DEF 14A of Minerals Technologies Inc, Apr 4, 2024

DEF 14A of Minerals Technologies Inc

Filed Apr 4, 2024 · FY20230001140361-24-018018

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our Board is elected by our shareholders to oversee our business and affairs. The Board advises and counsels management regarding the long-term interests of the Company, our shareholders and other stakeholders regarding a broad range of subjects. The Board and its Committees also performs a number of specific functions, such as:

  2. Our Board of Directors

    | ✔ | Selecting, evaluating performance of, and compensating the Chief Executive Officer, overseeing Chief Executive Officer succession planning, and providing counsel and oversight on the selection, evaluation, development, and compensation of senior management; |

  3. Our Board of Directors

    | ✔ | Reviewing, approving and monitoring fundamental financial and business strategies, including our annual plan and longer-term strategic plans, significant capital expenditures and uses of the Company’s funds, and other major corporate actions; |

  4. Our Board of Directors

    | ✔ | Ensuring processes are in place for maintaining the integrity of the Company, the integrity of its financial statements, the integrity of its compliance with laws, rules, regulations, and ethics, the integrity of its relationships with customers and suppliers, and the integrity of its relationships with other stakeholders; |

  5. Our Board of Directors

    | ✔ | Assessing major risks facing the Company and reviewing options for their management and mitigation; |

  6. Our Board of Directors

    | ✔ | Regularly reviewing the Company’s safety culture and performance, environmental compliance, sustainability practices, diversity and inclusion activities, and social and governance policies; and |

  7. Our Board of Directors

    | ✔ | Regularly evaluating potential strategic alternatives relating to the Company and our business, including possible acquisitions, divestitures and business combinations. |

  8. The Audit Committee

    The Audit Committee The Audit Committee currently consists of Mr. Robinson (Chair), Mr. Carmola, Mr. Feder, Mr. Motwani and Ms. Pittman, none of whom is an employee of the Company. The Board has determined that each member of the Audit Committee is independent and financially literate in accordance with the rules of the New York Stock Exchange, as well as being independent under the rules of the SEC. The Board has also determined that Mr. Feder and Ms. Pittman are “audit committee financial experts” for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 and have “financial expertise” for purposes of the rules of the New York Stock Exchange. The Audit Committee met six times in 2023. The primary duties of the Audit Committee are:

  9. The Compensation Committee

    The Compensation Committee The Compensation Committee currently consists of Mr. Carmola (Chair), Mr. Breunig, Ms. Deans and Mr. Feder, none of whom is an employee of the Company. The Board has determined that each of the members of the Compensation Committee is independent in accordance with the rules of the New York Stock Exchange. The Compensation Committee met four times in 2023. The primary duties of the Compensation Committee are:

  10. The Compensation Committee

    | • | To participate in the development of our compensation and benefits policies; |

  11. The Compensation Committee

    | • | to establish, and from time to time vary, the salaries and other compensation of the Company’s Chief Executive Officer and other elected officers; |

  12. The Compensation Committee

    | • | to review and approve the Company’s incentive structure to avoid encouraging excessive risk-taking through financial incentives as well as the relationship between compensation and the Company’s risk management policies and practices; and |

  13. The Compensation Committee

    | • | to participate in top-level management succession planning. |

  14. The Compensation Committee

    | | 27 |

  15. The Compensation Committee

    The Compensation Committee also oversees our efforts at promoting gender equity within our Company. See “Compensation Discussion and Analysis” and “Report of the Compensation Committee” below for further discussion of the Compensation Committee’s activities in 2023. The Chair of the Compensation Committee may be reached at the following e-mail address: compensation.chair@mineralstech.com.

  16. ITEM 1—ELECTION OF DIRECTORS

    ITEM 1—ELECTION OF DIRECTORS The Board is divided into three classes. One class is elected each year for a three-year term. This year the Board has nominated Mr. John J. Carmola, Dr. Robert L. Clark Jr., and Mr. Marc E. Robinson, each of whom are currently directors of the Company, to serve for a three-year term expiring at the Annual Meeting to be held in 2027. We have no reason to believe that the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, your proxy may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors. Included in each Director and nominee’s biography below is a description of key qualifications and experience of such Director or nominee based on the qualifications described above. The Board believes that the combination of the various qualifications and experiences of the 2024 Director nominees would contribute to an effective and well-functioning Board.

  17. ITEM 1—ELECTION OF DIRECTORS

    | Item 1. Election of Directors | | Board Recommendation | | A vote FOR election of Mr. John J. Carmola, Dr. Robert L. Clark Jr., and Mr. Marc E. Robinson is unanimously recommended. |

  18. Director Nominees for Terms Expiring in 2027

    Director Nominees for Terms Expiring in 2027

  19. Director Nominees for Terms Expiring in 2027

    | JOHN J. CARMOLA | | | | Age: 68 Director Since: 2013 Committees: • Audit Committee • Compensation Committee (Chairperson) | Former Segment President at Goodrich Corporation, which was purchased by United Technologies. Previously, President, Aerospace Customers and Business Development of United Technologies in 2012. From 1996 to 2012, held several positions of increasing responsibility at Goodrich, including Segment President for Actuation and Landing Systems and Segment President of Engine Systems and Group President for Engine/Safety/Electronic Systems. From 1977 to 1996, held various engineering and general management positions at General Electric, including Manager of the M&I Engines Division’s Product Delivery Operation. | | | | Key Qualifications and Experience: | | | | • | Relevant President Experience—Former Segment President at Goodrich Corporation and former President, Aerospace Customers and Business Development of United Technologies. | | | • | Operational and Engineering Experience—Extensive experience in engineering, management, product delivery and operations. |

  20. Director Nominees for Terms Expiring in 2027

    | | 33 |

  21. Director Nominees for Terms Expiring in 2027

    | ROBERT L. CLARK | | | | Age: 60 Director Since: 2010 Committees: None | Lead Independent Director of the Company since March 2021. Former Provost and Senior Vice President for Research, University of Rochester from 2016 to 2021. Dr. Clark earned his doctorate in mechanical engineering from the Virginia Polytechnic Institute and State University and joined Duke University’s Department of Mechanical Engineering and Materials Science in 1992. He founded Duke’s Center for Biologically Inspired Materials and Material Systems, creating a multimillion-dollar program involving more than two dozen faculty members. He also held the Thomas Lord Professorship of Engineering and served as Dean of the Pratt School of Engineering before coming to Rochester to serve as Dean of the Hajim School in 2008. Dr. Clark was named Senior Vice President for Research, University of Rochester, in March 2013 and was appointed Provost and Senior Vice President for Research in July 2016. Dr. Clark is an expert in the science of acoustics, dynamic systems, applied control and bio-nanomanufacturing. His work in these areas has led to more than 140 journal publications and earned him numerous awards. He is a fellow of the American Society of Mechanical Engineers, the Acoustical Society of America, and the American Association for the Advancement of Science. He served as Chair of the Strategic Research Advisory Board of the Austrian Institute of Technology (2013-2017). | | | | Key Qualifications and Experience: | | | | • | Industry and Technology Experience—Extensive academic experience in the materials science field at the University of Rochester and Duke University. | | | • | Research and Development Expertise—Extensive research and development experience through various roles, including as Senior Vice President for Research, University of Rochester, Senior Associate Dean for Research, Pratt School of Engineering, Duke University and Vice President and Senior Research Scientist for Adaptive Technologies Incorporated. | | | • | Intellectual Property Management Experience—Founder of the intellectual property company SparkIP. | | | • | Process Manufacturing Expertise—Holds a Ph.D. in Mechanical Engineering from Virginia Polytechnic Institute and State University and research in this field. | | | • | Government Contracting Expertise—Headed numerous research programs funded by government agencies, including the National Aeronautics and Space Administration, the Department of Defense and the National Science Foundation. | | | • | Global Expertise—Extensive global experience managing large multi-functional businesses in emerging and developed markets in North America, Europe, Asia-Pacific, and Latin America. |

