DEF 14A of LSB Industries, Inc., Apr 15, 2025

DEF 14A of LSB Industries, Inc.

Filed Apr 15, 2025 · FY20240000950170-25-053956

Open on EDGAR

  1. The Board recommends a vote "FOR" each of the director nominees in Proposal No. 1

    The Board recommends a vote "FOR" each of the director nominees in Proposal No. 1 and a vote "FOR" each of Proposal Nos. 2, 3, and 4.

  2. Other Governance Matters

    Other Governance Matters Our Bylaws provide that the Board may change the total number of directors on our Board from time to time provided that the minimum number of directors is 3 and the maximum is 14. Currently there are 10 directors on our Board. As discussed under "Corporate Governance — Nominating and Corporate Governance Committee," our Nominating and Corporate Governance Committee (the "Nominating Committee") reviews the composition of the Board as part of its assessment of the Board’s performance and effectiveness. The Nominating Committee values certain characteristics in all Board members, including personal and professional integrity, reputation, outstanding professional achievement, and sound business judgment. The Nominating Committee evaluates each individual director in the context of the Board as a whole with the goal of recommending an effective group with a diversity of experience and skills that exercises sound business judgment in the interest of our business and our stockholders. Consistent with their responsibilities, members of the Nominating Committee have interviewed and evaluated each of the current nominees for director and the Nominating Committee has determined that each is highly qualified to serve as a member of our Board. The following sets forth certain information regarding the director nominees and other directors whose term will continue after the Annual Meeting. Nominees for the Class of Directors Whose Term Will Expire in 2028

  3. Other Governance Matters

    | MARK T. BEHRMAN | Mark T. Behrman, age 62, was appointed Chairman of the Board in August 2024. He previously has served as President, CEO and board member of the Company since December 2018. His term as a director will expire at the Annual Meeting. Prior to that, Mr. Behrman served as Executive Vice President, Chief Financial Officer from June 2015 through December 2018. Mr. Behrman joined LSB in 2014 as Senior Vice President of Corporate Development. Prior to joining LSB, Mr. Behrman was Managing Director, Head of Investment Banking and Head of the Industrial and Energy Practices of Sterne Agee, Inc., from 2007 to 2014. Mr. Behrman has over 35 years of operational, financial, executive management, and investment banking experience. Mr. Behrman is currently Non-Executive Chairman of the Board of PHX Minerals, Inc. and has served on that board since 2017. He is also a member of its Audit and Compensation Committees. Mr. Behrman has also been a Director of The Fertilizer Institute since 2019. Mr. Behrman previously served on the boards of directors of the following publicly held companies: Noble International Ltd. (a supplier to the automotive industry) from 1998 to 2007, where he also served as Audit Committee Chairman from 1998 to 2003; Oakmont Acquisition Corporation (a special purpose acquisition corporation) from 2005 to 2007; and Robocom Systems International (a developer and marketer of advanced warehouse management software solutions) from 1998 to 2000. Mr. Behrman holds an MBA in Finance from Hofstra University and a Bachelor of Science in Accounting, Minor in Finance from Binghamton University. Mr. Behrman’s extensive industry leadership and financial experience, among other factors, led the Board to determine that he should continue to serve as a director. | | | | | Age: 62 Director since: 2018 Committees: None | |

  4. Other Governance Matters

    | RICCARDO BERTOCCO | Riccardo Bertocco, age 57, has been a director since April 9, 2025. His term expires at the Annual Meeting. Mr. Bertocco most recently served as Managing Director and Partner at Boston Consulting Group from 2018 to 2023, where he led the Power and Utilities sector, with a focus on Energy Transition, Low Carbon Fuels and Renewables. Prior to joining Boston Consulting Group, Mr. Bertocco served as a Director at Bain & Company from 1998 to 2018 and as a Vice President from 1999 to 2001, working with clients in the oil and gas sector throughout Europe and the Americas. Mr. Bertocco has worked extensively in management consulting for more than 25 years, partnering with senior executives and management teams within a number of sectors including oil and gas, utilities, IT/technology, private equity, infrastructures and education. In this capacity, he focused on his clients’ most pressing strategic issues, including energy transition, large scale transformations, growth strategy, operational optimization, organizational redesign and change management and digital transformations, among others. Mr. Bertocco holds a B.S. in Business Administration from Bocconi University in Milan, Italy and an M.B.A. in Corporate Finance and Entrepreneurial Management from The Wharton School of the University of Pennsylvania. He is the author of several papers on the evolution of midstream infrastructure in the U.S., decarbonization pathways for U.S. states and corporations. Mr. Bertocco’s extensive industry and leadership experience, among other factors, led the Board to determine that he should continue to serve as a director. | | Age: 57 Director since: 2025 | |

  5. Other Governance Matters

    | JONATHAN S. BOBB | Jonathan S. Bobb, age 49, has been a director of the Company since 2015. His term expires at the Annual Meeting. Mr. Bobb is a Senior Director on the investment team at Eldridge Capital Management. Mr. Bobb previously served in a similar capacity at Guggenheim Partners. Prior to joining Guggenheim, Mr. Bobb was in the investment banking division at Goldman Sachs & Co. from 2007 to 2013. His previous business experience includes investment banking positions with J.P. Morgan and Deutsche Bank and financial planning roles at Gap Inc. Mr. Bobb serves as a TLB-LSB Designee under the terms of the Amended Board Representation and Standstill Agreement. (see page 13). Mr. Bobb received a B.A. in Economics from Stanford University and an M.B.A. from the University of Michigan. Mr. Bobb’s extensive leadership and financial experience, among other factors, led the Board to determine that he should continue to serve as a director. | | | | | Age: 49 Director since: 2015 Committees: Audit Compensation | |

  6. Other Governance Matters

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE THREE NOMINEES AS DIRECTORS OF THE COMPANY |

  7. Other Governance Matters

    Continuing Directors The following six directors will continue in office until the expiration of their respective terms and until their successors have been elected and qualified. Mr. Sanders will not stand for reelection at the Annual Meeting and, effective immediately upon the expiration of his director term at the Annual Meeting, the size of the Board will be reduced to nine directors.

