DEF 14A of MATERION Corp, Mar 27, 2025

DEF 14A of MATERION Corp

Filed Mar 27, 2025 · FY20240001104657-25-000045

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Articles of Incorporation and Code of Regulations establish the number of directors at no fewer than nine and no more than 18. There are currently nine directors on the Board. At the 2025 Annual Meeting, the shareholders will consider the election of nine directors, each to serve a one-year term. Each of the nominees for election is a current Director. Nominees for Director

  2. Vinod M. Khilnani

    Vinod M. Khilnani Age: 72 Director Since: 2009 Mr. Khilnani was appointed our Non-Executive Chairman of the Board in January 2018. Now retired, Mr. Khilnani was the Executive Chairman of CTS Corporation (electronic components and accessories). Mr. Khilnani became Executive Chairman of CTS Corporation in January 2013 and served in that capacity until May 2013. He had served as Chairman, President and Chief Executive Officer of CTS from 2007 until 2013. Prior to that time, he served as Senior Vice President and Chief Financial Officer of CTS since 2001. Mr. Khilnani was appointed to the Board of Gibraltar Industries in October 2014 and to the Board of ESCO Technologies Inc. in August 2014. Mr. Khilnani also served on the Board of Directors of 1st Source Corporation since 2013 until his retirement from that Board in 2023. As the former Executive Chairman and Chief Executive Officer and President of CTS (and its former Chief Financial Officer), Mr. Khilnani offers a wealth of management experience and business knowledge regarding operational, financial and corporate governance issues, as well as extensive international experience with global operations.

  3. Emily M. Liggett

    Emily M. Liggett Age: 69 Ms. Liggett has served as the Chief Executive Officer of Liggett Advisors (business strategy and execution consulting) since 2017. Prior to that, Ms. Liggett served as President and Chief Executive Officer of NovaTorque, Inc. (manufacturer of high-efficiency electric motor systems) from 2009 until 2016, when it was acquired by Regal Beloit; Apexon, Inc. (provider of supply chain optimization software solutions for global manufacturers) from 2004 until 2007; and Capstone Turbine Corporation (provider of microturbine systems for clean, continuous distributed energy generation) from 2002 until 2003. Prior to Capstone Turbine, Ms. Liggett served in various management and executive roles at Raychem Corporation (manufacturer of materials, electronics, telecom and energy products acquired by Tyco International in 1999) from 1984 until 2001, including as Corporate Vice President of Raychem and Managing Director of Tyco Ventures. Ms. Liggett has served on the Board of Directors of Ultra Clean Holdings, Inc. since 2014 and previously served on the Boards of Directors of Kaiser Aluminum Corporation from 2018 until 2022 and MTS Systems Corporation from 2010 until 2016. She also served on the Purdue University School of Engineering Advisory Board from 2000 until 2018. Ms. Liggett's expertise in strategy, operations, product development, sales, marketing and business development gained from her chief executive officer, management and public company board experience in a variety of international industrial companies provides our Board of Directors with valuable insights.

  4. Robert J. Phillippy

    Robert J. Phillippy Director Since: 2018 Mr. Phillippy is an independent consultant, advising technology companies on a range of strategic, operational and organizational issues. From September 2007 until April 2016, he was the President, Chief Executive Officer and a director of Newport Corporation (lasers, optics and photonics technologies). Mr. Phillippy joined Newport in 1996 and served in various executive management positions prior to his appointment as Chief Executive Officer in 2007. In April 2016, Newport was acquired by MKS Instruments (instruments, components, subsystems, and process control solutions for advanced manufacturing applications), and from July 2016 until May 2018, Mr. Phillippy served on the board of directors of MKS Instruments. From April 2016 to September 2016, he also served as Executive Advisor to MKS Instruments. Mr. Phillippy has also served as a director of ESCO Technologies Inc. since May 2014 and as a director of Kimball Electronics since November 2018. Mr. Phillippy's deep understanding of technology-related industries, extensive experience as the former Chief Executive Officer of a global technology company and significant knowledge of matters impactful to public company boards makes him a valuable contributor to the Board of Directors.

  5. Patrick Prevost

    Patrick Prevost Age: 69 Director Since: 2019 Mr. Prevost served as the President and Chief Executive Officer of Cabot Corporation (global specialty chemical and performance materials company) from January 2008 until his retirement in March 2016. Prior to Cabot, Mr. Prevost served as President, Performance Chemicals at BASF AG (international chemical company) from October 2005 to December 2007. Prior to that, he was responsible for BASF Corporation’s Chemicals and Plastics business in North America. Mr. Prevost previously held senior management positions with increasing responsibility at BP Plc from 1999 to 2003 and Amoco Chemicals from 1983 until 1999. Mr. Prevost previously served on the Board of Directors of Southwestern Energy Company, Cabot Corporation and General Cable Corporation. Mr. Prevost also previously served as trustee of the New England Conservatory and the French Cultural Center of Boston. Mr. Prevost brings to our Board of Directors substantial leadership experience in a variety of complex international businesses, a chemical engineering background with broad experience in material science and chemistry, which are important to our business, extensive experience involving acquisitions and strategic alliances and deep knowledge of international business, strategic planning, manufacturing and financial matters. N. Mohan Reddy, Ph.D. Age: 71 Dr. Reddy is B. Charles Ames, Professor of Management at Case Western Reserve University. Dr. Reddy was appointed B. Charles Ames, Professor of Management in February 2014. Prior to that, he had served as the Albert J. Weatherhead III Professor of Management from 2007 until 2012 and as the Dean of the Weatherhead School of Management, Case Western Reserve University from 2006 until 2012. Dr. Reddy had been Associate Professor of Marketing since 1991 and Keithley Professor of Technology Management from 1996 to 2006 at the Weatherhead School of Management, Case Western Reserve University. Dr. Reddy had served on the Board of Directors of Keithley Instruments, Inc. from 2001 until December 2010, when Keithley Instruments was purchased by Danaher Corporation. Dr. Reddy had also served on the Board of Directors of Lubrizol Corporation from February 2011 until October 2011, when Lubrizol was purchased by Berkshire Hathaway Inc . Dr. Reddy also serves as a consultant to firms in the electronics and semiconductor industries, primarily in the areas of product and market development. Dr. Reddy’s knowledge of industrial marketing, technology development and extensive global knowledge in the electronics and semiconductor industries provides valuable insight to our Board of Directors.

  6. Craig S. Shular

    Craig S. Shular Mr. Shular is Co-Founder of Global Graphite Group LLC (advanced materials company specializing in graphite products), which he co-founded in November 2017. Mr. Shular is the former Executive Chairman of the Board of GrafTech International Ltd. (electrical industrial apparatus). Mr. Shular was elected Chairman of the Board of GrafTech in 2007 and served in that capacity until December 2014. He had been a director of GrafTech from January 2003 until May 2014. Mr. Shular served as Chief Executive Officer of GrafTech from 2003 and as President from 2002 until he retired from both positions in January 2014. From 2001 until 2002, he served as Executive Vice President of GrafTech’s largest business, Graphite Electrodes. Mr. Shular joined GrafTech as its Vice President and Chief Financial Officer in 1999 and assumed the additional duties of Executive Vice President, Electrode Sales and Marketing in 2000 until 2001. As the former Chairman, Chief Executive Officer and President and former Chief Financial Officer of GrafTech, Mr. Shular brings a breadth of financial and operational management experience and provides our Board of Directors with a perspective of someone familiar with all facets of a global enterprise. Darlene J. S. Solomon, Ph.D. Age: 66 Director Since: 2011 Dr. Solomon served as Senior Vice President and Chief Technology Officer of Agilent Technologies, Inc. (life sciences, diagnostics and applied chemical markets) from 2006 until she retired from that position in July 2023. In addition to her leadership in organic research and development she is expert in open innovation, having developed and led Agilent’s industry-leading, enterprise-wide academic collaboration and corporate venture programs. Prior to 2006, she served as Vice President and Director of Agilent Laboratories, Agilent's centralized advanced research organization. Dr. Solomon has served on the Board of Directors of Novanta Inc. since 2022 and she joined the board of Masimo Corporation in 2024. She is a member of the National Academy of Engineering and serves on multiple industry, academic and government advisory boards focused on science, technology, and innovation. As a global senior technology business executive with deep experience in corporate governance, transformation, and high-tech industry, she brings valuable perspective in strategy, innovation, and digital leadership in support of profitable core and adjacent business growth. Additionally, with extensive knowledge and experience in materials measurement and leading innovation in a diversified global technology enterprise, Dr. Solomon brings to our Board of Directors valuable insight on research and development and other operational issues faced by companies focused on innovations in technology.