  22. Director Nominees for Terms Expiring in 2027

    | 34 | |

  23. Director Nominees for Terms Expiring in 2027

    | MARC E. ROBINSON | | | | Age: 63 Director Since: 2012 Committees: • Audit Committee (Chairperson) • Corporate Governance and Nominating Committee | Former Senior Vice President, Enterprise Strategy at CVS Health and Aetna from 2017-2020. Previously, Managing Director at PwC Strategy& from 2015 to 2017, Senior Executive Advisor at Booz & Company from 2011 to 2015, Company Group Chairman at Johnson & Johnson from 2007 to 2011, Global President Consumer Healthcare Division at Pfizer from 2003 to 2006, North American President Consumer Healthcare Division at Pfizer from 2000 to 2002, Regional President of Australia and New Zealand at the Warner-Lambert Company from 1999 to 2000, General Manager European Business Process Improvement at the Warner-Lambert Company from 1996 to 1998. Member of the Capsugel Scientific and Business Advisory Board from May 2012 to July 2017. | | | | Key Qualifications and Experience: | | | | • | High Level of Financial Literacy—Extensive experience in managing global and regional business units for Johnson & Johnson, Pfizer Inc. and Warner-Lambert Company. | | | • | Industry and Technology Experience—Extensive strategic and operational experience in the consumer health care industry, with special focus in marketing, sales, research and development, finance, and human resources at Johnson & Johnson, Pfizer Inc. and Warner-Lambert Company. | | | • | Operational Experience—Extensive experience in innovation, human capital development, mergers and acquisitions, licensing, and global marketing. | | | • | Global Expertise—Extensive global experience managing large multi-functional businesses in emerging and developed markets in North America, Europe, Asia-Pacific, and Latin America. |

  24. Directors Whose Terms Expire in 2025

    Directors Whose Terms Expire in 2025

  25. Directors Whose Terms Expire in 2025

    | DOUGLAS T. DIETRICH | | | | Age: 55 Director Since: 2016 Committees: None | Chief Executive Officer of Minerals Technologies Inc. since December 2016 and Chairman of the Board since March 2021. Served as Senior Vice President-Finance and Chief Financial Officer for Minerals Technologies Inc. since January 1, 2011 after serving three years as Vice President, Corporate Development and Treasury. Prior to joining Minerals Technologies Inc., Mr. Dietrich held positions of increasing leadership at Alcoa Inc., including Vice President, Alcoa Wheel Products—Automotive Wheels and President, Alcoa Latin America Extrusions. | | | | Key Qualifications and Experience: | | | | • | Relevant Chief Executive Officer/President Experience—Chief Executive Officer of the Company effective 2016. | | | • | Operational and Engineering Experience—Extensive experience in engineering, management, product delivery and operations. | | | • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with the Company, including as Chief Financial Officer from 2011 to 2016, and with Alcoa Inc. | | | • | Industry and Technology Experience—Extensive experience in the industrial goods, mining and metals manufacturing field. | | | • | Extensive International Experience—Experience from leadership positions with several international divisions of Alcoa Inc. |

  26. Directors Whose Terms Expire in 2025

    | | 35 |

  27. Directors Whose Terms Expire in 2025

    | ROCKY MOTWANI | | | | Age: 50 Director Since: 2022 Committees: • Audit Committee • Corporate Governance and Nominating Committee | Chief Executive Officer of Cyphlens (formerly Mission3), a cybersecurity company, since January 2022. Prior to Cyphlens, Mr. Motwani was Co-Founder, CFO, and a board member of Jiko Group, a technology-based bank holding company, from July 2015 to December 2021. He was also a board member of Mid-Central National Bank from 2020 to 2021. Prior to that, he held positions of increasing responsibility at J.P. Morgan from 2005 to 2014, including Managing Director in the company’s Transaction Services franchise. He also co-led the technology modernization and automation of J.P. Morgan’s global corporate FX payments business, as well as managed its escrow payments business. Mr. Motwani began his career at Jones Lang Lasalle, a firm that specializes in real estate and investment management, and later moved to McKinsey & Company, serving the technology sector in Silicon Valley. | | | | Key Qualifications and Experience: | | | | • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with JP Morgan and Jiko Group. | | | • | Technology Experience—Extensive experience with technology-based companies, as Chief Executive Officer of Cyphlens, a cybersecurity company, as co-founder Jiko Group, which invests in and runs technology companies, as well as with JP Morgan, where he led the technology modernization and automation of J.P. Morgan’s global corporate FX payments business. | | | • | Cyber Experience— Chief Executive Officer of Cyphlens, a cybersecurity company. Also a Board certified cyber security expert. | | | • | Financial Industry Experience—Extensive experience in the financial industry with Jiko Group and JP Morgan. |

  28. Directors Whose Terms Expire in 2025

    | CAROLYN K. PITTMAN | | | | Age: 60 Director Since: 2017 Committees: • Audit Committee • Corporate Governance and Nominating Committee | Former Senior Vice President and Chief Accounting Officer of Maxar Technologies from July 2019 to September 2023. Prior to Maxar, Ms. Pittman was Vice President-Finance and Controller, for Huntington Ingalls Newport News Shipbuilding from 2011 to 2018. Joined Huntington Ingalls Newport News Shipbuilding in 2011, a spin-off sector of the Northrop Grumman Corporation. At Northrop Grumman, Ms. Pittman was vice president and chief financial officer, Enterprise Shared Services and Information Technology, from 2008 to 2011. She joined Northrop Grumman as a manager in 1995 and attained positions of increasing responsibility, including vice president–sector controller, vice president–internal audit, and chief audit executive. Ms. Pittman began her career with Ernst & Young LLP, where she held positions within audit and assurance services from 1985 to 1995. | | | | Key Qualifications and Experience: | | | | • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with Maxar Technologies, Huntington Ingalls Newport News Shipbuilding and Northrop Grumman. | | | • | Operational Experience—Extensive experience in enterprise shared services, information technology, and audit roles with Northrop Grumman. | | | • | Risk Management Experience—Extensive experience with Enterprise Risk Management evaluation, Sarbanes-Oxley Risk and Control Matrices, and business continuity planning. | | | • | Industry and Technology Experience—Extensive experience with project management of large ERP conversions, governance, risk and control systems, and IT controls. Certified Information Systems auditor. |