  8. Other Governance Matters

    | JOHN D. CHANDLER | John D. Chandler, age 55, has been a director of the Company since November 2024. His current term expires in 2027. Mr. Chandler retired from The Williams Companies, Inc. (“Williams”) on March 31, 2022. Prior to his retirement, Mr. Chandler was appointed as Senior Vice President and Chief Financial Officer for Williams in 2017. From 2009 until his retirement in March 2014, Mr. Chandler served as Senior Vice President and Chief Financial Officer of Magellan GP, LLC, the general partner of Magellan Midstream Partners, LP. (NYSE: MMP) From 2003 until 2009, he served in the same capacities for the general partner of Magellan Midstream Holdings, L.P. From 1999 to 2002, Mr. Chandler was Director of Financial Planning and Analysis and Director of Strategic Development for a subsidiary of Williams. From 1992 to 1999, Mr. Chandler held various accounting and finance positions with MAPCO Inc. Mr. Chandler currently serves as an independent director and Chairman for Matrix Services Company (NASDAQ: MTRX) where he has been on the board since 2017. He also held board seats at Williams Partners (NYSE: WPZ), Green Plains Partners (NASDAQ: GPP), Cone Midstream Partners (NYSE: CNNX) and USA Compression Partners (NYSE: USAC) between 2013 and 2017. Mr. Chandler received his B.S. and B.A. in accounting and finance from the University of Tulsa and is a certified public accountant. Mr. Chandler’s extensive financial, industry and leadership experience, among other factors, led the Board to determine that he should serve as a director. | | Age: 55 Director since: 2024 Committees: Audit (Chair) | | | BARRY H. GOLSEN, J.D. | Barry H. Golsen, J.D., age 74, has been a director of the Company since 1981. His current term expires in 2027. Mr. Golsen is President of GOL Capital LLC. He served as the Vice-Chairman of the Board of the Company from 1993 until 2015. He also served as the Company’s President and Chief Executive Officer from January 2015 until September 2015 and as the Company’s President and Chief Operating Officer from 2004 to 2014. Mr. Golsen joined LSB in 1978 and spearheaded the growth of LSB’s Climate Control Business with the development of innovative and climate-friendly products, a number of business startups, the acquisition of Climate Master, Inc. and its merger with LSB’s CHP Corporation. Under his leadership, LSB’s Climate Control Business attained substantial growth and leading U.S. market shares for its key products. Mr. Golsen attended Cornell University College of Engineering prior to earning both his B.A. and J.D. degrees from the University of Oklahoma. He was admitted to the Oklahoma Bar in 1978. Mr. Golsen is a past Director of the Oklahoma City Branch of the Federal Reserve Bank of Kansas City and served on the Board of Directors of Equity Bank for Savings N.A. His professional affiliations have included the Oklahoma Bar Association, the American Bar Association, the American Society of Heating, Refrigeration and Air-Conditioning Engineers, Young Presidents Organization and World Presidents Organization. Mr. Golsen is a National Association of Corporate Directors ("NACD") Board Leadership Fellow. NACD Fellowship is a comprehensive and continuous program of study that empowers directors with the latest insight, intelligence and boardroom practices. Mr. Golsen’s extensive experience and his in-depth of knowledge and understanding of the businesses in which we operate, and his demonstrated leadership skills within the Company, among other factors, led the Board to | | Age: 74 Director since: 1981 Committees: Audit Nominating and Corporate Governance | |

  9. Other Governance Matters

    | | conclude that he should serve as a director. Mr. Golsen is a Golsen designee under the terms of the Amended Board Representation and Standstill Agreement (see page 13). | | KANNA KITAMURA | Kanna Kitamura, age 52, has been a director of the Company since December 2018. Her current term expires in 2027. Ms. Kitamura is a Partner and Chief Talent Officer at Eldridge Industries. Previously, Ms. Kitamura was a Vice President and Head of Legal Operations at Guggenheim Investments. She was a member of Guggenheim Partners’ Women’s Innovation and Inclusion Network, Secretary of the Pro Bono Committee, and acted as a mentor in its Veterans Transition Assistance Program. Prior to Guggenheim, Ms. Kitamura was a Vice President of Business Development and Director of Operations for a management consulting firm and was employed by the United Nations Development Programme in the Division of Public Affairs. Ms. Kitamura supports a number of non-profit organizations focused on education, the arts, and conservation. Ms. Kitamura received her B.S. from Georgetown University and her J.D. from Brooklyn Law School. Ms. Kitamura’s extensive financial industry leadership and legal experience, among other factors, led the Board to determine that she should serve as a director. Ms. Kitamura is a TLB-LSB designee under the terms of the Amended Board Representation and Standstill Agreement (see page 13). | | | | | Age: 52 Director since: 2018 Committees: Compensation Nominating and Corporate Governance | | | STEVEN L. PACKEBUSH | Steven L. Packebush, age 60, has been a director of the Company since 2020. His term expires in 2026. Mr. Packebush is a founder and partner in Elevar Partners, LLC, a company providing advisory and consulting services and capital solutions for companies in the agriculture and energy markets. Prior to Elevar Partners, Mr. Packebush worked at Koch Industries, Inc. for over 30 years, retiring in March 2018. Until his retirement, he was the president of Koch Ag & Energy Solutions ("Koch Ag"). Under Mr. Packebush’s leadership, Koch Ag grew from a break-even business to one of the larger business units at Koch Industries and one of world’s largest fertilizer companies. Mr. Packebush also oversaw the expansion of Koch Ag to include three additional start-up businesses: Koch Energy Services became one of the largest natural gas marketing companies in North America; Koch Methanol supplied methanol to global customers in the plywood, carpet, fuels, and plastics markets; and Koch Agronomic Services became one of world’s largest enhanced-efficiency fertilizer producers and marketers. Prior to his time at Koch Ag, Mr. Packebush held various business development and commercial roles in Koch International, Koch Agriculture, and Koch Minerals. Mr. Packebush serves as a Golsen Designee under the terms of the Amended Board Representation and Standstill Agreement. (see page 13). Mr. Packebush currently serves on the PHX Minerals, Inc. Board of Directors, Kansas State University Dean’s Agriculture Advisory Board, and the Wichita Metropolitan YMCA and YMCA360 Board of Directors. Previously he served on the board of directors of Monolith Materials Inc., EuroChem Group AG, Caribbean Nitrogen, Nitrogen 2000, KOCHPAC, and The Fertilizer Institute. He has also | | Age: 60 Director since: 2020 Committees: Audit Nominating and Corporate Governance | |

