,002 | 2,902,239 | 1,404,909 | 903,710 | 74.33 | 136.42 | 63.2 | 228.1 | | 2021 | 5,196,873 | 3,801,572 | 1,362,868 | 982,151 | 81.89 | 145.27 | 84.9 | 223.5 | | 2020 | 4,126,547 | 2,936,710 | 1,191,596 | 971,101 | 81.53 | 122.68 | 121.0 | 211.5 |
Pay Versus Performance Table
(1) The amounts shown in this column represent the amount of total compensation reported for Leroy M. Ball, our Chief Executive Officer, who is considered our Principal Executive Officer under applicable SEC rules (the “PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table above. (2) The amounts shown in this column represent the amount of CAP to Mr. Ball, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ball during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Ball’s total compensation for each year to determine the CAP:
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO(a) | Less Reported Summary Compensation Table Value of PEO Equity Awards(b) | Plus Adjusted Value of Equity Awards(c) | Compensation Actually Paid to PEO | | 2024 | $5,879,522 | $3,847,177 | $(5,032,196) | $(2,999,851) | | 2023 | 5,960,553 | 3,572,221 | 15,179,801 | 17,568,133 | | 2022 | 5,770,002 | 3,745,653 | 877,890 | 2,902,239 | | 2021 | 5,196,873 | 3,099,995 | 1,704,694 | 3,801,572 | | 2020 | 4,126,547 | 2,060,259 | 870,422 | 2,936,710 |
Pay Versus Performance Table
(a) This column represents the amount of total compensation reported for Mr. Ball for each corresponding year in the “Total” column of the Summary Compensation Table above. (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above for the applicable year. This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Ball to arrive at CAP to Mr. Ball for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The valuation assumption for the EBITDA PSUs granted during 2023 is 167 percent of fair value as this represents the probable performance as of December 31, 2024 for the period 2023-2025. The valuation assumption for the EBITDA PSUs granted during 2024 is 114 percent of fair value as this represents the probable performance as of December 31, 2024 for the period 2024-2026. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield and
Pay Versus Performance Table
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Pay Versus Performance Table
risk-free rate as of the applicable measurement date. The amounts added or subtracted to determine the adjusted amount are as follows:
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Adjusted Value of Equity Awards | | 2024 | $1,990,796 | $(6,764,522) | $(258,470) | $— | $(5,032,196) | | 2023 | 9,733,619 | 5,183,390 | 262,792 | — | 15,179,801 | | 2022 | 2,339,493 | (949,827) | (388,914) | (122,862) | 877,890 | | 2021 | 2,825,381 | (1,255,454) | 134,767 | — | 1,704,694 | | 2020 | 3,930,775 | (1,003,142) | (1,163,408) | (893,803) | 870,422 |
Pay Versus Performance Table
(3) The amounts shown in this column represent the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) (the "Non-PEO NEOs") in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table above for the applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Jimmi Sue Smith, James A. Sullivan, Stephanie L. Apostolou and Stephen G. Lucas; (ii) for 2023 and 2022, Jimmi Sue Smith, James A. Sullivan, Stephanie L. Apostolou and Leslie S. Hyde; (iii) for 2021, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde and Stephanie L. Apostolou; and (iv) for 2020, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde, Stephanie L. Apostolou, Steven R. Lacy and Douglas J. Fenwick. (4) The amounts shown in this column represent the average amount of CAP to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the CAP, using the same adjustment methodology described above in Footnote 2(c):
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | Less Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | Less Average Reported Summary Compensation Table Value of Non-PEO NEO Accumulated Pension Benefit(c) | Plus Average Non-PEO NEO Adjusted Value of Equity Awards(d) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,603,998 | $763,366 | $— | $(661,283) | $179,349 | | 2023 | 1,579,169 | 684,135 | 4,818 | 3,251,172 | 4,141,388 | | 2022 | 1,404,909 | 700,122 | — | 198,922 | 903,710 | | 2021 | 1,362,868 | 635,750 | — | 255,034 | 982,151 | | 2020 | 1,191,596 | 436,682 | 6,591 | 222,778 | 971,101 |
Pay Versus Performance Table
(a) This column represents the average of the amounts reported for our Non-PEO NEOs in the “Total” column of the Summary Compensation Table above in each applicable year. (b) This column represents the average of the total amounts reported for our Non-PEO NEOs in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above in each applicable year. (c) This column represents the average of the change in pension value amounts reported for our Non-PEO NEOs in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table in each applicable year. (d) This column represents an adjustment to the average of the amounts reported for our Non-PEO NEOs in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Footnote 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each Non-PEO NEO to arrive at CAP to each Non-PEO NEO for that year, which is then averaged to determine the average CAP to the Non-PEO NEOs for that year. The amounts added or subtracted to determine the adjusted average amount are as follows:
Pay Versus Performance Table
| Year | Average Year End Fair Value of Equity Awards Granted in the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Adjusted Average Value of Equity Awards | | 2024 | $472,998 | $(1,096,162) | $— | $(38,119) | $— | $(661,283) | | 2023 | 2,237,990 | 971,370 | — | 41,812 | — | 3,251,172 | | 2022 | 439,530 | (172,654) | — | (44,192) | (23,762) | 198,922 | | 2021 | 464,793 | (242,260) | 132,024 | 22,112 | (121,635) | 255,034 | | 2020 | 698,499 | (159,014) | 148,753 | (219,104) | (246,356) | 222,778 |
Pay Versus Performance Table
The amounts shown in these columns represent an initial $100 investment in each of our common stock and the S&P SmallCap 600 Materials for the cumulative periods from December 31, 2019 through the end of the applicable fiscal year (assuming reinvestment of the pre-tax value of dividends paid during the relevant period).
Pay Versus Performance Table
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Pay Versus Performance Table
The amounts shown in this column represent the amount of net income reflected in our audited financial statements for the applicable year. (7) The amounts shown in this column represent the amount of our adjusted EBITDA as calculated for performance measurement under our annual incentive plan for the applicable year and to measure performance of the EBITDA PSUs over the relevant three-year measurement period. Adjusted EBITDA, as measured under the annual incentive plan and for the EBITDA PSUs, is defined as earnings before interest, taxes, depreciation and amortization, as adjusted by our management development and compensation committee in its discretion to account for certain items, as set forth on Appendix B hereto.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section above, our executive compensation program reflects a pay-for-performance philosophy. We generally seek to incentivize long-term performance, and therefore we do not specifically align our performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.