  29. Directors Whose Terms Expire in 2025

    | 36 | |

  30. Directors Whose Terms Expire in 2026

    Directors Whose Terms Expire in 2026

  31. Directors Whose Terms Expire in 2026

    | JOSEPH C. BREUNIG | | | | Age: 62 Director Since: 2014 Committees: • Corporate Governance and Nominating Committee (Chairperson) • Compensation Committee | Currently serves as the Chief Operating Officer of OrthoLite, LLC since 2019. Former Executive Vice President, Chemicals at Axiall Corporation from 2010 to 2016. Executive Vice President and Chief Operating Officer, BASF Corporation and President, Market and Business Development, North America, BASF SE, from 2005 to 2010. Increasing positions of responsibility since joining BASF Corporation in 1986 as a process engineer, including Global Marketing director, Fiber Products Division, from 1998 to 2000; director, Global Technology, Functional Polymers from 2000 to 2001; and Group Vice President, Functional Polymers from 2001 to 2005. | | | | Key Qualifications and Experience: | | | | • | Industry and Technology Experience—Former Vice President, Chemicals at Axiall Corporation and Former Executive Vice President and Chief Operating Officer at BASF Corporation, the world’s leading chemical company. | | | • | Operational Experience—Extensive experience in engineering, management, marketing and operations. |

  32. Directors Whose Terms Expire in 2026

    | ALISON A. DEANS | | | | Age: 62 Director Since: 2019 Committees: • Corporate Governance and Nominating Committee • Compensation Committee | Currently an independent consultant focusing on the investment advisory and diversified financial services industry. Ms. Deans was Chief Investment Officer at CRT, a diversified financial services business, from 2014 to 2015. Previously, Ms. Deans worked at Lehman Brothers/Neuberger Berman from 2004 to July 2009. Her last positions there were Head of Equities and Private Asset Management. She also served as Chief Investment Officer overseeing the policy, risk and performance measurement groups for both fixed income and equities as well as the Equity Research Department. Prior to Lehman Brothers, she was Chief Financial Officer of Commercial Banking for BankOne from 2000 to 2003. Prior to BankOne, Ms. Deans spent nine years at Travelers/Citigroup, where, from 1999 to 2000, she was Director of Development at Citigroup. | | | | Key Qualifications and Experience: | | | | • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with CRT, Lehman Brothers/Neuberger Berman, BankOne, and Travelers/Citigroup. | | | • | Market Experience—Extensive experience in financial markets as Chief Investment Officer at CRT and Lehman Brothers/Neuberger Berman. |

  33. Directors Whose Terms Expire in 2026

    | | 37 |

  34. Directors Whose Terms Expire in 2026

    | FRANKLIN L. FEDER | | | | Age: 73 Director Since: 2017 Committees: • Compensation Committee • Audit Committee | Former Regional Chief Executive Officer for Latin America and Caribbean, Alcoa Inc., from 2004 to 2014. Prior to that, Mr. Feder was Vice President and Director—Corporate Development, Alcoa from 1999 to 2004 and Chief Financial Officer, Alcoa Latin America and Director—Planning from 1990 to 1999. Prior to joining Alcoa, Mr. Feder was Partner with the then Booz, Allen & Hamilton management consulting organization. He serves on the board of directors of PACCAR, Inc. since 2018. He also serves on the boards of directors of several Brazilian companies, including Companhia Brasileira de Aluminio, AES Tietê S.A. and Prumo Logistica S.A. He also serves on the boards of directors of corporate social responsibility and environmental organizations in Brazil. | | | | Key Qualifications and Experience: | | | | • | Extensive International Experience—Experience from leadership positions with Alcoa Inc., including as Regional Chief Executive Officer for Latin America & the Caribbean. | | | • | High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with Alcoa Inc. | | | • | Board Experience—Service on the Company’s Board, as well as on the boards of PACCAR, Inc., a U.S. public company, and several public and private companies in Brazil and Argentina. | | | • | Industry and Technology Experience—Extensive experience in the manufacturing field with Alcoa Inc. |

  35. Directors Whose Terms Expire in 2026

    | KRISTINA M. JOHNSON | | | | Age: 66 Term commences: May 13, 2024 Committees: Not yet assigned | | | | | Former President of The Ohio State University from September 2020 to May 2023. Prior to that, Dr. Johnson was chancellor of the State University of New York from September 2017 to August 2020; co-founder and CEO of hydropower companies, Enduring Hydro, LLC and Cube Hydro Partners, LLC from 2011 to 2017; Undersecretary of Energy at the U.S. Department of Energy from May 2009 to October 2010; senior vice president and provost at The Johns Hopkins University from 2007 to 2009; and dean of engineering at Duke University from 1999 to 2007. Dr. Johnson was on the faculty of the University of Colorado at Boulder from 1985-1999 as a professor of electrical and computer engineering. Dr. Johnson earned a Bachelor of Science, Master of Science, and Ph.D. in electrical engineering from Stanford University. Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015 and she is also a member of the National Academy of Engineering and the National Academy of Inventors. In 2008, she was awarded the John Fritz Medal, widely considered the highest award given in the engineering profession. Dr. Johnson currently serves as director of Cisco Systems, Inc. since 2012 and director of DuPont de Nemours, Inc since 2022. She previously served as a director of The AES Corporation until 2019 and was a director of the Company from 2000 to 2009. | | | | Key Qualifications and Experience: | | | | • | Relevant Leadership Experience—President, chancellor, provost and dean of nationally recognized academic institutions. Also was co-founder and CEO of private hydropower companies. | | | • | Technology and Engineering Expertise—Dr. Johnson has an engineering background with expertise in science and technology. | | | • | Governmental Experience—Experience as Undersecretary of Energy at the U.S. Department of Energy and leading state universities. | | | • | Board Experience—Currently serves on the boards of directors of Cisco Systems, Inc. and DuPont de Nemours, Inc., and previously was on the Company’s Board as well as the boards of directors of other public companies. |

  36. Directors Whose Terms Expire in 2026

    | 38 | |

  37. Executive Compensation Practices

    | What We Don’t Do | | ✗ We Do Not Pay Dividend Equivalents on Stock Options and Unvested DRSUs | | ✗ No Repricing Underwater Stock Options or Backdating Stock Options | | ✗ No Inclusion of the Value of Equity Awards in Pension or Severance Calculations | | ✗ No Excise Tax Gross-Up Payments Upon Change In Control | | ✗ No Hedging Transactions, Pledges of Stock Or Short Sales By Executives Permitted |

  38. Consideration of Results of 2023 Shareholder Advisory Vote

    Consideration of Results of 2023 Shareholder Advisory Vote As discussed above under “Shareholder Engagement”, we engage in an extensive, ongoing shareholder engagement effort discussing corporate governance, compensation and other matters. At our 2023 Annual Meeting, our shareholders approved the 2022 compensation of our named executive officers with 81% of the shares voting on the matter at the meeting voting in favor. We believe that the significant margin of approval of our 2023 “Say-on-Pay” proposal resulted in large measure from our shareholder engagement effort. See “Shareholder Engagement” on pages 7-8 for more information. As a result of the vast majority of shares favoring our “Say-on-Pay” proposal at our 2023 Annual Meeting, and the feedback we received during our 2023 – 2024 shareholder outreach program, we have modified the mix of long-term compensation awards to be 50% performance based. Beginning with awards granted in 2024, we increased the weighting of performance-based awards to 50% of total long-term incentive compensation, with a corresponding reduction in stock options to 10% weighting to be more closely tied to our operating plan and industry trends. Other than that key change, we have substantially maintained our executive compensation policies. The Compensation Committee will continue to consider the views of our shareholders in connection with our executive compensation program and make improvements based upon evolving best practices, market compensation information and changing regulatory requirements.