  7. 2024 Compensation of Non-Employee Directors

    2024 Compensation of Non-Employee Directors Total compensation of our non-employee directors for the year ended December 31, 2024 was as follows:

  8. 2024 Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Vinod M. Khilnani | 172,500 | 133,078 | 305,578 | | Emily M. Liggett | 85,000 | 133,078 | 218,078 | | Robert J. Phillippy | 100,000 | 133,078 | 233,078 | | Patrick Prevost(2) | 82,500 | 133,078 | 215,578 | | N. Mohan Reddy | 85,000 | 133,078 | 218,078 | | Craig S. Shular(2) | 92,500 | 133,078 | 225,578 | | Darlene J. S. Solomon | 82,500 | 133,078 | 215,578 | | Robert B. Toth | 85,000 | 133,078 | 218,078 |

  9. 2024 Compensation of Non-Employee Directors

    (1) The amounts in this column reflect the grant date fair value of time-based restricted stock unit (RSU) awards as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. (2) Mr. Prevost and Mr. Shular elected to defer 100% of their compensation in the form of deferred stock units, as described below under Deferred Compensation. The following table presents the RSU awards granted to non-employee directors in 2024. Awards were made on May 10, 2024 and valued based on that day's closing price of $115.72. These awards in general will vest on May 10, 2025, if the individual remains as a director until that date. As of December 31, 2024, no other stock or option awards were outstanding for our non-employee directors.

  10. 2024 Compensation of Non-Employee Directors

    | Name | Restricted Stock Units | | Vinod M. Khilnani | 1,150 | | Emily M. Liggett | 1,150 | | Robert J. Phillippy | 1,150 | | Patrick Prevost | 1,150 | | N. Mohan Reddy | 1,150 | | Craig S. Shular | 1,150 | | Darlene J. S. Solomon | 1,150 | | Robert B. Toth | 1,150 |

  11. Summary NEO Compensation Decisions and Actions in 2024

    | Factors Guiding NEO Compensation Decisions | Market compensation rates, including Materion's compensation peer group, for each position | | | Company's performance against pre-established goals | | | Experience, skills, expected future contributions, and leadership | | | Contributions and performance of each individual | | 2024 NEO Compensation Decisions (see below for details) | Target Total Direct Compensation: The target total direct compensations for Ms. Chadwick and Messrs. Vijayvargiya, and Chemnitz in 2024 were managed within 20% of the market median. | | | Base Pay: NEO salary increases were 4.86% for Mr. Vijayvargiya, 6.00% for Ms. Chadwick and 3.02% for Mr. Chemnitz. | | | Management Incentive Plan (MIP): Payout under the MIP was based on Company adjusted EBIT, value-added sales growth, and simplified free cash flow performance versus goals. The Company achieved 31.43% funding for its adjusted EBIT component, 0.0% funding for its value-added sales growth component and 0.0% funding for its simplified free cash flow component, resulting in MIP awards at 31.43% of target for our NEOs. | | | Long-term Incentives (LTI): The Committee determined 2024 equity grants after carefully considering (1) the Company's 2023 performance, (2) comparative market pay practices and (3) our performance-driven compensation philosophy. In 2024, shareholder value creation is achieved through performance-based grants representing approximately 75% of the overall target equity opportunities for Mr. Vijayvargiya, and 60% of the overall target equity opportunities for Ms. Chadwick and Mr. Chemnitz. | | Shareholder Advisory Vote Consideration | At our 2024 annual meeting of shareholders, we received over 94% approval from our shareholders, based on the total votes counted, for our annual advisory "Say-on-Pay" proposal to approve the compensation of our NEOs. The Committee considered these voting results at its meetings after the vote, and while it believes the voting results demonstrate significant support for our overall executive compensation program, the Committee remains dedicated to continuously improving the existing executive compensation program and the governance environment surrounding the overall program. The Committee did not make any changes to its compensation policies and practices that were specifically driven by the results of the Say-on-Pay vote. |

  12. Changes in Prior Years

    | Compensation Program Design | Established stock ownership and retention guidelines for the NEOs and non-employee directors to further promote long-term equity ownership, and in 2022, discontinued the recognition of unexercised vested and unvested SARs as stock ownership. In 2025, increased the required stock ownership for the CEO and non-employee directors to six times salary from five. | | | In 2020, replaced operating profit with adjusted EBIT as one of the three key metrics for our annual MIP. The adjusted EBIT metric increases focus on the performance of the Company's core operations excluding tax expenses and the costs of the capital structure influencing profit. | | | Put more stock and compensation at risk by increasing the weighting of the Performance Restricted Stock Units (PRSUs) to, typically, between 40% and 50% of the total target LTI award mix for our NEOs. The LTI program for 2023 had four components, including stock appreciation rights (SARs), PRSUs tied to our Relative Total Shareholder Return (RTSR) (RTSR PRSUs), PRSUs tied to our absolute Return On Invested Capital (ROIC) (ROIC PRSUs) and time-based RSUs. Including all PRSUs and SARs, typically 60% to 75% of the total target LTI award mix for our NEOs is “at risk”. | | | Effective December 31, 2019, the Materion Corporation Pension Plan (the Pension Plan) was amended, freezing the accrued benefit for all participants. Beginning January 1, 2020, the Materion Corporation Retirement Savings Plan (401(k) Plan) was enhanced, providing participants with a Company matching contribution of $1.00 for each dollar they elect to contribute up to the first 4% of compensation deferred, and an annual non-elective contribution ranging from 1.5% to 2.5% of each employee’s annual eligible earnings based on their age. Both the Company match and the annual non-elective contribution are subject to the applicable annual Internal Revenue Code (Code) limitation. | | | In conjunction with freezing the Pension Plan, the Materion Corporation Supplemental Retirement Benefit Plan (SRBP) was amended, freezing the accrued benefit for all participants, effective December 31, 2019. | | Corporate Governance | Implemented a "double trigger" change in control vesting provision for all equity grants, which provides that outstanding equity grants will vest on an accelerated basis either if the awards are not continued, assumed or replaced upon the occurrence of a change in control or if the executive experiences a subsequent qualifying termination of employment. A change of control is triggered if any Person’s beneficial ownership reaches or exceeds 30%. | | | Effective October 2, 2023, adopted a new Compensation Clawback Policy to comply with both certain new clawback listing standards of the New York Stock Exchange and new rules and regulations promulgated by the U.S. Securities and Exchange Commission. In connection with the adoption of the new Compensation Clawback Policy, the Board amended and revised in its entirety the company’s predecessor 2011 Clawback Policy, as amended and restated, in the form of the Supplemental Clawback Policy. The Supplemental Clawback Policy operates, effective October 2, 2023, separate and distinct from (but in addition to) the new Compensation Clawback Policy, applying in particular with respect to any compensation that is not covered by or subject to the new policy by its terms. |

  13. Primary Components of the NEO Compensation Program for 2024

    | Component | | Purpose / Objective | Key Characteristics | | Base Salaries | | Provide a fixed, competitive level of pay based on responsibility, qualifications, experience and performance | Fixed cash compensation | | Management Incentive Plan (MIP) | | Align variable pay with short-term performance in support of our annual business plan and strategic objectives | Variable cash incentive compensation earned at 0% – 200% based on Company performance over a 1-year performance period | | Long-term Incentives (LTI) | PRSUs | Aligns NEOs' interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth; promotes retention | Variable stock-based incentive compensation earned at 0% – 200% based on Company performance over a 3-year performance period; value dependent upon achievement of performance metrics and our stock price performance relative to our peer group | | | Stock Appreciation Rights (SARS) | Aligns NEOs' interests with those of our shareholders by rewarding achievement of upside potential; promotes retention | Stock-based incentive compensation that generally vests in 3 equal annual installments; only provides value if our stock price appreciates | | | RSUs | Aligns NEOs' interests with those of our shareholders by rewarding long-term value creation; promotes retention | Stock-based incentive compensation that generally vests in 3 equal annual installments; value tied to our stock price | | Health, Welfare and Retirement Benefits | | Provide competitive health, welfare and retirement benefits and enhance executive retention. NEOs are also eligible for periodic executive physicals, but no other perquisites are provided | Retirement benefits are payable in cash following qualifying separation from service |

  14. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Committee relies on an independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), as its independent compensation consultant. FW Cook assists in gathering and analyzing market data, advising the Committee on compensation standards and trends, and assisting in the implementation of policies and programs. FW Cook works with the Chief Executive Officer and the executive(s) responsible for Human Resources to provide such assistance to the Compensation Committee. FW Cook does not provide any other services to the Company. The Committee annually reviews the independence status of its advisors and determined that FW Cook has no conflicts of interest in its role as compensation consultant to the Committee. The Committee has sole authority to determine the compensation for and to terminate FW Cook’s services.