  10. Other Governance Matters

    | | served on The Fertilizer Institute’s executive committee and Koch Industries’ Compliance and Ethics Executive Committees. Mr. Packebush is a 1987 graduate of Kansas State University with a bachelor’s degree in agricultural economics. Mr. Packebush’s extensive industry and leadership experience, among other factors, led the Board to determine that he should serve as a director. | | DIANA M. PENINGER | Diana M. Peninger, age 60, has been a director of the Company since 2020. Her term expires in 2026. Since 2021, Ms. Peninger, has served as the President and CEO of Reproductive Solutions, a medical device company located in Dallas, TX. She founded and has served as CEO of Geneva Lake Partners LLC since 2017 which is an advisory firm that works with middle market private industrial companies to help them develop strategic plans to accelerate their growth. She has served on the board of Rogers Group, Inc. since July 2017, chairs the compensation committee and is a member of the audit committee. She served four years as the Board Vice-Chair of the Committee of 200 which is a non-profit organization of the world’s most successful women CEOs and senior business executives. Ms. Peninger spent 30 years in the chemical industry including three expat assignments in Frankfurt, Germany. In 2018, she served as interim CEO for Synata Bio a renewable clean fuels and chemicals technology company owned by True North Venture Partners. From 2007 through 2016, she held various roles within Celanese Corporation including, Vice President, Acetyl Intermediates, EVA Performance Polymers and Vice President General Manager for Nutrinova Specialty Food Ingredients business. Prior to this, as Director of Corporate Strategy and Business Development at Celanese, she lead the business development initiatives to establish manufacturing locations in low cost regions of China and Middle East. From 2005 to 2007, while at Chemtura Corp., Ms. Peninger served as Vice President, Consumer Products and Vice President, PVC Additives businesses. She started her career in 1987 with Celanese Corporation in Pampa, Texas as a plant operations engineer before taking on progressively more responsibility including Director of Global Glass Fibers business and leading the integration of several large acquisitions. Ms. Peninger holds a B.S. in Chemical Engineering from South Dakota School of Mines and was honored in 2017 with the prestigious "Distinguished Alumni" award for achievement of excellence in their careers and their communities. She is a National Association of Corporate Directors (NACD) Board Leadership Fellow, serves on the NACD North Texas Board and serves on the University Advisory Board for her alma mater. Ms. Peninger’s extensive industry and leadership experience, among other factors, led the Board to determine that she should serve as a director. | | Age: 60 Director since: 2020 Committees: Audit Compensation | |

  11. Other Governance Matters

    | LYNN F. WHITE | Lynn F. White, age 72, has been a director of the Company since 2015. His term expires in 2026. Mr. White founded and has served as the Managing Director of Twemlow Group LLC since 2013, and previously from 2008 until 2009. Twemlow Group LLC is a consulting firm that provides strategic, organizational and product development counsel to agriculturally related businesses. From January to June 2023, Mr. White served as interim President and CEO of Anuvia Plant Nutrients, Inc. where he had served as a director since February 2021 and previously from January 2016 to November 2019. From 2009 to 2013, Mr. White served as Vice President, Corporate Development of CF Industries Holdings, Inc. (NYSE: CF). While at CF Industries, he was responsible for external growth initiatives, including M&A and organic efforts, new product development and strategy, and led the integration of the $4.6 billion acquisition of Terra Industries, Inc. While at CF Industries he served as non-executive Chairman or Vice-Chairman of GrowHow UK Limited, the leading British nitrogen fertilizer producer and as a director of KEYTRADE AG, a major Swiss based fertilizer trading firm. Prior to that, he was the President of John Deere Agri Services, Inc., a subsidiary of Deere & Co. (NYSE:DE), where he was responsible for leading a new global business unit created to pursue growth opportunities in technology-based services for industries linked to agriculture. Mr. White was also Vice President of Global AgServices of Deere, where he was responsible for identifying, testing, and developing new services for agriculture and food. Prior to that, he was Senior Vice President, Corporate Development of IMC Global Inc. (n/k/a The Mosaic Company), a producer of crop nutrients and salt, and served in various executive positions, including General Manager of the Food Ingredients Division, Director of the Flame Retardants & Fluids Business and Europe, Middle East, Africa Agricultural Chemicals Area Director of FMC Corporation (NYSE:FMC), a global producer of chemicals and machinery. Mr. White also served as Vice Chair of the Dean’s Advisory Council for the College of Agriculture, Food and Environmental Sciences at California Polytechnic State University through 2023. Through 2021 he was president and director of the Charlestowne Neighborhood Association (SC), and until 2014 served as a Trustee of the Barrington Hills (IL) Police Pension Fund. Mr. White is also a former director and President of the International Food and Agribusiness Management Association. Mr. White holds a B.A. in History (Highest Honors) from California Polytechnic State University, San Luis Obispo and an M.B.A. in Finance and Multinational Enterprise from the Wharton Graduate School of Business at the University of Pennsylvania. Mr. White’s extensive leadership and industry experience, among other factors, led the Board to determine that he should serve as a director. | | Age: 72 Director since: 2015 Committees: Audit Compensation (Chair) Nominating and Corporate Governance (Chair) | |

  12. Other Governance Matters

    | Proposal 2 | | Approval of the LSB Industries, Inc. 2025 Long-Term Incentive Plan |

  13. Other Governance Matters

    The Board is seeking the approval of our stockholders of a new LSB Industries, Inc. 2025 Long-Term Incentive Plan (the “2025 LTIP”), which was adopted by the Board on April 9, 2025, subject to stockholder approval to be effective as of the date the 2025 LTIP is approved by our stockholders (the “Effective Date”). The 2025 LTIP replaces and supersedes the LSB Industries, Inc. 2016 Long Term Incentive Plan, as amended and restated on March 4, 2021 (the “2016 LTIP”) in its entirety. The 2016 LTIP will terminate on the Effective Date, and no future awards may be granted thereunder after the Effective Date, provided that the 2016 LTIP will continue to apply to awards granted under the 2016 LTIP prior to the Effective Date. We believe that the adoption and establishment of the 2025 LTIP is important in attracting and retaining the services of key employees, key contractors, and outside directors of the Company and our subsidiaries in a competitive labor market, which is essential to our long-term growth and success. It is the judgment of our Board that the 2025 LTIP is in the best interests of the Company and its stockholders.

  14. Other Governance Matters

    | The Board recommends that the stockholders vote “FOR” the approval of the 2025 LTIP. |

  15. Other Governance Matters

    A copy of the 2025 LTIP is included as Appendix A to this Proxy Statement. Below is a summary of certain key provisions of the 2025 LTIP, which is qualified in its entirety by reference to the full text of the 2025 LTIP.

  16. Interest of Directors and Executive Officers

    Interest of Directors and Executive Officers All members of our Board and all of our executive officers are eligible for awards under the 2025 LTIP and, thus, have a personal interest in the approval of the 2025 LTIP.