  39. What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers

    What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers We have structured the major portion of executive compensation as “total direct remuneration,” consisting of base salary, annual incentive awards and long-term incentive awards. Long-term incentive awards consist of stock options, Deferred Restricted Stock Units (“DRSUs”), and Performance Units awarded under our long-term incentive plan. Additional elements supplement the total direct remuneration. As illustrated below, in 2023 the majority of total direct compensation to our named executive officers was variable and at-risk. The table below summarizes the compensatory elements of our program and briefly explains their purpose. Following the table, we provide a detailed description of each element, why we pay it, and what decisions were made for individual payments and awards in 2023.

  40. What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers

    | Element of Compensation Program | Description | How This Element Promotes Company Objectives/Positioning vs. Market | | —DRSUs – 40% of total long-term compensation | Full value grant of stock units typically with ratable vesting over three years. | Intended to increase long-term equity ownership and to focus executives on providing shareholders with superior investment returns; vesting terms and holding requirements promote retention and a strong linkage to the long-term interests of shareholders. | | —Stock Options – 10% of total long-term compensation (decreased from 20% commencing 2024) | Stock options granted at fair market value on date of grant typically with ratable vesting over three years. | More highly leveraged risk and reward alignment with shareholder value; vesting terms and holding requirements promote retention and a strong linkage to the long-term interests of shareholders. | | Other Compensation Elements: | | | | —Retirement Income | Qualified and non-qualified defined benefit and qualified defined contribution plans intended to provide for replacement of annual compensation with pension or lump-sum payments upon retirement. | Fair and competitive program designed to provide basic retirement benefits and encourage long-term service. | | —Deferred Compensation | Nonfunded deferred compensation plan that mirrors the Company’s qualified defined contribution plan and allows for an annual election of deferrals of salary and bonus. | Modest program that allows executives to have same level of benefits as other participants not subject to IRS limits. | | —Severance Payments | Payments and benefits upon termination of an executive’s employment in specified circumstances, including after a change in control. | Intended to provide assurance of financial security to attract lateral hires and to retain executives, especially in disruptive circumstances, such as a change in control and leadership transitions; encourages management to consider transactions that could benefit shareholders. | | —Benefits | Health and welfare benefits. | Fair and competitive programs to provide family protection, facilitate recruitment and retention. | | —Perquisites | Modest personal benefits limited to financial counseling. | Highly desired benefits which can represent cost-effective elements of compensation. We do not provide tax gross-ups for perquisites. |

  41. Annual Incentives

    Annual Incentives We pay annual incentives through our Annual Incentive Plan. The 2023 Annual Incentive Plan is designed to reward participants for the achievement of pre-established Company-wide financial goals and individual contributions thereto, as well as to reward the achievement of individual performance goals, by providing cash awards that are paid if such goals are met. The amount of incentive compensation actually earned by participants in the Annual Incentive Plan is determined by multiplying the target amount by a performance factor. The target amount is a percentage of base salary. Such target percentages for 2023 were consistent with 2022 target percentages for each of the named executive officers. The performance factor represents percentage achievement of weighted composite of corporate financial targets, personal performance objectives and, for those executives who are Segment Leaders, segment financial targets. The overall performance factor for each element (corporate financial targets, segment financial targets, and personal performance objectives) may individually range from a minimum of 25% to a maximum of 200%, for an overall maximum performance factor of 200%. Payout is equal to target incentive compensation if the performance factor for each element is achieved at 100%. In January 2024, the Committee reviewed the results of the 2023 Annual Incentive Plan. Payments were determined based on the achievement of the performance factors described below. Individual performance ratings were submitted by the Chief Executive Officer for discussion and approval by the Committee. The performance factors actually achieved for 2023 and the resulting payments to the named executive officers under the 2023 Annual Incentive Plan were as follows:

  42. Annual Incentives

    | Name | 2023 Base Salary | Target Percentage of Base Salary | Target Annual Incentive Compensation | Performance Factor Achieved | 2023 Incentive Compensation Earned | | D.T. Dietrich | $1,050,000 | 125% | $1,312,500 | 120.7% | $1,583,842 | | E.C. Aldag | $450,000 | 75% | $337,500 | 120.3% | $406,113 | | D.J. Monagle, III | $645,866 | 75% | $484,400 | 120.1% | $581,638 | | J.J. Hastings | $617,268 | 75% | $462,951 | 126.9% | $587,300 | | B. Argirakis | $601,855 | 75% | $451,391 | 116.0% | $523,689 |

  43. Annual Incentives

    | 52 | |

  44. Calculating the Performance Factor

    Calculating the Performance Factor We maintain a strong link between performance and pay within our executive compensation program through emphasis on incentives and utilization of performance measures that we believe are key drivers of shareholder value creation. For 2023, the Annual Incentive Plan continued to use two financial measures that we determined are important business metrics that lead to creation of shareholder value, and therefore deserve significant focus. One of these measures, Operating Income (“OI”), was consistent with prior years. For the other metric, we determined to use Return on Net Assets (“RONA”), instead of the return measure used for the Annual Incentive Plan in prior years, Return on Capital (“ROC”). There were two principal reasons for making this change to use RONA rather than ROC. First, it better focuses on financial measures that the businesses can control, such as working capital and fixed assets. Second, through our shareholder engagement efforts, some shareholders had noted that both our short-term incentive compensation plan and our long-term incentive compensation have been based, in part, on an ROC metric. Although the metrics for short-term and long-term compensation were evaluated over different time periods, the change to use RONA rather than ROC in the Annual Incentive Plan ensures that the two plans use different metrics. Performance of the Company as a whole with respect to OI and RONA was a significant factor in each executive’s bonus opportunity. For executives who were Segment Leaders in 2023, namely Mr. Monagle and Mr. Argirakis, performance with respect to these financial targets within the executive’s segment was also a significant factor in such executive’s bonus opportunity. The remainder of each executive’s bonus opportunity was based on personal performance objectives. The table below summarizes the weightings for each element of the performance factor (corporate financial targets, Segment financial targets, and personal performance objectives) for each of our named executive officers, along with their achievement in 2023.