  15. How Compensation is Set: Peer Group Companies

    How Compensation is Set: Peer Group Companies For 2024, compensation determinations and assessments were made primarily against a comparison group of 19 public companies in related industries as selected by FW Cook and reviewed and approved by the Committee. FW Cook reviews and updates the comparison group for continued suitability based on industry, company size, and transactional activity among the peers.. The Committee reviewed the peer group used to evaluate 2024 pay and made the following changes: removed 6 companies (Compass Minerals, Glatfelter Corporation, Mativ Holdings, Olympic Steel, Rayonier Advanced Materials, and SunCoke Energy ) and added 8 companies (Advanced Energy Industries, Hexcel Corporation, Element Solutions Inc., Fabrinet, Knowles Corporation, Rogers Corporation, Standex International Corporation, and Viavi Solutions). In making these changes, the Committee chose companies that are size appropriate and align with the strategic business transformation that Materion has been undertaking to an Advanced Materials Company with technology driven products and solutions that deliver strong profit margins. The comparison group is the same peer group intended for determining long-term incentive RTSR PRSU award compensation for awards granted in 2024.

  16. How Compensation is Set: Peer Group Companies

    | Advanced Energy Industries, Inc. | Knowles Corporation | | Balchem Corporation | Methode Electronics Inc. | | Carpenter Technology Corp. | Minerals Technologies Inc. | | CTS Corporation | OSI Systems, Inc. | | Hexcel Corporation | Quaker Chemical Corporation | | Element Solutions Inc. | Rogers Corporation | | Fabrinet | Sensient Technologies | | Ingevity Corporation | SMART Global Holdings, Inc. | | Innospec Inc. | Standex International Corp. | | Kennametal Inc. | Stepan Company | | | Viavi Solutions |

  17. How Compensation is Set: Peer Group Companies

    We also rely on general industry third-party survey data when setting the terms of our compensation program. Survey data is size adjusted to reflect companies of similar size and scope. Survey information helps to confirm the validity and provide broader context to the peer group data, as well as provide data for positions where peer group data is not available from public filings with the SEC. The median peer group data and the size-adjusted third-party survey data is used to set a targeted market median range for each compensation element. In making compensation decisions, the Committee generally targets individual NEO’s competitive positioning within the median range although . positioning may vary above or below the market median range due to the executive’s skills, experience in current role, tenure with the Company and individual performance.

  18. 2024 Management Incentive Plan (MIP)

    2024 Management Incentive Plan (MIP) Early in the year, the Board approved an annual operating plan that reflected our expectations for company performance during 2024. The annual operating plan called for a 15% increase in adjusted EBIT, a 2.0% increase in value-added sales (VAS) growth and a target of simplified free cash flow (SFCF) to generate meaningful positive SFCF while also allowing for investment and working capital growth to support the growing business. The Committee used the 2024 annual operating plan as the basis for 2024 MIP goals of adjusted EBIT, VAS growth, and SFCF. VAS growth is the amount equal to the Company’s sales minus the aggregate cost to the Company of the precious metals such as, gold, silver, platinum, palladium, copper, ruthenium, iridium, rhodium, rhenium, and osmium. SFCF is the amount equal to adjusted EBIT plus depreciation and amortization minus the change in working capital (accounts receivable, accounts payable and inventory) and capital investments. The adjusted EBIT, VAS growth, and SFCF goals accounted for 70%, 15%, and 15%, respectively, of each participating NEO's total target annual incentive opportunity. The 2024 target annual incentive, as a percentage of base salary, for each participating NEO remained the same as 2022 for Mr.Vijayvargiya, 110% , Ms. Chadwick, 70% and Mr. Chemnitz, 56%.

  19. 2024 Management Incentive Plan (MIP)

    | Name | 2024 MIP Performance Measures and Target Payout as a % of Salary | | | | | | Adjusted EBIT (70%) | VAS Growth (15%) | SFCF (15%) | Total MIP Target | | Jugal K. Vijayvargiya | 77.0% | 16.5% | 16.5% | 110% | | Shelly M. Chadwick | 49.0% | 10.5% | 10.5% | 70% | | Gregory R. Chemnitz | 39.2% | 8.4% | 8.4% | 56% |

  20. 2024 Management Incentive Plan (MIP)

    Actual payouts can range from 0% of target awards for below-threshold results up to 200% of target awards at maximum levels and are determined on the basis of straight-line mathematical interpolation. The table below shows the threshold, target and maximum performance goals for 2024 as well as actual results:

  21. 2024 Management Incentive Plan (MIP)

    | ($ in millions) | 2024 MIP Performance Goals and Results | | | | | Results | | Performance Metric | Weighting | Threshold (Funds 25%) | Target (Funds 100%) | Maximum (Funds 200%) | 2024 Actual Performance | % of Target Award Earned | | Adjusted EBIT(1) | 70.0% | $120.3 | $160.4 | $200.5 | $131.0 | 31.43% | | VAS | 15.0% | —% | 3.0% | 8.0% | (2.6)% | 0.00% | | SFCF | 15.0% | $82.9 | $103.6 | $124.3 | $75.5 | 0.00% | | | | | | | Total | 31.43% |

  22. 2024 Management Incentive Plan (MIP)

    (1) Actual 2024 adjusted EBIT for incentive compensation purposes excludes the impact of non-recurring items which in 2024 were primarily related to restructuring and cost reductions, start up resources and scrap, business transformation costs as well as an Electronic Materials inventory adjustment. See Appendix B for a reconciliation of non-GAAP to GAAP financial measures. The Company's adjusted EBIT, used for incentive compensation purposes, was $131.0 million in 2024, which was below target performance, resulting in a weighted earned payout of 31.43% of target for that portion of the award opportunity. VAS growth was -2.6%, which was below target performance, resulting in a weighted earned payout of 0.00% of target for that portion of the award opportunity. SFCF was $75.5 million, which was below target performance, resulting in a weighted earned payout of 0.00% of target for that portion of the award opportunity. The Compensation and Human Capital Committee ensures incentive compensation payouts align with Materion's strategic priorities. While annual bonus payouts are entirely based on financial performance, the Committee retains discretion to reduce awards based on qualitative factors such as safety, sustainability, regulatory compliance, and risk management. If performance in an area falls short (e.g., significant safety incident, environmental non-compliance), payouts may be reduced. No such adjustment was made in 2024. Overall, total MIP awards for participating NEOs were earned at a 31.43% level in 2024. The table below shows the total 2024 MIP awards earned as a result of the adjusted EBIT, VAS growth, and SFCF performance compared to goals:

  23. 2024 Management Incentive Plan (MIP)

    | | MIP Target | | MIP Payout as a % of Target | Total MIP Payout | | Name | % Base Salary | $ | | | | Jugal K. Vijayvargiya | 110% | $1,067,000 | 31.43% | $335,358 | | Shelly M. Chadwick | 70% | 358,400 | 31.43% | 112,645 | | Gregory R. Chemnitz | 56% | 272,384 | 31.43% | 85,610 |

  24. 2024 Management Incentive Plan (MIP)

    The chart below shows the Externally reported adj. EBIT Performance & MIP payout as a percentage of target to executives for each of the last five years.