  17. CEO and Key Management Succession Planning

    CEO and Key Management Succession Planning Our Board recognizes the importance of identifying and developing executive talent to ensure we continue to have effective executive leadership in place. The Board delegates to the Compensation Committee the responsibility to review and discuss with management our succession planning for key executive officers. At least annually, the Board reviews the Company’s leadership pipeline and talent and management succession planning with the CEO. Our CEO and executive team continue to review potential successors for key executive positions, identifying and assessing each potential successor’s relevant experience, strengths and skills as well as any areas where additional development may better prepare an individual for a future role. We work to implement appropriate development plans to address any gaps in skills or other attributes of such successors to ensure that potential successors are well-equipped for the role to which they might be elevated. Our CEO then meets with our Board in executive session to discuss and provide recommendations and assessments of potential successors for key executive positions. Our independent directors also meet in executive sessions to discuss and plan for CEO succession. Our Board makes sure it has sufficient opportunities to meet with and assess development of potential CEO and key executive successors, including through management presentations to the Board and committees and attendance at Board meetings. Board Independence At least annually, the Board receives a report on all commercial, consulting, legal, accounting, charitable or other business relationships that a director or the director’s immediate family members have with the Company and its subsidiaries. This report includes all ordinary course transactions with entities with which the directors are associated. • The Board determined that the Company and its subsidiaries followed our procurement policies and procedures, and under our policy relating to the approval and ratification of related party transactions, the amounts reported were well under the thresholds contained in the director independence requirements, and no director had a direct or indirect material interest in the transactions included in the report; and • In determining director independence, the Board considers transactions, if any, identified in the report discussed above that affect director independence, including any transactions in which the amounts reported were above the threshold contained in the director independence requirements and in which a director had a direct or indirect material interest. No such transactions were identified and, as a result, no such transactions were considered by the Board. As a result of its review process, the Board affirmatively determined that 9 of its 10 directors are independent. The only member of the Board who is not independent is Mr. Behrman, who is the Chairman, President and Chief Executive Officer of the Company. Communication with the Board Our Board believes that it is important for us to have a process whereby stockholders may send communications to the Board. Stockholders and interested parties who wish to communicate with the Board, the Chairman, the independent directors as a group, or a particular director, may do so by sending a letter to the Chairman of the Board of Directors at 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116. Please indicate on the mailing envelope a clear notation indicating that the enclosed letter is a "Stockholder-Board Communication" or "Stockholder-Director Communication." All such letters must identify the author as a stockholder or an interested party and clearly state whether the intended recipients are all members of the Board, the Chairman, the independent directors, non-management directors, or only certain specified individual directors. The Chairman will make copies of all such letters and circulate them to the appropriate director or directors. Policy as to Related Party Transactions We have adopted a formal written policy for the review, approval and ratification of transactions with related parties. The policy covers transactions between the Company and our senior officers, directors, director nominees, 5% stockholders, any person who is an immediate family member of any of the foregoing persons and any entity that is owned or controlled by any of the foregoing persons or in which a person listed above has a substantial ownership interest. The policy generally applies to any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company is a participant and (iii) any related party has or will have a director or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity) .Pursuant to the policy, any anticipated or contemplated transaction between us and a related party are initially reviewed for approval by our Management Executive Committee (the “Executive Committee”). The Executive Committee then submits its recommendation to the Audit Committee for final approval or disapproval. In determining whether to approve or ratify a transaction, the Audit Committee takes into account, among other factors it deems appropriate, (i) whether there is an appropriate business justification for the transaction, (ii) the benefits that accrue to LSB as a result of the transaction, (iii) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (iv) the extent of the Related Party’s interest in the transaction, (v) whether the transaction is material to the Company, (vi) the effect of the transaction on a director’s independence (if the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer), (vii) the availability of other sources for comparable products or services, (viii) whether it is a single transaction or a series of ongoing related transactions and (ix) whether entering into the transaction would be consistent with our Code of Ethics and Code of Conduct. During 2024, LSB did not have any related party transactions requiring review by the Audit Committee or the Board as a whole. Our Named Executive Officers

  18. CEO and Key Management Succession Planning

    | MARK T. BEHRMAN | Mr. Behrman, age 62, became our Chairman and Chief Executive Officer in August 2024. He previously served as the Company’s President and Chief Executive Officer from December 30, 2018 through August 2024, as the Company’s Executive Vice President and Chief Financial Officer from June 2015 to December 2018 and as Senior Vice President of Corporate Development from March 2014 to June 2015. Mr. Behrman’s biographical information is set forth on page 14 of this Proxy. |

  19. CEO and Key Management Succession Planning

    | CHERYL A. MAGUIRE | Ms. Maguire, age 47, became the Company’s Executive Vice President and Chief Financial Officer in January 2020. She was previously the Company’s Senior Vice President and Chief Financial Officer. She joined the Company as Vice President, Financial Planning and Accounting in November 2015. She has more than 20 years of financial and accounting experience across manufacturing and energy industries. Prior to joining the Company, Ms. Maguire served as a Senior Manager of financial planning and analysis with LyondellBasell, a large international plastics, chemicals and refining company, from July 2012 to June 2015. Ms. Maguire was previously head of external reporting, corporate accounting, accounting policy and financial analysis at Petroplus, a European Refining company. During her career, Ms. Maguire was integral to the financial integration of large-scale acquisitions, the execution of multiple debt and equity transactions and the implementation of several corporate restructurings and business turnarounds. She began her career at Grant Thornton LLP. Ms. Maguire holds a Bachelor of Business Administration from the University of Prince Edward Island and is a certified public accountant. |

  20. CEO and Key Management Succession Planning

    | MICHAEL J. FOSTER | Mr. Foster, age 58, became the Company’s Executive Vice President, General Counsel and Secretary on December 30, 2018. He joined the Company as Senior Vice President, General Counsel and Secretary in January 2016. Immediately prior to joining the Company, Mr. Foster was engaged in the private practice of law. From 2007 to 2014 Mr. Foster served as the Senior Vice President, General Counsel and Secretary for Tronox (NYSE:TROX), a global mining and manufacturing firm. Before his appointment as the Tronox General Counsel, Mr. Foster served as its Managing Counsel leading the operations of the Tronox legal team following its spin-off from Kerr-McGee Corporation. Prior to the Tronox spin-off, Mr. Foster served as a member of the Kerr-McGee legal team. His earlier experience includes nearly five years in the midstream energy industry and more than five years in the public and private practice of law. Mr. Foster holds a Bachelor of Science degree in Agriculture Science from the University of Illinois Urbana-Champaign and a Juris Doctor degree from the University of Tulsa. |

  21. CEO and Key Management Succession Planning

    | SCOTT D. BEMIS | Mr. Bemis, age 55, became the Company’s Executive Vice President, Manufacturing in May 2024. Mr. Bemis has more than 32 years of experience in chemical manufacturing, including leadership roles with Dow Chemical Company and DuPont Water and Protection. Most recently, he served as the Kemerton Site Director for Albemarle Energy Storage from 2023 to May 2024 and as the Richburg MegaFlex Site Director from 2022 to 2023, Site Director for DuPont’s Spruance site from 2021 to 2022 and Integrated Operations Leader for Dupont’s Water and Protection business from 2020 to 2021.Mr. Bemis brings with him broad experience in leading large manufacturing teams, research and development (R&D), large capital projects, reliability, maintenance, environmental, health and safety (EH&S) and regulatory functions. Mr. Bemis holds a Master of Business Administration from the University of Houston – Clear Lake and a Bachelor of Science in Chemical Engineering from the University of Arizona. | | DAMIEN J. RENWICK | Mr. Renwick, age 48, became the Company’s Executive Vice President and Chief Commercial Officer in January 2021. Mr. Renwick has more than 17 years of experience in the chemical industry, most recently with Houston-based Cyanco where he was President of Cyanco International and held the additional position of Chief Commercial Officer. Prior to this, Mr. Renwick was with Perth, Australia-based Wesfarmers Limited, one of Australia’s largest listed companies. There he held various positions of increasing responsibility in the Chemicals, Energy and Fertilizers division, including Director and General Manager of Australian Gold Reagents, and Commercial Manager, Ammonium Nitrate. Mr. Renwick has led and executed multiple significant commercial transactions to underpin large-scale capital investment projects, led large improvements in operating and safety performance of product on plants and been deeply involved in numerous capital growth projects and acquisition and divestment transactions and evaluations. He began his career with Arthur Andersen in its consulting division. Mr. Renwick holds a Bachelor of Engineering (Honors) and a Bachelor of Commerce from the University of Western Australia. |