  45. Company Level Financial Targets and Performance

    | • | the Company performance target range for minimum (threshold) and maximum performance, representing the aggregate of the segment threshold and maximum performance, respectively; and |

  46. Company Level Financial Targets and Performance

    | • | the weighted average payout associated with that segment’s 2023 performance (multiplying the weight assigned to each segment by its 2023 Performance Factor). |

  47. Company Level Financial Targets and Performance

    | | Weight | 2023 Performance Factor | Weighted Average Payout | | Consumer and Specialties Segment | 51.6% | 125.8% | 64.9% | | Engineered Solutions Segment | 45.4% | 118.4% | 53.8% | | Unallocated Corporate Expense | 3.0% | 120.0% | 3.6% | | Overall Company Total | | | 122.3% |

  48. Segment Level Financial Targets

    Segment Level Financial Targets As discussed above, segment level financial targets for OI and RONA contributed to the aggregate composite Corporate financial targets. In addition, for the executives who are Segment Leaders, segment OI and RONA were factors in determining the bonus opportunity under the 2023 Annual Incentive Plan. As noted above, segment targets in turn represent an aggregation of sub-segment business unit level targets. The Committee selected performance target ranges for each segment’s OI and RONA based upon recommendations of the Chief Executive Officer and after reviewing the Company’s 2023 operating plan. The Committee also took into account the risks associated within each segment, as well as the economic conditions of the markets each segment serves. As described above, the Committee strived to design performance target ranges for OI and RONA that were challenging but attainable by the executive officers. As with Company level financial targets, a performance factor was determined for each segment level measure based on the actual 2023 performance. The segment performance factors represent a weighted average percentage achievement of sub-segment business unit level targets. Accordingly, the performance factor for a measure does not represent a straight-line relationship between the segment level target performance ranges and the actual performance for such segment. We do not publicly report the financial results at the sub-segment level.

  49. Personal Performance Objectives

    Approximately half of the personal performance objectives were based on quantifiable financial targets. Accordingly, together with the OI and RONA financial metrics, objective financial components represented approximately 85% of the 2023 Annual Incentive Plan’s target metrics. For each category of the personal performance objectives, there was a range of potential payouts with the ultimate payout amount based upon the detailed evaluation by the Committee as to the achievement of the objectives. The Committee structured the 2023 Annual Incentive Plan in this manner so that the executives would know what their reward, if any, would be for achieving the objectives, while using the personal performance objectives to provide the Committee with the opportunity to assess the value of contributions or achievements within the context of the degree of difficulty and probability of achieving the objectives. The following are the specific personal performance objectives under the Annual Incentive Plan for each of our named executive officers, as well as their achievement of such objectives in 2023:

  50. Personal Performance Objectives

    | • | Mr. Monagle: Mr. Dietrich and the Compensation Committee reviewed Mr. Monagle’s 2023 personal performance goals and objectives and assessed his performance versus the objectives in areas such as revenue growth, working capital efficiency, productivity, operating margin percent, and his personal objectives. Mr. Monagle was measured on revenue growth in the Consumer & Specialties segment, where sales increased by 3.2%, and his target was an increase of 6.8%, resulting in a payout of 54.7% for this component of the award. Mr. Monagle’s target for operating margin was an |

  51. Personal Performance Objectives

    | • | Mr. Hastings: Mr. Dietrich and the Compensation Committee reviewed Mr. Hastings’s 2023 personal performance goals and objectives and assessed his performance. Mr. Hastings was evaluated based on achievement of Corporate Development function objectives and personal objectives. Personal Objectives for Mr. Hastings included leadership of the Technology Lead Team, succession planning and the assessment and execution of acquisition and divestiture opportunities. Overall, Mr. Hastings’s performance against his personal objectives was 137.5% of target. |

  52. Personal Performance Objectives

    | • | Mr. Argirakis: Mr. Dietrich and the Compensation Committee reviewed Mr. Argirakis’s 2023 personal performance goals and objectives and assessed his performance versus the objectives in areas such as revenue growth, working capital efficiency, productivity, operating margin percent, and his personal objectives. Mr. Argirakis was measured on revenue growth in the Engineered Solutions segment, where sales increased by 0.9%, and his target was an increase of 4.0%, resulting in a payout of 56.4% for this component of the award. Mr. Argirakis’s target for operating margin was to maintain 2022 performance of 14.7% of sales, and actual operating margin increased to 15.0% of sales in the Engineered Solutions segment, resulting in a payout of 150.0% for this component of the award. Mr. Argirakis’s working capital efficiency target was to achieve Operating Plan performance, and actual working capital efficiency was unfavorable to plan, resulting in a payout of 29.3% for this component of the award. Mr. Argirakis’s target for productivity was a 10% improvement and actual productivity in the segment was unfavorable, resulting in a 0% payout for this component of the award. Personal objectives for Mr. Argirakis included succession planning, progress against ESG targets, training and development, operational excellence in the Engineered Solutions segment, leading the global strategic supply chain function, and safety. Collectively, Mr. Argirakis’s performance against his personal objectives was 107.9% of target. |

  53. Long-Term Incentives

    Long-Term Incentives Long-term incentives consist of stock options, DRSUs and Performance Units awarded under our long-term incentive compensation plan. Our compensation program uses equity-based awards (stock options and DRSUs), the ultimate value of which is contingent on our longer-term performance, to provide the named executive officers with a direct incentive to seek increased shareholder returns. Furthermore, as described below, we have established stock retention requirements for our executive officers that require the executives to retain a portion of the common stock of the Company that they receive pursuant to equity awards. We believe this further aligns the interests and actions of the Company’s executive officers with the interests of the Company’s shareholders. Performance Units, which pay cash based on the Company’s performance over a three-year performance period, provide a cash incentive that is based on a longer-term performance evaluation than the 2023 Annual Incentive Plan. Equity award opportunities and Performance Units awarded through our long-term incentive compensation plan provide the named executive officers with a direct incentive to seek increased shareholder returns and serve to further align the interests and actions of the Company’s executive officers with the interests of the Company’s shareholders. Compensation levels for each element are determined by the Committee independently and are not set based on the levels of other elements of compensation, except that the aggregate value of long-term incentive opportunities at target are generally set so that the sum of base salary, annual incentive at target and long-term incentives at target fall within the desired range of total direct remuneration. The Compensation Committee also takes into account other factors such as the responsibilities, performance, contributions and service of the executive, including compensation in relation to other employees and the executive’s length of service in the particular position. To determine the amounts of each type of long-term incentive provided to each executive officer, the Committee generally first determines the total long-term incentive award to be granted to an executive officer. Total long-term incentive value is determined as a multiple of an executive’s base salary, based on market data supplied by the Committee’s independent compensation consultant. The applicable percentage of total long-term incentive awards ranged from 215% to 525% of base

  54. Long-Term Incentives

    | | 57 |

  55. Long-Term Incentives

    salary for the named executive officers. The Committee then establishes the split among the three long-term incentive vehicles. The Committee decided in 2023 that the total long-term incentive value would be split as follows: 20% in the form of stock options, 40% in DRSUs and 40% in Performance Units. This split was consistent with prior years and reflected a desire to base awards on performance and the general marketplace trend of decreasing the emphasis on stock options. Of the equity components, stock options are valued using the Black-Scholes option valuation method and DRSUs are valued using the average of the high and the low of the stock price on the date of the grant. Performance Units are cash vehicles linked to financial goals set by the Committee. They are valued at $100 per unit assuming target-level performance, with higher and lower per-unit values for above- and below-target performance. These values are then translated into specific amounts for each individual executive officer. All of our long-term compensation awards are strongly linked to performance. The Performance Units awarded through our long-term incentive compensation plan are linked to measurements of return on capital and stock performance.