  25. Long-term Incentive Equity-based Awards

    Long-term Incentive Equity-based Awards

  26. LTI Award Vehicles and Grants Made in 2024

    LTI Award Vehicles and Grants Made in 2024 The LTI program for 2024 had four components and included: •Stock Appreciation Rights (SARs), which are granted at fair market value and appreciate in value based on increases in our share price and, consequently, the capital appreciation achieved for shareholders. The SARs generally vest one-third on each of the first three anniversaries of the grant date, subject to the NEO's continued service with us on such date, and subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. The SARs have a term of seven years during which they can be exercised if vested and are settled (when exercised) in shares. The SARs will expire if not exercised prior to the end of the seven-year term. •Restricted Stock Units (RSUs), which are designed for retention purposes and are earned by our NEOs based on the passage of time and continued employment. The RSUs generally vest one-third on each of the first three anniversaries of the grant date, subject to the NEO's continued service with us on such date, and are settled in shares, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. •Performance-based Restricted Stock Units (RTSR PRSUs), which are tied to our Total Shareholder Return (TSR) over three years versus the TSR of our comparison group (identified above under "Peer Group Companies"). These awards are intended to align executive pay with long-term shareholder value creation and RTSR performance. RTSR PRSUs generally vest at the end of the performance period, contingent on the NEO still being employed with us on such date, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. Any earned RTSR PRSU awards are settled in stock. Award funding can range from 0% to 200% of target levels, based on our three-year TSR positioning relative to comparison group as shown in the table below:

  27. LTI Award Vehicles and Grants Made in 2024

    | Performance Level | Three-Year RTSR vs. Comparison Group | % of Target RTSR PRSUs Earned | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 80th Percentile | 200% |

  28. LTI Award Vehicles and Grants Made in 2024

    •Performance-based Restricted Stock Units (ROIC PRSUs), are tied to our average ROIC for 2024, 2025 and 2026. These ROIC PRSU awards are intended to further align executive pay with Company performance over a multi-year period, as measured by ROIC, which we believe correlates with long-term shareholder value creation. ROIC PRSUs generally vest at the end of the performance period, contingent on the NEO still being employed with us on such date, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. Any earned ROIC PRSUs are settled in stock. Award funding can range from 0% to 200% of target levels, as shown in the table below:

  29. LTI Award Vehicles and Grants Made in 2024

    | Performance Level | ROIC | % of Target ROIC PRSUs Earned | | Below Threshold | Below 9.4% | 0% | | Threshold | At 9.4% | 50% | | Target | At 11.8% | 100% | | Maximum | 14.2% or greater | 200% |

  30. LTI Award Vehicles and Grants Made in 2024

    The target long-term incentive vehicle mix approved for fiscal year 2024 grants is shown in the following chart: For both RTSR PRSU and ROIC PRSU awards, funding levels for results in between designated performance levels will be determined using straight-line mathematical interpolation. The actual value of these awards will be based on the number of shares earned, if any, and our corresponding stock price at the time of settlement. No dividend equivalents will be paid on any unearned PRSUs. The table below shows the various equity grants in 2024 and their associated grant date fair values for the NEOs:

  31. LTI Award Vehicles and Grants Made in 2024

    | Name | 2024 Equity Grants (# of shares) | | | | 2024 Equity Grants (Grant Date Fair Values) | | | | Total Grant Date Fair Value | | | SARs | RTSR PRSUs | ROIC PRSUs | RSUs | SARs | RTSR PRSUs | ROIC PRSUs | RSUs | | | Jugal K. Vijayvargiya | 19,284 | 7,479 | 7,479 | 7,479 | $973,071 | $1,442,923 | $1,014,003 | $1,014,003 | $4,444,000 | | Shelly M. Chadwick | 4,200 | 1,629 | 1,629 | 3,258 | 211,932 | 314,283 | 220,860 | 441,720 | 1,188,795 | | Gregory R. Chemnitz | 2,207 | 856 | 856 | 1,712 | $111,365 | $165,148 | $116,056 | $232,113 | $624,682 |

  32. LTI Award Vehicles and Grants Made in 2024

    Grant date fair values shown above for SARs reflect the Company's fair value assumptions, and are calculated using the Black-Scholes pricing model, which is used for accounting expense recognition purposes. The Committee is solely responsible for granting equity awards. The awards traditionally are granted in late February or early March after the Company's annual earnings have been announced. Equity grants for 2024 were made to Mr. Vijayvargiya, Ms. Chadwick and Mr. Chemnitz on March 1, 2024. Regular equity grant target award values are based on a dollar value for Mr. Vijayvargiya $3,600,000, Ms. Chadwick $980,000 and Mr. Chemnitz $515,000. The Committee adopted Stock Award Administrative Procedure Guidelines related to the various forms of equity grants designed to formalize the process of establishing the date of grant, grant prices at fair market value, and other administrative practices appropriate for equity grants to executives. There is no relationship between the timing of the granting of awards and our release of material non-public information.To minimize the impact of daily stock price volatility, equity grant calculations are based on our average closing stock price for the last full month ending at least ten business days prior to the grant date. Equity grant levels shown above were based on our average closing stock price in January 2024 of $120.33, which differs from the grant date fair values for such awards. Under the terms of the LTI awards, our NEOs are required to forfeit outstanding awards and pay back any amounts realized from equity grants if they engage in activity deemed to be detrimental to the Company, as defined in the applicable equity award agreements. Any gains on equity grants are also subject to our clawback policies.

  33. Grants Made in 2022 and Payout of 2022 PRSUs

    Grants Made in 2022 and Payout of 2022 PRSUs The performance period for the PRSUs granted in 2022 (RTSR and ROIC) ended on December 31, 2024. Award funding for RTSR PRSUs was based on our three-year TSR positioning relative to a peer group (as listed in the Proxy Statement filed in 2023) as follows: performance below the 25th percentile would fund 0% of the target award; performance at the 25th percentile would fund 50% of the target award; performance at the 50th percentile would fund 100% of the target award; and performance at or above the 80th percentile would fund 200% of the target award. Funding levels for results between the designated performance levels were determined using straight-line mathematical interpolation. Our three-year TSR positioning relative to our peer group for the 2022 RTSR PRSUs was at the 58th percentile, resulting in an award payout equal to 126.0% of target award opportunity. Award funding for ROIC PRSUs ranged from 0% to 200% of target as follows: performance of 10.0% ROIC would fund 50% of the target award; performance of 12.5% ROIC would fund 100% of the target award; and performance at or above 15.0% ROIC would fund 200% of the target award. No PRSUs would be earned for performance below the threshold level of 10.0% ROIC. Funding levels for results in between designated performance levels were determined using straight-line mathematical interpolation. Our ROIC as measured by our average ROIC for 2022, 2023 and 2024 was 10.2% resulting in an award payout equal to 54.87% of target award opportunity for the 2022 ROIC PRSUs. For the PRSUs, Mr. Vijayvargiya earned 12,588 units, Ms. Chadwick earned 2,937 and Mr. Chemnitz earned 2,021 units. All amounts include earned share dividend equivalents. The table below shows the performance unit payout history over the last five years.

  34. Grants Made in 2022 and Payout of 2022 PRSUs

    | Grant Date | Three Year Performance Period | Actual Payout % - Combined | Percentile Rank - RTSR | | 2022 | 2022 - 2024 | 90.0% | 57.8% | | 2021 | 2021 - 2023 | 149.0% | 78.0% | | 2020 | 2020 - 2022 | 111.0% | 71.5% | | 2019 | 2019 - 2021 | 130.0% | 67.7% | | 2018 | 2018 - 2020 | 200.0% | 81.3% |

  35. Severance Agreements

    Severance Agreements Mr. Vijayvargiya and Ms. Chadwick are party to a Severance Agreement that provides 18 months and 12 months, respectively, of severance benefits in the event of an involuntary termination of employment by the Company, other than for cause (as defined in the severance agreement) or due to death or disability (or due to certain resignations as described in the Severance Agreement). Mr. Chemnitz is also a party to a Severance Agreement providing for severance benefits in other specified circumstances, as described below. These Severance Agreements were adopted to help retain top level executives. The Severance Agreements provide Mr. Vijayvargiya, Ms. Chadwick, and Mr. Chemnitz with benefits upon certain qualifying terminations of employment following a change in control. The triggering events for a change in control are described in the section entitled “Potential Payments Upon Termination or Change in Control” below and were designed to be competitive and reasonable based primarily on advice from legal counsel as well as the experience of our directors. If Ms. Chadwick or Mr. Vijayvargiya resign for “good reason” (as described in the Severance Agreement), or their employment is (or was) terminated by the Company for reasons other than for cause, in either case, during the two-year period following a change in control (or due to death or disability), the Severance Agreement generally provides for two years of severance benefits. Under the same circumstances, Mr. Chemnitz will receive essentially three years of severance benefits. The potential severance benefits for Mr. Vijayvargiya. Ms. Chadwick and Mr. Chemnitz are described below under “Potential Payments Upon Termination or Change in Control”. None of the Severance Agreements provides for any excise tax "gross-up" provisions for the “parachute tax” under Code Section 280G. The Committee has confirmed its intent not to enter into any new Severance Agreements that include such a provision. The Committee believes the Severance Agreements are an important part of the competitive executive compensation package because they help ensure the continuity and stability of executive management and provide protection to the NEOs. The Committee also believes the Severance Agreements reduce the NEOs' interest in working against a potential change in control and help to minimize interruptions in business operations by reducing any concerns they have of being terminated prematurely and without cause during an ownership transition. The Company benefits from these agreements in that in exchange for the protections offered, each NEO agrees to: •Refrain from competing while employed and for two years after a termination of employment; •Refrain from soliciting any employees, agents or consultants to terminate their relationship with us; •Protect our confidential information; and •Assign to the Company any intellectual property rights to any discoveries, inventions or improvements made while employed by us and within two years (one year for Mr. Chemnitz) after employment terminates.