  22. CEO and Key Management Succession Planning

    | KRISTY D. CARVER | Ms. Carver, age 57, became the Company’s Senior Vice President and Treasurer in January 2019. She has over 35 years of extensive experience in financial, accounting and tax across the manufacturing and financial services industries. She joined the Company as Vice President in 2008 and was appointed Vice President and Treasurer in January 2014. Prior to joining the Company, Ms. Carver was a Senior Vice President at IBC Bank (formerly known as Local Oklahoma Bank) primarily focused on strategic tax planning, compliance, reporting and supervising multi-year tax litigation arising from certain government assisted acquisitions and related matters. Ms. Carver began her career at Arthur Andersen LLP and is a certified public accountant. Ms. Carver holds a Bachelor of Science in Accounting from the University of Central Oklahoma. |

  23. CEO and Key Management Succession Planning

    Executive Compensation Compensation Discussion and Analysis

  24. Corporate Governance

    | ✓ | Independent Compensation Committee oversees all aspects of executive compensation to assess potential impact on business risk (including human resource risk); | | ✓ | Compensation Committee retains an independent compensation consultant; | | ✓ | Incentive Compensation Recoupment Policy (the "Recoupment Policy") applies to incentive-based compensation; | | ✓ | NEOs are subject to mandatory Management Stock Ownership Guidelines; | | ✓ | Directors and officers are subject to an insider trading and anti-hedging and pledging policy; | | ✓ | Double trigger change in control provisions, requiring both a change in control and a qualifying termination of the executive’s employment, are embedded in employment contracts and long-term incentive plans; and | | ✓ | Stockholders have an annual "say on pay" vote. |

  25. Executive Compensation Program Risk Management

    Executive Compensation Program Risk Management We endeavor to mitigate executive compensation risk through appropriate oversight of our executive compensation program, through our executive compensation plan design (as outlined below) and through our corporate governance policies. We also seek to motivate certain behaviors that encourage appropriate risk-taking to drive performance in accordance with our risk profile. As part of its risk management role, the Compensation Committee: Actively engages with senior Company leaders to understand the connection between our executive compensation program and business strategy; • Determines compensation plan design, the selection of peer groups, the elements of compensation and program participation, in order to assess potential impact on business risk (including human resource risk); • Retains an independent compensation consultant to provide independent advice on market data, plan design and current good corporate governance practices; • Oversees a robust process to assess performance; and • Considers the implications of the potential risks associated with the Company’s compensation policies and practices. Our executive compensation program is designed to provide competitive levels of reward that are responsive to Company and individual performance but do not incentivize risk taking that is reasonably likely to have a material adverse effect on the Company. In reaching the conclusion that our executive compensation program does not create risks that are reasonably likely to have a material adverse effect on us, the Compensation Committee examined the various elements of our executive compensation program and our risk mitigation controls. In particular, numerous factors were considered, including: • Absence of significant short-term incentives that would reasonably be considered as motivating high-risk investments or other conduct that is not consistent with the long-term goals of the Company; • Provision of a mix of short-term and long-term compensation; • Type of equity awards granted to employees and level of equity and equity award holdings; and • Historical emphasis on long-term growth and profitability, over short-term gains. Specific corporate governance policies related to compensation risk management include the following: • Recoupment Policy. In 2023, we updated our Recoupment Policy to comply with SEC and NYSE listing rules. The Recoupment Policy requires, subject to limited exceptions, current and former executive officers of the Company to return erroneously awarded incentive-based compensation in the event the Company is required to restate its financial statements due to material noncompliance with financial reporting requirements under federal securities laws. • Mandatory Stock Ownership Guidelines. Our NEOs are subject to our mandatory Management Stock Ownership Guidelines of five times salary for the CEO and three times salary for our other executive officers (as described in further detail below). Insider Trading and Pledging and Hedging Policies. Our Insider Trading Policy and Policy Regarding Pledging and Hedging of Company Securities govern the trading of Company securities by insiders and prohibit directors and officers from entering into derivative or similar transactions with respect to their securities of the Company, holding their securities in a margin account or pledging their securities as collateral for loans, because such arrangements could reduce the risk of equity ownership by directors and officers and negate the alignment of interests of directors and officers with those of stockholders. Specifically, our Insider Trading Policy governs transactions in LSB securities by our directors, officers and employees, as well as their respective immediate family members. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. While we are not subject to the Insider Trading Policy, we do not trade in our securities when in possession of material non-public information other than pursuant to previously adopted Rule 10b5-1 trading plans. Our Insider Trading Policy requires that any officer, director or applicable member of management wishing to engage in any transaction in our securities must pre-clear such transaction with our General Counsel at least two days prior to the proposed transaction. These policies are available for review at:

  26. https://investors.lsbindustries.com/corporate-governance-highlights

    https://investors.lsbindustries.com/corporate-governance-highlights Compensation Philosophy – How Executive Pay is Linked to Company Performance Our executive compensation program is designed to incentivize and motivate our executive officers to lead and manage our business well over the long-term, to drive performance improvements, and to increase stockholder value. It is also designed to enable us to compete effectively with other companies in attracting, motivating and retaining talented executives. The incentive compensation elements of our program are designed to align closely the financial interests of our executives with those of our stockholders. We believe the portion of compensation that is at-risk and tied to organization-wide performance metrics should increase as the level of responsibility increases. Because of the inherent risk in chemical operations, we place a high priority on our leaders to create, maintain and reinforce a strong safety culture. Because of the environmental risks in our business, we also place a high priority on managing our operations responsibly and sustainably. We regularly assess how our executive compensation program compares to companies with a similar profile to ours. Our objective is to deliver compensation at a competitive market level that will enable executive officers who demonstrate consistent performance over a multi-year period to earn compensation that is competitive and consistent with or above targeted total compensation. Conversely, the program is designed to pay less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual targeted compensation level, based on our performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors. Please see the discussion of our Compensation Framework below for further information. Compensation Framework In accordance with our compensation philosophy, the salary and benefits for executive officers provide the secure fixed compensation component that the Compensation Committee feels is necessary to attract and retain key executive talent. The combination of annual and long-term incentives is designed to motivate the execution of our business strategy in a manner that creates stockholder value while retaining executive talent and aligning our executives' interests with those of our stockholders. The three elements of total direct compensation for our NEOs are: (i) base salary, (ii) short-term incentive awards and (iii) long-term incentive awards. Unlike base salary, which is fixed annually, short-term and long-term incentive awards each represent variable, at risk, compensation. These three elements are balanced such that a portion of each NEO’s compensation is contingent on performance over both the short and longer-term. The Compensation Committee has adopted and implemented core principles that form the framework for our executive compensation program. We believe that the Company’s executive compensation program clearly aligns executive compensation opportunities with our Company’s long-term strategic plan and provide accountability for long-term results. The combination of the fixed and at-risk compensation components provides our executives with a competitive compensation package that is designed to meet our needs and the expectations of our stockholders. Our 2024 compensation elements included:

  27. https://investors.lsbindustries.com/corporate-governance-highlights

    | Compensation Element | Performance Period | Performance Measures | Purpose of Compensation Element | | Base Salary | • Not applicable | • Pay aligned with scope of responsibilities and experience | • Provides competitive fixed pay • Attract and maintain key managerial talent | | Performance Annual Incentive Award (Short-Term Incentive) | • 1 year | • Environmental, Health & Safety • Financial and operational performance measures | • Promotes achievement of shorter-term performance goals | | Equity Grants (Long-Term Incentive) | • 3 years | Depending on form of grant: • Time-based 50% (vesting ratably over 3 years) • Relative stock-based performance metrics 50% | • Further align executives’ and stockholders’ interests • Retains talent with long-term wealth accumulation opportunities • Ties compensation to a longer-term performance goal, in the case of PSUs | | Perquisites and Other Benefits | • Not applicable | • Not applicable | • Allows the Company to remain competitive among its peers to attract and retain key talent |

  28. Compensation Peer Group

    Compensation Peer Group LSB benchmarks executive officer compensation levels using a peer group of companies (the "Compensation Peer Group"). The Compensation Committee annually commissions its independent compensation consultant to review the criteria and composition of the peer group. The Compensation Peer Group utilized in making the compensation decisions for 2024 was composed of the following companies: Advansix Inc. American Vanguard Corporation Balchem Corporation Compass Minerals International, Inc. CSW Industrials, Inc. CVR Partners, LP Ecovyst, Inc. Hawkins, Inc. Ingevity Corporation Intrepid Potash, Inc. Orion Engineered Carbons S.A. Quaker Chemical Corporation REX American Resources Corp. Rogers Corporation US Silica Holdings, Inc. Overall, the Compensation Committee uses a number of factors when determining compensation for each executive, including a broad range of market data, corporate performance, executive performance, and competitive labor conditions, among others. The Compensation Committee, in consultation with its independent compensation consultant, evaluates the composition of the Compensation Peer Group by evaluating, among other things, the industry or business models, annual revenues, market capitalization, and geographic locations of potential Compensation Peer Group companies, as well as those companies that are perceived competitors for talent.

  29. Setting Executive Compensation

    Setting Executive Compensation The Compensation Committee annually sets cash and non-cash executive compensation to reward the executive officers for achievement of, and to motivate the executive officers to achieve, near-term and long-term business objectives. The Compensation Committee also reviews the compensation information of our Compensation Peer Group companies. As described in more detail below, in 2024, the Compensation Committee engaged Compensation Strategies as its independent compensation consultants to assist the Compensation Committee in conducting its review of our executive compensation program. The information provided by the independent compensation consultant is used to determine how our executive compensation program compares to those of our Compensation Peer Group and the market generally, as further described below. In setting compensation, the Compensation Committee also considers the allocation between cash and non-cash compensation amounts, and near-term and long-term compensation, but does not have a specific formula or required allocation between such compensation types. In each case, such allocation is considered as part of the overall compensation determination. During 2024, the Compensation Committee compared the CEO’s total compensation to the total compensation of our other executive officers. However, the Compensation Committee has not established a target ratio between total compensation of the CEO and the median total compensation level for the next lower tier of management. The Compensation Committee also considers internal pay equity among the executive officers, the relationship between the executive officers, and average compensation of all employees to maintain compensation levels that are consistent with the individual contributions and responsibilities of those executive officers. The Compensation Committee does not consider amounts payable under severance agreements when setting the annual compensation of the executive officers.

  30. Short-Term (Annual) Incentive Plan

    Short-Term (Annual) Incentive Plan Executive officers participate in the Company’s Short-Term Incentive Plan (the "STI Plan"), our annual performance bonus plan. The STI Plan provides the opportunity for annual cash payments tied directly to the achievement of key pre-established financial and operational goals. The Compensation Committee sets goals derived from our strategic plan that are designed to further align the interests of our executive officers with the interests of our stockholders. Our STI Plan is a key element in supporting our pay-for-performance philosophy. Each executive officer’s annual incentive opportunity is determined by performance in up to three categories, with an emphasis on key operating and financial metrics: (1) Environmental, Health & Safety performance; (2) Company Adjusted EBITDA; and (3) Ammonia Production Rates. Annual incentive targets are set as a percentage of salary, with actual payouts based on a performance multiplier dependent on the achievement of predetermined annual goals. The annual incentive targets for Messrs. Behrman, Burns, and Foster and Ms. Maguire were established in their respective employment agreements. Mr. Renwick’s payout target was established upon his beginning employment with the Company. Ms. Carver’s payout target was established at the beginning of 2024. At the end of each year, the Compensation Committee determines the actual achievement of each performance goal. The Compensation Committee and the Board have the ability to apply informed judgment to adjust outcomes based on market, operational and other realities that may not have been contemplated in the scorecard formula. In 2024, the Compensation Committee exercised its judgment and adjusted the STI by applying a multiplier between 1.01 and 1.26 to the bonus amounts earned based on the achievement of the annual goals described above and below.