  56. Long-Term Incentives

    | Performance Unit Payout History | | | | Grant Date | Three Year Performance Period | Actual Payout as a Percentage of Payout at Target Performance | | 2021 | 2021 – 2023 | 84% | | 2020 | 2020 – 2022 | 79% | | 2019 | 2019 – 2021 | 79% | | 2018 | 2018 – 2020 | 58% | | 2017 | 2017 – 2019 | 46% | | 2016 | 2016 – 2018 | 94% | | 2015 | 2015 – 2017 | 81% |

  57. Long-Term Incentives

    Equity awards have a three-year vesting period. We strongly believe that our equity-based awards are performance-based, as vesting only occurs if the executive continues to be employed by the Company on the vesting date. We have a high-performance culture. This means that we expect our executives to perform at high levels. Our history is that executives that do not meet such performance standards leave our Company. These officers have forfeited all of their unvested equity awards. Stock Options. In 2023, the Committee awarded the named executive officers stock options with an exercise price that represents the fair market value of the underlying stock on the date of grant, measured as the average of the high and the low stock price on the grant date. These options generally have a ten-year term and vest in equal installments on each of the first three anniversaries from the date of grant. To encourage the ownership of Company stock among officers, upon exercise, at least 50% of after-tax value of appreciation must be held in Company stock for at least five years. DRSUs. DRSUs generally vest in equal installments on each of the first three anniversaries from the date of grant. As with stock options, to encourage the ownership of Company stock among officers, at least 50% of the shares received upon vesting of the DRSUs (after tax) must be held by the executives for five years. Performance Units. Performance Units awarded under our long-term incentive compensation plan pay cash based on the Company’s performance over a three-year performance period. Performance Units granted in 2023 vest at the end of a three-year performance period (2023 – 2025), provided the grantee remains employed by the Company at such time. The value of each Performance Unit is dependent on the following three components:

  58. Long-Term Incentives

    | • | The Company’s ROC performance over the three-year performance period as compared to target ROC, which is set to exceed the Company’s weighted average cost of capital. |

  59. Long-Term Incentives

    | • | The Company’s stock performance as compared to our Peer Company Index, based on total shareholder return for the period from January 1, 2023 to December 31, 2025. |

  60. Long-Term Incentives

    | • | The Company’s stock performance as compared to the S&P SmallCap 600 Index and the Russell 2000 Index, based on total shareholder return for the period from January 1, 2023 to December 31, 2025. For this purpose, the total shareholder return of the S&P SmallCap 600 Index and the Russell 2000 Index are weighted equally. The use of the S&P SmallCap 600 Index represented a change from prior years, and resulted from the inclusion of the Company in that index. |

  61. Long-Term Incentives

    The following sets out, for each of the three components, the minimum (threshold) performance below which such component will not have any payout, the target performance at which the component pays out at $100, and the maximum performance at which the component pays out at $300.

  62. Long-Term Incentives

    | 58 | |

  63. Long-Term Incentives

    | | Threshold | Target | Maximum | | Return on Capital | 7.0% | 9.1% | 10.8% | | Company Stock Performance as a Percentage of S&P SmallCap 600 Index and Russell 2000 Index | 75% | 100% | 130% | | Company Stock Performance as a Percentage of Peer Company Index | 75% | 110% | 130% |

  64. Long-Term Incentives

    Equal weighting is given to each of the three components. Thus, each of the three types of performance components contributes one-third of the final value of the Performance Unit. For each component, we calculate a payout level at the end of the performance period. The following tables set forth the payout levels for stated performance for each of the three components. Performance between the stated percentages is interpolated.

  65. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

  66. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    | Company TSR Performance as a % of Target | Component Achievement | | <75% (minimum) | $0 | | 75% | $40 | | 100% | $90 | | 110% (target) | $100 | | 120% | $200 | | 130+% (maximum) | $300 |

  67. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    After each of the component payout amounts are determined, the three component payout amounts are averaged together to determine an overall Performance Units payout amount. For example, if for a Performance Unit, one component performance metric is achieved at the target level (yielding $100 for such component), one is achieved at the threshold level (yielding $75 for such component), and one is achieved at the maximum level (yielding $300 for such component), the performances together will result in a final payout value for the Performance Unit of $158.33 (the average of $100, $75, and $300). Performance Units have an overall target value of $100 if each of the three components are achieved at target performance. The Performance Unit value is paid out in cash at the end of the performance period.

  68. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    | | 59 |

  69. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    2021 Performance Unit Payouts. In January 2024, the Committee reviewed the results of Performance Units granted in 2021, which had a performance period that ended December 31, 2023. The Company’s performance during the performance period, and the resulting payout on these Performance Units, was as follows:

  70. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    | Performance Measure | Target Component Achievement | 2021 - 2023 Performance | Actual Component Achievement | | 2021 – 2023 Return on Capital, as compared to target of 9.0% | $33.33 | 8.3% | $29.45 | | 2021 – 2023 Company TSR Performance as compared to Russell 2000 Index | $16.67 | 104% | $20.00 | | 2021 – 2023 Company TSR Performance as compared to S&P MidCap 400 Index | $16.67 | 87% | $14.50 | | 2021 – 2023 Company TSR Performance as compared to Peer Company Index | $33.33 | 85% | $20.00 | | Total | $100.00 | | $83.95 |

  71. Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

    Payments to the named executive officers on the Performance Units granted in 2021 were as follows: Mr. Dietrich, $1,611,840; Mr. Aldag, $41,975; Mr. Monagle, $526,283; Mr. Hastings, $446,110; and Mr. Argirakis, $326,817.

  72. Relationship Between Company Performance and Chief Executive Officer Compensation for 2023

    | | Performance Measure | 2023 Compensation Result | | | | | | | Achievement | Weight | | Payout | | 2023 Annual Incentive Compensation | 2023 Personal Performance (see page 55-57) | 116.9% of target | 30% | | Overall payout to Mr. Dietrich of 120.7% of target | | | 2023 Company Financial Performance (see page 53-55) | 122.3% of target | 70% | | | | LTIP – 2021 Performance Units | 2021 – 2023 Return on Capital | $29.45 | | | Overall payout of $83.95 on Performance Units issued in 2021 (83.95% of target) | | | 2021 – 2023 Company TSR Performance as compared to Russell 2000 Index | $20.00 | | | | | | 2021 – 2023 Company TSR Performance as compared to S&P MidCap 400 Index | $14.50 | | | | | | 2021 – 2023 Company TSR Performance as compared to Peer Company Index | $20.00 | | | |

  73. Relationship Between Company Performance and Chief Executive Officer Compensation for 2023

    | | Annual Incentive Bonus | | | Long-term Incentive Payout | | | Total | | | | | Target | Payout | Percent Achievement | Target | Payout | Percent Achievement | Target | Payout | Percent Achievement | | 2023 | $1,312,500 | $1,583,842 | 120.7% | $1,920,000 | $1,611,840 | 84.0% | $3,232,500 | $3,195,682 | 98.9% | | 2022 | $1,250,000 | $1,310,875 | 104.9% | $1,920,000 | $1,516,032 | 79.0% | $3,170,000 | $2,826,907 | 89.2% | | 2021 | $1,200,000 | $1,842,301 | 153.5% | $1,600,000 | $1,266,560 | 79.2% | $2,800,000 | $3,108,861 | 111.0% |