  36. Materion Non-CIC Severance Policy

    Materion Non-CIC Severance Policy Mr. Chemnitz is eligible for 12 months of severance benefits in the event of an involuntary termination of employment by the Company, other than for cause or due to death or disability. The triggering event for an involuntary termination are described in the section entitled “Potential Payments Upon Termination or Change in Control” below and were designed to be competitive and reasonable based primarily on advice from FW Cook, legal counsel and the experience of our directors.

  37. Pension Plan

    Pension Plan The Pension Plan is a tax-qualified defined benefit pension plan that provides retirement compensation to approximately 22% of our U.S. employees. Mr. Chemnitz is the only NEO that participates in the Pension Plan, as this plan was closed to new employees hired after May 25, 2012. Before June 1, 2005, the benefit formula under the Pension Plan was 50% of the final average earnings over the highest five consecutive years minus 50% of the annual Social Security benefit, with the result prorated for service of less than 35 years. Effective as of May 31, 2005, we froze the benefit under the prior formula for all employees. Mr. Chemnitz did not earn a benefit under this formula. In 2015, the Board amended the Pension Plan effective January 1, 2016, to allow participants to elect a lump sum payment, limited to $100,000, following termination in lieu of a future annuity. Effective December 31, 2019, we froze accruals under the Pension Plan for all employees and enhanced the 401(k) Plan for all participants to provide a matching contribution of $1.00 for each dollar contributed up to 4% of compensation deferred by the participant and an annual non-elective contribution based on total cash compensation and the participant’s age, both subject to applicable annual Code limitations. The Code limitations associated with the Pension Plan are considered by the Committee in determining amounts intended to supplement retirement income for Mr. Chemnitz, such as the SRBP and the RDCP described below. The benefit accumulated under the Pension Plan does not affect any other element of compensation for Mr. Chemnitz, except to the extent it is included in the calculation of payments that may be paid upon a change in control or other potential severance payments, as described below in “Potential Payments Upon Termination or Change in Control”.

  38. Clawback Policy

    Clawback Policy Effective October 2, 2023, the company's Board of Directors approved and adopted a new Compensation Clawback Policy for the company to comply with both the new clawback listing standards of the New York Stock Exchange and new rules and regulations promulgated by the U.S. Securities and Exchange Commission. This policy is in addition to the clawback provisions contained in our equity award agreements that require awardees to forfeit outstanding awards and pay back any amounts from equity grants if they engage in certain activity deemed to be detrimental to the Company. The Committee recognizes that maintaining a clawback policy represents an important protection for shareholders and is an important component of strong corporate governance. The new Compensation Clawback Policy provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Compensation Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, the company may utilize a broad range of recoupment methods under the Compensation Clawback Policy for mandatory accounting restatement clawbacks. The Compensation Clawback Policy does not condition such clawback on the fault of the executive officer, but the company is not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) the company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Compensation Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Compensation Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. In connection with the adoption of the new Compensation Clawback Policy, the Board amended and revised in its entirety the company’s predecessor 2011 Clawback Policy, as amended and restated, in the form of the Supplemental Clawback Policy. The Supplemental Clawback Policy operates, effective October 2, 2023, separate and distinct from (but in addition to) the new Compensation Clawback Policy. In general, under the Supplemental Clawback Policy, if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under federal securities laws, we will use all reasonable efforts to recover, from persons currently or formerly covered by the policy (the company’s executive and Section 16 officers, and the company’s executive staff as identified by the Committee, including the NEOs, as described in the policy), excess incentive-based compensation to the extent that such persons, in our determination, willfully committed an act of fraud, dishonesty or recklessness regarding their duties that contributed to such noncompliance (“Misconduct”). For these purposes, excess incentive-based compensation means any incentive-based compensation (for example, annual incentives, performance-based equity awards, and other incentive compensation as described in the policy) paid or granted by us to such persons after 2010 in excess of what they should have been paid or granted had our financial statements been correct in the first place. For certain equity awards not subject to the Supplemental Clawback Policy, if any covered officer engages in Misconduct in connection with such a restatement, the Committee may determine that clawback pursuant to the detrimental conduct provisions of such awards may also be carried out. There shall be no duplication of recovery under the Compensation Clawback Policy and the Supplemental Clawback Policy.

  39. Compensation Policies and Practices - Risk Management

    Compensation Policies and Practices - Risk Management In setting compensation, the Committee considers the risks to Materion's shareholders and to the achievement of our goals that may be inherent in the compensation program. Although a significant portion of our executives' compensation is performance-based and “at-risk,” we believe our executive and employee compensation plans, policies and programs, are appropriately structured and are not reasonably likely to result in a material adverse effect on the Company. In its review, the Committee noted that: •Incentive plans provide for balance in that performance measures and goals are tied to the Company's strategic objectives, achievable financial performance centered on the Company's expectations, relative performance against a peer group of companies and specific individual goals; •A significant portion of variable compensation is delivered in equity (SARs, PRSUs and RSUs) with multi-year vesting. The Company believes that equity compensation helps reduce compensation risk by balancing financial or strategic goals against any other factors management may take into consideration to promote long-term shareholder value; •Materion has structured incentive plans that provide appropriate upside opportunity while minimizing incentives for management to pursue short-term financial performance at the expense of long-term shareholder value; •The Company has adopted stock ownership guidelines that include share retention requirements until guidelines are met, to encourage a focus on long-term growth rather than short-term gains; •The Company extended the scope of its Clawback Policy to recoup from culpable NEOs any gains that are later found to be based on erroneous financial statements; and •NEO Tally Sheets, summarizing annual compensation, benefits, stock gains, accumulated wealth and contingent awards and benefits are reviewed by the Committee annually. In addition, under the guidance of FW Cook, the Company conducted a comprehensive risk assessment of its 2024 incentive plans. The assessment results, as reviewed by the Committee, indicated that from a compensation risk perspective, there were no significant risk areas. The two incentive plans in which the NEOs participate (in other words, the MIP and LTIP) were considered "low risk" and well-aligned with sound compensation design principles that provide a balanced approach for delivering incentives at various levels of performance.

  40. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our Chief Executive Officer and our other NEOs who served during the fiscal year ended December 31, 2024:

  41. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Jugal K. Vijayvargiya | 2024 | 944,039 | — | 3,470,929 | 973,071 | 335,358 | — | 135,085 | 5,858,482 | | President and Chief | 2023 | 881,731 | — | 3,350,228 | 973,351 | 650,793 | — | 115,761 | 5,971,864 | | Executive Officer | 2022 | 821,154 | — | 1,864,814 | 544,434 | 1,191,471 | — | 80,669 | 4,502,542 | | Shelly M. Chadwick | 2024 | 495,270 | — | 976,862 | 211,932 | 112,645 | — | 60,902 | 1,857,611 | | Vice President, Finance and | 2023 | 469,731 | — | 1,113,303 | 207,630 | 216,249 | — | 42,075 | 2,048,988 | | Chief Financial Officer | 2022 | 444,193 | — | 564,545 | 127,048 | 410,325 | — | 20,214 | 1,566,325 | | Gregory R. Chemnitz | 2024 | 478,185 | — | 513,318 | 111,365 | 85,610 | — | 42,517 | 1,230,995 | | Vice President, General | 2023 | 461,683 | — | 565,177 | 128,501 | 169,117 | 38,861 | 43,799 | 1,407,138 | | Counsel and Secretary | 2022 | 441,596 | — | 388,804 | 87,466 | 323,978 | — | 33,263 | 1,275,107 |