  31. Short-Term (Annual) Incentive Plan

    | Category | Performance Metric | | Environmental, Health & Safety performance | Achieve Total Recordable Injury Rate (TRIR) company-wide Achieve Process Safety Tier I Incidents (PSI) company-wide Achieve Reportable Environmental Events company-wide | | LSB Corporate Financial Performance | Achieve Adjusted EBITDA at budget | | Production Rates | Achieve NH3 production at budget |

  32. Short-Term (Annual) Incentive Plan

    | NEO | 2024 Salary | Target Annual Incentive (% of Salary) | Safety & Environmental Performance | | Adjusted EBITDA | | NH3 Production | | Overall Multiplier | Overall Payout (% of Target) | 2024 STI Plan Payout | | | | | Weight | Weighted Payout (1) | Weight | Weighted Payout (2) | Weight | Weighted Payout (3) | | | | | Mark T. Behrman | $747,000 | 110% | 25% | 4% | 50% | 48% | 25% | 0% | 116% | 61% | $501,000 | | Cheryl A. Maguire | $438,000 | 75% | 25% | 4% | 50% | 48% | 25% | 0% | 116% | 61% | $200,000 | | Michael J. Foster | $434,000 | 70% | 25% | 4% | 50% | 48% | 25% | 0% | 101% | 53% | $161,000 | | Kristy D. Carver | $333,000 | 50% | 25% | 4% | 50% | 48% | 25% | 0% | 117% | 61% | $102,000 | | Damien J. Renwick | $390,000 | 70% | 25% | 4% | 50% | 48% | 25% | 0% | 126% | 66% | $181,000 | | John P. Burns | $285,000 | 60% | 25% | 4% | 50% | 48% | 25% | 0% | 102% | 54% | $92,000 |

  33. Short-Term (Annual) Incentive Plan

    (1) The achievement during 2024 for Safety and Environmental performance was 17.0% resulting in a 4.2% payout for this portion of the annual bonus. (2) The achievement during 2024 for Adjusted EBITDA performance was 97.0% resulting in a 48.4% payout for this portion of the annual bonus. (3) The achievement during 2024 for ammonia production performance was below threshold which resulted in no payout for this portion of the annual bonus.

  34. Long-Term (Equity) Incentive Plan

    Long-Term (Equity) Incentive Plan We award long-term performance equity awards to our executive officers under the terms of the 2016 LTIP, as amended and restated March 4, 2021 that was approved by stockholders at the 2021 annual meeting of stockholders. The Compensation Committee, with the input of its independent compensation consultant, designed the 2016 LTIP to further align executive officer compensation with stockholders’ interests and to serve as a retention tool. The Compensation Committee believes the 2016 LTIP allows us to continue to motivate our executive officers through the grant of equity-based awards and provides the Compensation Committee flexibility to grant different types of equity, equity-based, and cash awards in the future. The Compensation Committee evaluates each executive officer’s performance on an annual basis and grants equity awards, and, for each executive officer, determines the allocation between time-based grants and performance-based grants. Both the time-based and the performance-based awards generally vest over a three-year period. Time-based awards, in the form of restricted stock units, vest one-third on each of the first three anniversaries of the date of grant. Performance-based awards, in the form of performance-based restricted stock units, vest after the end of the three-year performance measurement period. We believe both award types link the value of payments to the long-term results of the Company. The 2024 grants for each of our NEOs included performance-based and time-based restricted stock units. The performance metric for the 2024 performance-based grants was total shareholder return (TSR) relative to a peer group measured annually over a three-year performance period. The peer group utilized for relative TSR ranking included the following companies: Advansix, American Vanguard, The Andersons, CF Industries, Chemtrade Logistics, Compass Minerals, CVR, Ecovyst, ICL Group, Intrepid Potash, Methanex, Mosaic, Nutrien, OCI, and Yara International. The Compensation Committee determined that this performance metric was a good measure of overall Company performance. For performance on the relative TSR metric that is above the threshold, vesting will result in a range of 50%-200% of the target vesting, except the payout will be capped at target if our TSR for the three-year period is negative.

  35. Use of Compensation Consultants

    Use of Compensation Consultants The Compensation Committee has the sole authority to hire and terminate its independent compensation consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance. In 2024, the Compensation Committee engaged Compensation Strategies as its independent compensation consultant to provide information to the Compensation Committee to assist it in making determinations regarding our executive compensation program for our executive officers and non-employee directors. In August and November 2024, Compensation Strategies provided the Compensation Committee with, among other things, a competitive pay analysis comparing the compensation of our executive officers against peer group compensation statistics, 2025 program design advice, an independent review of 2025 compensation proposals developed by management, comparative analysis of non-employee director compensation, including compensation for the regular and special committees of the Board, review of trends and regulatory developments, and assistance with peer group review. A representative from Compensation Strategies attended the January, March, May, August, and November meetings of the Compensation Committee during 2024. Compensation Strategies did not perform any services for the Company or its management other than those described above. Compensation Strategies provides information and data to the Compensation Committee from its surveys, proprietary databases and other sources, which the Compensation Committee utilizes along with information provided by management and obtained from other sources. In making its decisions, the Compensation Committee reviews such information and data provided to it by Compensation Strategies and management and also draws on the knowledge and experience of its members as well as the expertise and information from within the Company, including from the Company’s human resources, legal, and finance groups. The Compensation Committee considers executive and non-employee director compensation matters at its quarterly meetings and at special meetings as needed based on our annual compensation schedule. In connection with its engagement of Compensation Strategies, the Compensation Committee considered various factors bearing upon Compensation Strategies’ independence including, but not limited to, the amount of fees received by Compensation Strategies from the Company as a percentage of Compensation Strategies’ total revenue, Compensation Strategies’ policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Compensations Strategies’ independence. After reviewing these and other factors, the Compensation Committee determined that Compensation Strategies is independent and that its engagement did not present any conflicts of interest. In 2024, we paid Compensation Strategies for the services it provided to the Compensation Committee. Equity Award Timing Policy We do not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. If in the future we determine to grant new awards of options, stock appreciation rights, or similar option-like instruments, we will establish a policy regarding the timing of such awards in relation to the disclosure of material non-public information, and the Board will evaluate the appropriate steps to take in relation to the foregoing. Employment Agreements The Compensation Committee believes that executive employment agreements are an integral component of our competitive executive compensation program. Our employment agreements are an important risk management tool that creates continuity in severance and other benefits upon certain termination events. Mr. Behrman, Ms. Maguire, Mr. Foster and Mr. Burns are each a party to an executive employment agreement in the Company’s standard form, which was implemented in 2018. Mr. Renwick is not party to an employment or severance agreement with the Company. Ms. Carver is not a party to an employment agreement but she is party to a severance and change in control agreement.

  36. Mark T. Behrman

    Mark T. Behrman 2018 Behrman Agreement—On December 30, 2018, we entered into an employment agreement with Mr. Behrman. The employment agreement provides, in part, that Mr. Behrman will: • Serve as our President and CEO for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Behrman Agreement; • Receive an annual base salary of at least $650,000; and • Be eligible to receive an annual cash performance bonus equal to between 0% and 200% of his base salary, with a target of at least 100% of base salary, depending on the Company’s achievement of performance criteria, as determined by the Compensation Committee. Following his termination of employment, Mr. Behrman will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see "Potential Payments Upon Termination or Change in Control" on page 61.