  74. Relationship Between Company Performance and Chief Executive Officer Compensation for 2023

    Equity Awards. The majority of our long-term incentives are equity-based awards (stock options and DRSUs), which we believe provides a direct link between pay and stockholder interests. Realizable value is the value of an award subsequent to the grant date and is influenced by the Company’s stock price. The focus on realizable value shifts the view of compensation from the future value on the date of grant to the current value of awards based on actual performance and the current stock price. The following table provides the total realizable compensation for Mr. Dietrich, for the years 2021-2023, along with Mr. Dietrich’s total compensation as reported in the Summary Compensation Table for that time frame. When calculating the

  75. Relationship Between Company Performance and Chief Executive Officer Compensation for 2023

    values of DRSUs (stock awards) and option awards, the Summary Compensation Table reflects the grant-date values of the awards without consideration of the ultimate value (if any) that may be realized by the executive from these awards. For example, if the value of a DRSU on the date of grant was $50, we report its value in the Summary Compensation Table at $50, but its realizable value today could be higher or lower depending upon the stock’s performance subsequent to the date of grant. Realizable value of a stock option is the option’s “in-the-money” value that an executive officer could realize upon exercising the option. When calculating total realizable compensation, the value of each year’s equity award was determined using the value of the award based on the Company’s December 31, 2023 stock price for vested awards or, for awards outstanding and not vested, the expected value at vesting based on the December 31, 2023 stock price.

  76. Relationship Between Company Performance and Chief Executive Officer Compensation for 2023

    | | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | 2023 | | | | | | | | | Reported Value | $1,046,154 | $2,204,989 | $1,439,445 | $3,195,682 | $413,206 | $55,776 | $8,355,252 | | Realizable Value | $1,046,154 | $2,379,686 | $300,065 | $3,195,682 | $413,206 | $55,776 | $7,390,569 | | 2022 | | | | | | | | | Reported Value | $1,000,000 | $1,999,987 | $1,193,782 | $2,826,907 | $366,896 | $51,904 | $7,439,476 | | Realizable Value | $1,000,000 | $2,042,960 | $73,815 | $2,826,907 | $366,896 | $51,904 | $6,362,482 | | 2021 | | | | | | | | | Reported Value | $1,000,000 | $1,920,006 | $959,997 | $3,108,861 | $47,892 | $49,140 | $7,085,986 | | Realizable Value | $1,000,000 | $2,074,479 | $265,319 | $3,108,861 | $47,892 | $49,140 | $6,545,782 |

  77. Objectives of Our Compensation Program for Named Executive Officers

    | • | strengthen the linkage between executive and shareholder interests through the usage of equity awards and executive stock ownership. |

  78. Comparator Group Companies

    Comparator Group Companies We intend that the levels of compensation available to executive officers who successfully enhance corporate value be competitive with the compensation offered by publicly held companies so that we can successfully attract and retain the high-quality executive talent critical to the long-term success of the Company. Furthermore, we seek to encourage outstanding performance through the opportunity to earn substantially more than target levels of pay for superior performance. To understand the competitive market for pay, we analyze the compensation programs at a comparator group of companies in setting compensation terms for our program. The Company’s primary business competitors are foreign companies, privately held firms or subsidiaries of publicly-traded companies. Accordingly, compensation data for most of our primary business competitors is not publicly available. Our 2022 comparator group, which was based on information and analysis provided by the Committee’s compensation consultant, consisted of the following group of comparator companies. We used this group for reference in setting overall compensation for our executives for 2023.

  79. Comparator Group Companies

    | AdvanSix Inc. | Ingevity Corp | | Ashland Global Holdings Inc. | Innospec Inc. | | Avient Corp. | Koppers Holdings Inc. | | Axalta Coating Systems Ltd. | Kronos Worldwide, Inc. | | Balchem Corporation | NewMarket Corporation | | Cabot Corporation | Quaker Houghton | | Compass Minerals International, Inc. | Rayonier Advanced Materials, Inc. | | Eagle Materials Inc | Sensient Technologies Corp. | | Ecovyst, Inc. | Stepan Co. | | Element Solutions, Inc. | Summit Materials Inc. | | H.B. Fuller Company | Venator Materials Plc |

  80. Comparator Group Companies

    We conduct a comparator group review on an annual basis. In 2024, following a thorough review of the companies that were members of the comparator group used to set 2023 compensation as well as other potential comparators in the specialty chemical and materials industries, the Compensation Committee approved one substitution to the group, removing Venator Materials Plc (which filed for bankruptcy under Chapter 11 of the US Bankruptcy Code in 2023) and adding in its place Orion S.A. and Tronox Holdings Plc. The Committee determined that substitutions were warranted to ensure that the comparator group continues to reflect companies that are of comparable size (as measured by revenue, total assets, and market cap),

  81. Comparator Group Companies

    | 62 | |

  82. Comparator Group Companies

    scope of operations and complexity. For comparison, the Company’s 2023 consolidated revenue is at the 55th percentile of the 2024 comparator group, with the companies in the group having 2023 revenues between 32% and 239% of the Company’s revenue. Accordingly, the comparator group used for purposes of the Peer Company Index for our Performance Units issued in 2024, and which will be used for reference in setting overall compensation for our executives going forward, consists of:

  83. Comparator Group Companies

    | AdvanSix Inc. | Innospec Inc. | | Ashland Global Holdings Inc. | Koppers Holdings Inc. | | Avient Corp. | Kronos Worldwide, Inc. | | Axalta Coating Systems Ltd. | NewMarket Corporation | | Balchem Corporation | Orion S.A. | | Cabot Corporation | Quaker Houghton | | Compass Minerals International, Inc. | Rayonier Advanced Materials, Inc. | | Eagle Materials Inc | Sensient Technologies Corp. | | Ecovyst, Inc. | Stepan Co. | | Element Solutions, Inc. | Summit Materials Inc. | | H.B. Fuller Company | Tronox Holdings Plc | | Ingevity Corp. | |

  84. Comparator Group Companies

    We do not rely exclusively on comparator group data in setting the terms of our compensation program. Consideration also is given to major compensation surveys of companies in the chemical industry, as well as companies in general industry. Survey information helps to confirm the validity and provide broader context to the comparator group data, as well as provide data for positions where comparator data is not available from public filings with the SEC. This survey data is developed independently by FW Cook and provided to the Compensation Committee.