  42. 2024 SUMMARY COMPENSATION TABLE

    (1)For 2024, "Salary" includes deferred compensation under the 401(k) Plan in the amount of $26,450 for Mr. Vijayvargiya, $31,111 for Ms. Chadwick, and $30,306 for Mr. Chemnitz. (2)The amounts reported in this column for 2024 reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for RSUs and based on probable outcome, for the RTSR and ROIC PRSUs granted during 2024, for each NEO. Assuming the highest level of achievement of the performance conditions to which the PRSUs are subject, the grant date fair value of the PRSUs paid in common stock would be: Mr. Vijayvargiya, $4,056,011, Ms. Chadwick,$883,439 and Mr. Chemnitz, $464,226. See the "2024 Grants of Plan-based Awards" table in this proxy statement for more information on awards granted in 2024. (3)The amounts reported in this column for 2024 reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for SARs granted to each applicable NEO during 2024. See Note R to the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for the assumptions used in calculating the fair value. See the “2024 Grants of Plan-based Awards” table in this proxy statement for more information on awards made in 2024. (4)The amounts in this column for 2024 represent the payments made to the NEOs under the MIP. (5)The amounts in this column for 2024 represent the aggregate change in the actuarial present value of the accumulated benefit under the Pension Plan and SRBP as otherwise discussed in this proxy statement. There were no preferential or above market earnings during 2024 under the RDCP plan. The amounts for the change in the pension and SRBP values resulted in a negative amount ($4,529), therefore, no change is listed. (6)For Mr. Vijayvargiya, “All Other Compensation” for 2024 includes Company match in the 401(k) Plan ($13,800), group life insurance premiums, an employer contribution to the RDCP ($43,580) and dividend equivalents on equity awards ($73,120). For Ms. Chadwick, “All Other Compensation” for 2024 includes Company match in the 401(k) Plan ($11,622), group life insurance premiums, an employer contribution to the RDCP ($12,376) and the Company contribution to a Health Savings Account and dividend equivalents on equity awards ($32,290). For Mr. Chemnitz, “All Other Compensation” for 2024 includes Company match in the 401(k) Plan ($9,349), group life insurance premiums, an employer contribution to the RDCP ($11,392), the Company contribution to a Health Savings Account and dividend equivalents on equity awards ($17,401).

  43. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS

  44. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | All Other Option Awards: Number of Securities Under- lying Options (#) (3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Type of Grant | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maxi- mum (#) | | | | | | Jugal K. | MIP | | 40,013 | 1,067,000 | 2,134,000 | — | — | — | — | — | — | — | | Vijayvargiya | PRSUs (RTSR) | 3/1/2024 | — | — | — | 3,740 | 7,479 | 14,958 | — | — | — | 1,442,923 | | | PRSUs (ROIC) | 3/1/2024 | — | — | — | 3,740 | 7,479 | 14,958 | — | — | — | 1,014,003 | | | RSUs | 3/1/2024 | — | — | — | — | — | — | 7,479 | — | — | 1,014,003 | | | SARs | 3/1/2024 | — | — | — | — | — | — | — | 19,284 | 135.58 | 973,071 | | Shelly M. | MIP | | 13,440 | 358,400 | 716,800 | — | — | — | — | — | — | — | | Chadwick | PRSUs (RTSR) | 3/1/2024 | — | — | — | 815 | 1,629 | 3,258 | — | — | — | 314,283 | | | PRSUs (ROIC) | 3/1/2024 | — | — | — | 815 | 1,629 | 3,258 | — | — | — | 220,860 | | | RSUs | 3/1/2024 | — | — | — | — | — | — | 3,258 | — | — | 441,720 | | | SARs | 3/1/2024 | — | — | — | — | — | — | | 4,200 | 135.58 | 211,932 | | Gregory R. | MIP | | 10,214 | 272,384 | 544,768 | — | — | — | — | — | — | — | | Chemnitz | PRSUs (RTSR) | 3/1/2024 | — | — | — | 428 | 856 | 1,712 | — | — | — | 165,148 | | | PRSUs (ROIC) | 3/1/2024 | — | — | — | 428 | 856 | 1,712 | — | — | — | 116,056 | | | RSUs | 3/1/2024 | — | — | — | — | — | — | 1,712 | — | — | 232,113 | | | SARs | 3/1/2024 | — | — | — | — | — | — | — | 2,207 | 135.58 | 111,365 |

  45. 2024 GRANTS OF PLAN-BASED AWARDS

    (1)These columns show the RTSR and ROIC PRSUs that were granted in 2024. The first referenced award of PRSUs will be earned based on the degree of achievement of RTSR goals during the 2024-2026 performance period and the second referenced award of PRSUs will be earned based on the degree of achievement of ROIC goals during the 2024-2026 performance period. Any earned awards will be settled in common shares and will vest at the end of the 2024-2026 performance period provided these executives are continuously employed throughout the performance period, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. (2)This column shows the time-based RSUs that were granted in 2024. These RSUs will vest one-third on each of the first three anniversaries of the grant date, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. (3)This column shows the SARs that were granted in 2024. One-third of the SARs vest and become exercisable on each of the first three anniversary dates measured from March 1, 2024 provided these executives are continuously employed three years from the date of grant, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. (4)The amounts reported in this column reflect the aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 for SARs and RSUs, and the fair value is based on the probable outcome for PRSUs. See Note Q to the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for the assumptions used in calculating fair values.

  46. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  47. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercis- able (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) | | Jugal K. Vijayvargiya | 32,122 | — | 58.30 | 2/22/2026 | — | — | — | — | | | 28,071 | — | 50.95 | 2/19/2027 | — | — | — | — | | | 24,594 | — | 68.82 | 2/17/2028 | — | — | — | — | | | 14,030 | 7,015 | 80.85 | 3/1/2029 | — | — | — | — | | | 7,675 | 15,352 | 113.28 | 3/1/2030 | — | — | — | — | | | — | 19,284 | 135.58 | 3/1/2031 | — | — | — | — | | | — | — | — | — | 15,352 | 1,518,006 | | | | | — | — | — | — | | | 31,588 | 3,123,421 | | | 106,492 | 41,651 | | | | | | | | Shelly M. Chadwick | 5,785 | — | 68.82 | 2/17/2028 | — | — | — | — | | | 3,274 | 1,637 | 80.85 | 3/1/2029 | — | — | — | — | | | 1,637 | 3,275 | 113.28 | 3/1/2030 | — | — | — | — | | | — | 4,200 | 135.58 | 3/1/2031 | — | — | — | — | | | — | — | — | — | 8,488 | 839,293 | | | | | — | — | — | — | — | — | 6,804 | 672,780 | | | 10,696 | 9,112 | | | | | | | | Gregory R. Chemnitz | 1,459 | — | 68.82 | 2/17/2028 | — | — | — | — | | | 1,127 | 1,127 | 80.85 | 3/1/2029 | — | — | — | — | | | 1,013 | 2,027 | 113.28 | 3/1/2030 | — | — | — | — | | | — | 2,207 | 135.58 | 3/1/2031 | — | — | — | — | | | — | — | — | — | 4,553 | 450,201 | — | — | | | — | — | — | — | — | — | 3,902 | 385,830 | | | 3,599 | 5,361 | | | | | | |

  48. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1)These amounts represent (from top to bottom for each NEO) the SARs that were granted February 22, 2019 and February 19, 2020 for Mr. Vijayvargiya (generally one-third vest on each anniversary of the grant date) and February 17, 2021, March 1, 2022, March 1, 2023 and March 1, 2024 for Mr. Vijayvargiya, Ms. Chadwick and Mr. Chemnitz (generally one-third vest on each anniversary of the grant date). The SARs were granted seven years prior to their expiration date. (2)Time-based RSUs will vest one-third on each anniversary of the grant date for Mr. Vijayvargiya, Ms. Chadwick and Mr. Chemnitz and are subject to forfeiture if these executives are not employed on the respective vesting date for for each grant, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. All amounts in the table above include earned share dividend equivalents. Time-based RSUs were granted to Mr. Vijayvargiya, Ms. Chadwick and Mr. Chemnitz in 2022, 2023 and 2024 as follows:

  49. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Name | 3/01/22 Grant (#) | 3/01/23 Grant (#) | 3/01/24 Grant (#) | | Jugal K. Vijayvargiya | 6,863 | 8,219 | 7,479 | | Shelly M. Chadwick | 3,203 | 5,273 | 3,258 | | Gregory R. Chemnitz | 2,823 | 2,170 | 1,712 |

  50. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (3)The market value of shares shown above were based on the December 31, 2024 closing stock price of $98.88. (4)PRSUs were granted to Mr. Vijayvargiya, Ms. Chadwick and Mr. Chemnitz on March 1, 2023 and March 1, 2024. All amounts include earned share dividend equivalents. The RTSR PRSUs will be earned based on our RTSR performance over three years versus industry peers and the ROIC PRSUs will be earned based on our ROIC performance over three years. PRSU grants settle entirely in shares.