  37. Michael J. Foster

    Michael J. Foster 2018 Foster Agreement—On December 30, 2018, we entered into an employment agreement with Mr. Foster. The agreement provides, in part, that Mr. Foster will: Serve as our Executive Vice President, General Counsel and Secretary for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Foster Agreement; • Receive an annual base salary of at least $390,000; and • Be eligible to receive an annual cash performance bonus equal to between 0% and 140% of his base salary, with a target of at least 70% of base salary, depending on the Company’s achievement of certain performance criteria, as determined by the Compensation Committee. Following his termination of employment, Mr. Foster will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see "Potential Payments Upon Termination or Change in Control" on page 61.

  38. Cheryl A. Maguire

    Cheryl A. Maguire 2018 Maguire Agreement—On December 30, 2018, we entered into an employment agreement with Ms. Maguire. The agreement provides, in part, that Ms. Maguire will: • Serve as our Senior Vice President and Chief Financial Officer (Ms. Maguire was since promoted to Executive Vice President and Chief Financial Officer) for an initial term of one-year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Maguire Agreement; • Receive an annual base salary of at least $370,000; and • Be eligible to receive an annual cash performance bonus equal to between 0% and 120% of her base salary, with a target of at least 60% of base salary, depending on the Company’s achievement of performance criteria, as determined by the Compensation Committee. Following her termination of employment, Ms. Maguire will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see "Potential Payments Upon Termination or Change in Control" on page 61.

  39. John P. Burns

    John P. Burns 2019 Burns Agreement—On December 20, 2019, we entered into an employment agreement with Mr. Burns. The agreement provides that Mr. Burns will: • Serve as our Executive Vice President —Manufacturing for an initial term expiring on December 30, 2020, with automatic one-year extensions until terminated by either party in accordance with the 2019 Burns Agreement; • Receive an annual base salary of at least $350,000; and • Be eligible to receive an annual cash performance bonus equal to between 0% and 100% of his base salary, with a target of at least 50% of base salary, depending on the Company’s achievement of performance criteria, as determined by the Compensation Committee. Following his termination of employment, Mr. Burns will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see "Potential Payments Upon Termination or Change in Control" on page 61. During 2024, Mr. Burns resigned from his role as Executive Vice President of Manufacturing but continued to serve the Company as Vice President of Special Projects. Mr. Burns retired from all positions at the Company on April 1, 2025.

  40. Kristy D. Carver

    Kristy D. Carver 2020 Carver Severance and Change in Control Agreement—On March 31, 2020, we entered into a severance and change in control agreement with Ms. Carver, the provisions of which are described in “Potential Payments Upon Termination or change in Control” below. Management Stock Ownership Requirements The Compensation Committee has established Management Stock Ownership Requirements that are intended to further align the interests of our executive officers with the interests of our stockholders by requiring the executive officers to hold specified levels of Company stock. In keeping with our overall compensation philosophy, we believe that the equity ownership levels that they are required to maintain are high enough to appropriately incentivize our executive officers’ commitment to long-term value creation. The Compensation Committee evaluates the Management Stock Ownership Requirements at least annually. The terms of our Management Stock Ownership Requirements are set out below:

  41. Kristy D. Carver

    | Term | Component/Description | | | | Position | Requirements(1) | | | Chief Executive Officer | 5x base salary | | Target Ownership Amount(1) | Chief Financial Officer | 3x base salary | | | Other Executive Officers | 3x base salary | | Shares Counted Towards Ownership | • Shares owned outright or held in trust • Time-based vesting restricted stock units • The target number of any performance shares or units | | | Compliance Period | • The later of April 26, 2022 or five years from hire/promotion into covered role | | | Tracking Achievement | • Measure compliance on December 31 each year using 90-trading day average stock price • Notify participants and Compensation Committee of compliance/progress towards meeting guidelines | | | Controls | • Once the guideline is met, participants are expected to maintain share ownership pursuant to the guideline thereafter • Should a participant who previously met the guideline subsequently fall below the guideline for any reason, they will be required to meet the guideline within two years | |

  42. Kristy D. Carver

    | Name and Principal Position | Year | Salary $ | Stock Awards(1) $ | Non-Equity Incentive Plan Compensation(2) $ | All Other Compensation(3) $ | Total $ | | Mark T. Behrman(4) | 2024 | $741,080 | $3,083,451 | $501,000 | $18,573 | $4,344,104 | | President and Chief | 2023 | $711,815 | $3,146,428 | $603,000 | $13,405 | $4,474,648 | | Executive Officer | 2022 | $669,000 | $2,089,578 | $926,120 | $12,815 | $3,697,513 | | Cheryl A. Maguire | 2024 | $434,500 | $556,480 | $200,000 | $1,011 | $1,191,991 | | Executive Vice President | 2023 | $414,174 | $568,923 | $241,000 | $1,052 | $1,225,149 | | and Chief Financial Officer | 2022 | $380,808 | $432,449 | $369,000 | $— | $1,182,257 | | Michael J. Foster | 2024 | $430,769 | $551,380 | $161,000 | $7,948 | $1,151,097 | | Executive Vice President, | 2023 | $417,585 | $563,583 | $223,000 | $7,800 | $1,211,968 | | General Counsel and Secretary | 2022 | $401,400 | $456,273 | $389,000 | $7,800 | $1,254,473 | | Kristy D. Carver | 2024 | $330,330 | $168,982 | $102,000 | $11,302 | $612,614 | | Senior Vice President | 2023 | $319,738 | $173,633 | $98,000 | $11,414 | $602,785 | | and Treasurer | 2022 | $307,438 | $124,255 | $170,240 | $11,222 | $613,155 | | Damien J. Renwick | 2024 | $387,038 | $495,495 | $181,000 | $8,559 | $1,072,092 | | Executive Vice President | 2023 | $365,808 | $379,304 | $200,000 | $8,939 | $954,051 | | and Chief Commercial Officer | 2022 | $321,923 | $281,496 | $345,500 | $8,379 | $957,298 | | John P. Burns(5) | 2024 | $286,077 | $372,257 | $92,000 | $— | $750,334 | | Vice President of | 2023 | $374,962 | $379,304 | $184,000 | $1,540 | $939,806 | | Special Projects | 2022 | $360,232 | $306,448 | $349,000 | $— | $1,015,680 |

  43. Most Important Financial Performance Measures

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(2)(3) | All Other Compensation | Total | | Jonathan S. Bobb | $197,500 | $— | $— | $197,500 | | John D. Chandler | $12,704 | $— | $— | $12,704 | | Barry H. Golsen | $195,000 | $— | $— | $195,000 | | Kanna Kitamura | $192,500 | $— | $— | $192,500 | | Steven L. Packebush | $86,250 | $105,003 | $— | $191,253 | | Diana M. Peninger | $88,750 | $105,003 | $— | $193,753 | | Richard W. Roedel(4) | $— | $238,916 | $— | $238,916 | | Richard S. Sanders | $86,250 | $105,003 | $— | $191,253 | | Lynn F. White | $117,228 | $105,003 | $— | $222,231 |