  51. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | 3/1/2023 PRSU Grant @ Target | | | 3/1/2024 PRSU Grant @ Target | | | Total PRSUs @ Target | | Name | RTSR | ROIC | Total | RTSR | ROIC | Total | | | Jugal K. Vijayvargiya | 8,219 | 8,219 | 16,438 | 7,479 | 7,479 | 14,958 | 31,396 | | Shelly M. Chadwick | 1,753 | 1,753 | 3,506 | 1,629 | 1,629 | 3,258 | 6,764 | | Gregory R. Chemnitz | 1,085 | 1,085 | 2,170 | 856 | 856 | 1,712 | 3,882 |

  52. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED

  53. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jugal K. Vijayvargiya | 24,791 | 1,750,245 | 34,856 | 4,603,626 | | Shelly M. Chadwick | — | — | 15,053 | 1,933,898 | | Gregory R. Chemnitz | — | — | 8,112 | 1,072,589 |

  54. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS

  55. 2024 PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Jugal K. Vijayvargiya | Materion Corporation Pension Plan | — | — | — | | | Materion Corporation Supplemental Retirement Benefit Plan | — | — | — | | Shelly M. Chadwick | Materion Corporation Pension Plan | — | — | — | | | Materion Corporation Supplemental Retirement Benefit Plan | — | — | — | | Gregory R. Chemnitz (1) | Materion Corporation Pension Plan | 12 | 391,327 | — | | | Materion Corporation Supplemental Retirement Benefit Plan | 12 | 587,172 | — |

  56. 2024 PENSION BENEFITS

    (1) -The years of service shown in the table for Mr. Chemnitz represent his service while eligible for participation in the applicable plans. The actual years of service for Mr. Chemnitz as of December 31, 2024 was 17. Assumptions: •Measurement Date: December 31, 2024 •Interest Rate for Present Value: 5.72% for Pension Plan and 5.72% for Supplemental Retirement Benefit Plan (SRBP) •Mortality (Pre-commencement): None •Mortality Pension Plan (Post-commencement): PRI-2012 Non-Disabled Annuitant Mortality Table for males projected generationally using Scale MP-2020 starting from 2012 (the base year of the PRI-2012 study) •Mortality SRBP (Post-commencement): The table prescribed by the IRS for minimum lump sum purposes for plan years beginning in 2025 (a version of RP-2014, with static projection to future years using scale MP-2021 improvement) •Withdrawal and disability rates: None •Retirement rates: None prior to age 65 •Normal Retirement Age: Age 65 •Accumulated benefit is calculated based on credited service at the end of 2019 (the date accruals under both plans were frozen) •All results shown are estimates only; actual benefits will be based on data, pay and service at time of retirement The Pension Plan (qualified pension plan) is a defined benefit plan under which Mr. Chemnitz accrued benefits through December 31, 2019. Beginning June 1, 2005, the qualified pension plan formula was changed to 1% of each year’s earnings. Mr. Chemnitz was hired on September 17, 2007. His retirement benefits will be equal to 1% of each year’s earnings. Effective as of the close of business on May 25, 2012, the qualified pension plan was closed to new entrants. Mr. Vijayvargiya and Ms. Chadwick do not participate in the qualified pension plan. Effective December 31, 2019, all accruals were frozen under the qualified pension plan. The “2024 Pension Benefits” table shows for Mr. Chemnitz the number of years of credited service, present value of accumulated benefit and payments during the last fiscal year under the qualified pension plan. We do not sponsor any other qualified defined benefit plan that provides benefits to Mr. Chemnitz. We also sponsor a non-qualified defined benefit plan that provides benefits to Mr. Chemnitz. See the section entitled “Supplemental Retirement Benefit Plan (SRBP)” for more information. Mr. Vijayvargiya and Ms. Chadwick do not participate in the SRBP. The “Present Value of Accumulated Benefit” is the lump-sum value as of December 31, 2024 of the annual pension benefit that was earned as of December 31, 2024 that would be payable under the qualified pension plan for Mr. Chemnitz for life beginning at his normal retirement age. The normal retirement age is defined as age 65 in the qualified pension plan. Certain assumptions were used to determine the lump-sum value and to determine the annual pension that is payable beginning at normal retirement age. Those assumptions are described immediately following the “2024 Pension Benefits” table. If the participant terminates employment before completing ten years of service, the annuity may not commence prior to age 65. If the participant terminates employment after completing ten years of service, the annuity may commence as early as age 55 and is reduced 6.67% per year between ages 60 and 65 and 3.33% per year between ages 55 and 60 based on the participant’s age at commencement, if the benefit commences prior to normal retirement age. An unreduced benefit is available commencing at age 62 for those participants who terminate after age 55 with at least 30 years of service. At year-end 2024, Mr. Chemnitz had attained normal retirement eligibility. Benefits provided under the qualified pension plan are based on compensation up to a compensation limit under the Code (which was $280,000 in 2019). In addition, benefits provided under the qualified pension plan may not exceed a benefit limit under the Code (which was $265,000 payable as a single life annuity beginning at normal retirement age in 2024). Compensation is generally equal to the total amount that is included in income (such as regular base salary, incentive compensation under any form of incentive compensation plan, sales commissions and performance-restricted shares of stock at the time these shares are included in the participant’s gross income for Federal income tax purposes), plus salary reduction amounts under sections 125 and 401(k) of the Code. The annual salary and bonus for 2024, for Mr. Chemnitz is indicated in the “2024 Summary Compensation Table.” A participant’s years of credited service are based on the years an employee participates in the qualified pension plan. The years of credited service for Mr. Chemnitz is based on his service while eligible for participation in the qualified pension plan. Mr. Chemnitz is eligible only to have his benefits payable in the form of an annuity with monthly benefit payments. The qualified pension plan was designed to provide tax-qualified pension benefits for some of our employees. Benefits under the qualified pension plan are funded by an irrevocable tax-exempt trust. Mr. Chemnitz’s benefits under the qualified pension plan are payable from the assets held by the tax-exempt trust.

  57. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    2024 NON-QUALIFIED DEFERRED COMPENSATION We maintain one non-qualified deferred compensation arrangement for executives, the Materion Corporation Restoration & Deferred Compensation Plan (RDCP). The primary purpose of this plan is to provide benefits in the event a participant’s compensation exceeds the amount of compensation that may be taken into account for deferring income and matching contributions under the 401(k) Plan and a Company contribution based on annual compensation over the Code limit and the participant's age. The RDCP provides executives an opportunity to make deferral elections generally not permitted under the 401(k) Plan. Code Section 401(a)(17) limits the amount of compensation that may be taken into account for deferrals under the 401(k) Plan. For 2024, that limit was $345,000. As of the effective date, selected executives may elect each year to defer all or any portion of the sum of his or her MIP payouts, payable in cash for that year, plus up to 50% of his or her base salary. Each executive’s compensation deferrals earn returns at a rate equal to the return on hypothetical investments selected by the executive from a list of mutual funds identified by the Compensation Committee. Investment selection is intended to be the same or similar to that offered under the 401(k) Plan, but this is not required. The executive’s investment selection is used only to determine earnings credits on the compensation deferrals under the RDCP. We are not obligated to invest any funds in the mutual funds selected by the executive. Earnings returns will change from year to year at the same rate as the returns on the benchmark selected by the executive. In addition, the RDCP provides retirement benefits of the 401(k) Plan that are limited under the Code for selected executives, including the NEOs, based on the total cash compensation and the participant's age. The RDCP is unfunded. Deferred compensation credits and related earnings credits for each executive are maintained in a book reserve account. We are under no obligation to set aside funds specifically designated to pay these deferred income amounts. However, we maintain a trust, as part of the general assets of the Company, intended to pay these deferred income amounts. In the event the Company becomes insolvent , the assets in the trust would be available to satisfy creditors of the Company, just as any other general assets of the Company, before the deferred income amounts would be paid. In other words, each executive participating in the RDCP is an unsecured general creditor of the Company with respect to the payment of his or her RDCP benefits. The table below shows 2024 activity in the NEOs' RDCP accounts. Activity includes deferrals to the RDCP of executive contributions, earnings credited to the RDCP and the aggregate balance of the NEOs' RDCP accounts, if applicable, as of December 31, 2024.

  58. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Plan | Executive Contributions in Last FY ($) (1) | Registrant Contributions in Last FY ($) (2) | Aggregate Earnings in Last FY ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (4) | | Jugal K. Vijayvargiya | RDCP | 517,575 | 43,580 | 175,275 | (172,488) | 1,400,277 | | Shelly M. Chadwick | RDCP | — | 12,376 | 1,473 | — | 32,339 | | Gregory R. Chemnitz | RDCP | 97,095 | 11,392 | 163,091 | — | 1,502,912 |

  59. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    (1)The amount in this column is also included in the "Salary" column of the "2024 Summary Compensation Table". (2)The amount in this column is also included in the "All Other Compensation" column of the "2024 Summary Compensation Table". (3)None of the amounts in this column were included in the ”2024 Summary Compensation Table”. (4)Of these amounts, $867,632 for Mr. Vijayvargiya, $17,646 for Ms. Chadwick and $735,467 for Mr. Chemnitz were reported in prior years' Summary Compensation Tables.

  60. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have entered into Severance Agreements with the NEOs to help ensure the continuity and stability of our senior management. The other incentive arrangements we maintain also provide for payments to be made to the NEOs upon certain terminations of employment. In general, this disclosure quantifies certain payments and benefits that would be provided to the NEOs upon certain terminations of employment and/or a change in control.

  61. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation calculated according to SEC requirements (which includes value related to awards and option awards as if they were vested at the end of the year presented) and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  62. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | Year | Summary Compensation Table Total For PEO1 ($) | Compensation Actually Paid to PEO2 ($) | Average Summary Compensation Table Total for non-PEO NEOs3 ($) | Average Compensation Actually Paid to non-PEO NEOs4 ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (GAAP) (000's)7 ($) | Adjusted EBIT (000's)8 ($) | | | | | | | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 5,858,482 | (3,614,986) | 1,544,303 | (398,231) | $170.49 | $156.61 | 5,888 | 130,996 | | 2023 | 5,971,864 | 11,078,631 | 1,728,063 | 2,932,628 | $222.19 | $156.65 | 95,702 | 139,154 | | 2022 | 4,502,542 | 5,329,286 | 1,420,716 | 1,542,675 | $149.60 | $130.56 | 85,990 | 136,919 | | 2021 | 4,453,834 | 7,853,142 | 1,476,795 | 2,220,581 | $156.22 | $142.13 | 72,474 | 99,457 | | 2020 | 2,572,972 | 3,921,040 | 899,344 | 352,807 | $107.95 | $121.06 | 15,462 | 45,852 |

  63. Pay Versus Performance

    1 The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Vijayvargiya for each corresponding year in the “Total” column of the applicable year's Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” 2 The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (or "CAP") to Mr. Vijayvargiya, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts include in part the compensation paid to Mr. Vijayvargiya based on certain financial performance of the Company achieved as well as value related to equity compensation that would have been paid if the stock and option awards vested at the end of the year presented.

  64. Pay Versus Performance

    | | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2024 | 5,858,482 | (4,444,000) | (5,029,468) | — | — | (3,614,986) | | 2023 | 5,971,864 | (4,323,579) | 9,430,346 | — | — | 11,078,631 | | 2022 | 4,502,542 | (2,409,248) | 3,235,992 | — | — | 5,329,286 | | 2021 | 4,453,834 | (2,247,632) | 5,646,940 | — | — | 7,853,142 | | 2020 | 2,572,972 | (1,656,754) | 3,004,822 | — | — | 3,921,040 |

  65. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable 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, dividend equivalents or other earnings paid on stock or option awards in the applicable 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 applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  66. Pay Versus Performance

    | | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | (1,939,558) | (2,627,445) | — | (462,465) | — | — | (5,029,468) | | 2023 | 5,109,574 | 1,841,929 | — | 2,478,843 | — | — | 9,430,346 | | 2022 | 2,725,884 | 245,856 | — | 264,252 | — | — | 3,235,992 | | 2021 | 3,244,507 | 896,712 | — | 1,505,721 | — | — | 5,646,940 | | 2020 | 2,243,910 | 858,882 | — | (97,970) | — | — | 3,004,822 |

  67. Pay Versus Performance

    3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Vijayvargiya) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in 2024 through 2021 are Greg Chemnitz and Shelly Chadwick. The NEOs included for purposes of calculating the average amounts in 2020 are Greg Chemnitz, Shelly Chadwick, Joseph Kelley and Stephen Shamrock. 4 The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Vijayvargiya), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts include in part the compensation paid to the NEOs based on certain financial performance of the Company achieved as well as- value related to equity compensation that would have been paid if the stock and option awards vested at the end of the year presented. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Vijayvargiya):

  68. Pay Versus Performance

    | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments(a) ($) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Adjustments ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,544,303 | (906,739) | (1,035,795) | — | — | (398,231) | | 2023 | 1,728,063 | (1,007,306) | 2,211,871 | — | — | 2,932,628 | | 2022 | 1,420,716 | (583,932) | 705,891 | — | — | 1,542,675 | | 2021 | 1,476,795 | (569,016) | 1,312,802 | — | — | 2,220,581 | | 2020 | 899,344 | (445,818) | (57,587) | (43,132) | — | 352,807 |

  69. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are included below. The methodology for calculating each applicable adjustment is consistent with the methodology described in note (2)(b) above.

  70. Pay Versus Performance

    | | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | (367,816) | (531,814) | — | (136,165) | — | — | (1,035,795) | | 2023 | 1,181,805 | 480,469 | — | 549,597 | — | — | 2,211,871 | | 2022 | 682,354 | 30,549 | — | (7,012) | — | — | 705,891 | | 2021 | 810,136 | 303,517 | — | 199,149 | — | — | 1,312,802 | | 2020 | 408,365 | 53,565 | — | (33,167) | (486,350) | — | (57,587) |

  71. Pay Versus Performance

    5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period assuming $100 initial investment on December 31, 2019. The measurement period for 2020 is January 1, 2020 through December 31, 2020. The measurement period for 2021 is January 1, 2020 through December 31, 2021. The measurement period for 2022 is January 1, 2020 through December 31, 2022. The measurement period for 2023 is January 1, 2020 through December 31, 2023. The measurement period for 2024 is January 1, 2020 through December 31, 2024. 6 Represents cumulative TSR for S&P 600 - Materials Index for each respective measurement period assuming $100 initial investment on December 31, 2019. The measurement period for 2020 is January 1, 2020 through December 31, 2020. The measurement period for 2021 is January 1, 2020 through December 31, 2021. The measurement period for 2022 is January 1, 2020 through December 31, 2022. The measurement period for 2023 is January 1, 2020 through December 31, 2023. The measurement period for 2024 is January 1, 2020 through December 31, 2024. 7 The dollar amounts reported represent the amount of GAAP net income reflected in the Company’s audited financial statements for the applicable year. 8 Adjusted EBIT is defined as earnings before interest, taxes, and other unusual charges. See the "2024 Company Performance Overview" section for further description as well as Appendix B for reconciliation of non-GAAP to GAAP financial measures. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBIT is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. 2024 Tabular List As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company's performance are as follows: •Adjusted EBIT •Relative TSR •Return on Invested Capital •Simplified Free Cash Flow •Value-Added Sales Description of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between certain information presented in the Pay Versus Performance table. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid, Adjusted Incentive Comp EBIT, and Net Income

  72. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For 2024, the ratio of the annual total compensation of Mr. Vijayvargiya, our Chief Executive Officer (CEO Compensation), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr. Vijayvargiya (Median Annual Compensation) was 69 to 1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. In this summary, we refer to the employee who received the Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2024 (the Determination Date). For purposes of this pay ratio disclosure, CEO Compensation was $5,858,482. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Vijayvargiya under “2024 Summary Compensation Table” for the 2024 fiscal year. For purposes of this pay ratio disclosure, we have used the same Median Employee that we identified in our 2022 proxy statement, because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. The Median Annual Compensation was $85,185, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2024 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee, we measured the compensation as of December 31, 2022 for 3,653 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries as of the Determination Date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. This number also does not exclude any non-U.S. employees (although such exclusion may have been permitted under applicable SEC rules). This compensation measurement was calculated by totaling, for each employee, taxable earnings for 2022. Specifically excluded from the calculation were relocation expenses and hiring bonuses. Further, we did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2022. In determining the Median Employee, we annualized the total compensation for such individuals (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program, including incentive compensation plans.