  85. Other Policies and Practices

    Other Policies and Practices The Compensation Committee reviews and takes into account all elements of executive compensation in setting policies and determining compensation amounts. In this process, the Committee reviews “tally sheets” and other reports and analyses of executive compensation including those prepared by FW Cook. Other policies and practices that help promote our compensation objectives include the following: Perquisites. We provide only minimal perquisites, such as financial counseling, that have a sound benefit to the Company’s business. Employment Agreements. We have employment agreements with all of the named executive officers. These agreements formalize the terms of the employment relationship and the Company’s obligations to the executive during employment and in the event of termination. Additionally, these agreements clearly define the obligations of executives during and after employment with the Company. This includes compliance with restrictive terms that protect our business related to competitive activities, solicitation of our employees, customers and business partners, the disclosure of confidential information, and other actions that could be harmful to the Company post-employment. Employment agreements promote careful and complete documentation and understanding of employment terms, including strong protections for our business, and discourage frequent renegotiation of the terms of employment. Conversely, employment agreements can limit our ability to change certain employment and compensation terms. In some cases, including when an executive has been recruited to join us, executives have negotiated with us regarding the terms of their employment. The agreements embody the employment terms on which the Compensation Committee and the executives have reached agreement. Severance Policies. Severance protection is provided to our senior executives in employment agreements and severance agreements. This protection is designed to be fair and competitive and to aid in attracting and retaining experienced executives. When recruited from another company, the executive generally will seek to be protected in the event he or she is terminated without cause or we take actions giving the executive good reason to terminate employment. We believe that the protection we provide—including the level of severance payments and post-termination benefits—is appropriate and within the range of competitive practice. Severance protection following a change in control, while potentially costly, provides a number of important benefits to the Company. First, it permits an executive to evaluate a potential change in control while relatively free of concern for the executive’s own situation or the need to seek employment elsewhere. Second, change in control transactions take time to

  86. Other Policies and Practices

    unfold, and a stable management team can help to preserve the Company’s operations either to enhance the value delivered to a buyer in the transaction or, if no transaction is consummated, to ensure that the Company’s business will continue without undue disruption. Finally, we believe that the change in control protections in place encourage management to consider on an ongoing basis whether a strategic transaction might be advantageous to our shareholders, even one that would vest control of the Company in a third party. We do not provide for excise tax gross up payments to executive officers in connection with a change in control. Under our officers’ change-in-control arrangements, the severance payable upon a change-in-control is three times the officer’s base salary and target bonus, which we believe is in line with market practice. The Compensation Committee believes that the potential cost of executive change in control severance payments and benefits, as a percentage of the potential buyout price, would be well within the range of reasonable industry practice, and represents an appropriate cost relative to the benefits to the Company and its shareholders. Equity Award Grant Practices. Most of our option and DRSU grants have occurred as part of our regular annual grant of equity awards at a regularly scheduled meeting of the Compensation Committee, typically in January. The Company considers interim grants in cases of new hires, promotions and other special situations. Clawback Policy. In 2023, we updated our Policy for Recoupment of Incentive Compensation (“clawback” policy) in accordance with NYSE requirements. This policy provides that, if we are required to prepare a material accounting restatement, whether or not the result of misconduct, the Company shall seek to recoup from each current and former executive officer of the Company any incentive-based compensation received by such person in the three prior years that exceeds the amount that person would otherwise have received had the amount been determined based on the restated results. The policy also permits the Company to recoup similar amounts from other designated non-executive employees to the extent directed by the Company’s Board of Directors. Officer Stock Ownership Guidelines. The following are the stock ownership guidelines effective for the Chief Executive Officer and other named executive officers. The guidelines require holdings of our stock with values at least equal to specified multiples of base salary, as follows:

  87. Other Policies and Practices

    | • | Short-term trading; |

  88. 2024 Compensation Program for Named Executive Officers

    2024 Compensation Program for Named Executive Officers In 2024, in response to feedback from shareholders, we have modified the mix of long-term compensation awards to be 50% performance based. Beginning with awards granted in 2024, we increased the weighting of performance-based Performance Unit awards to 50% of total long-term incentive compensation, with a corresponding reduction in stock options to 10% weighting to be more closely tied to our operating plan and industry trends. Other than that key change, our compensation program for senior executives for 2024 will be structured in a manner similar to the 2023 program.

  89. Summary Compensation Table—2023

    Summary Compensation Table—2023 The following table summarizes the compensation of the named executive officers for the fiscal year ended December 31, 2023. The named executive officers include:

  90. Summary Compensation Table—2023

    | • | Our Chief Executive Officer, Douglas T. Dietrich. |

  91. Summary Compensation Table—2023

    | • | Our Chief Financial Officer, Erik C. Aldag. |

  92. Summary Compensation Table—2023

    | • | Our three other most highly compensated executive officers who were serving as executive officers on December 31, 2023, D.J. Monagle, III, Jonathan J. Hastings, and Brett Argirakis. |

  93. Summary Compensation Table—2023

    For purposes of determining the most highly compensated officers, the amounts shown in column (h) were excluded.

  94. Summary Compensation Table—2023

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1) (e) | Option Awards ($)(2) (f) | Non-Equity Incentive Plan Compensation* ($)(3) (g) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) (h) | All Other Compensation ($)(5) (i) | Total ($) (j) | | Douglas T. Dietrich Chairman of the Board and Chief Executive Officer | 2023 | $1,046,154 | $2,204,989 | $1,439,445 | $3,195,682 | $413,206 | $55,776 | $8,355,252 | | | 2022 | $1,000,000 | $1,999,987 | $1,193,782 | $2,826,907 | $366,896 | $51,904 | $7,439,476 | | | 2021 | $1,000,000 | $1,920,006 | $959,997 | $3,108,861 | $47,892 | $49,140 | $7,085,896 | | Erik C. Aldag Senior Vice President, Finance and Treasury, Chief Financial Officer | 2023 | $450,000 | $364,998 | $238,271 | $448,088 | $ — | $24,157 | $1,525,514 | | | 2022 | $288,498 | $59,967 | $35,806 | $150,001 | $— | $16,166 | $550,437 | | D.J. Monagle, III Group President, Consumer & Specialties | 2023 | $642,081 | $697,554 | $455,347 | $1,107,921 | $189,696 | $18,200 | $3,110,799 | | | 2022 | $612,289 | $664,312 | $396,536 | $931,167 | $128,884 | $17,200 | $2,750,389 | | | 2021 | $589,464 | $626,934 | $313,460 | $1,081,721 | $15,994 | $38,412 | $2,665,985 | | Jonathan J. Hastings Senior Vice President, Strategy and M&A | 2023 | $615,055 | $604,917 | $394,900 | $1,033,410 | $— | $40,958 | $2,689,240 | | | 2022 | $595,245 | $587,312 | $350,566 | $774,817 | $— | $39,270 | $2,347,209 | | | 2021 | $563,477 | $531,432 | $265,716 | $1,129,832 | $— | $37,450 | $2,527,907 | | Brett Argirakis Group President, Engineered Solutions | 2023 | $597,662 | $529,657 | $345,754 | $850,506 | $374,086 | $40,359 | $2,738,024 |

  95. Summary Compensation Table—2023

    | * Non-equity Incentive plan compensation for 2023 consists of the following: |

  96. Summary Compensation Table—2023

    | Name | 2023 Annual Incentive Bonus | 2023 Long-term Incentive Payout | Total | | D.T. Dietrich | $1,583,842 | $1,611,840 | $3,195,682 | | E.C. Aldag | $406,113 | $41,975 | $448,088 | | D.J. Monagle, III | $581,638 | $526,283 | $1,107,921 | | J.J. Hastings | $587,300 | $446,110 | $1,033,410 | | B. Argirakis | $523,689 | $326,817 | $850,506 |

  97. Summary Compensation Table—2023

    | ** There were no discretionary bonuses paid to any of the named executive officers in 2021, 2022, and 2023. Accordingly, the column entitled “Bonus” has been omitted from this table. |

  98. Summary Compensation Table—2023

    | (1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company calculates the “fair value” of stock awards under FASB ASC Topic 718 by multiplying the number of shares by the average of the high and low price of the Company’s common stock on the New York Stock Exchange on the grant date. See Note 6 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions made in determining FASB ASC Topic 718 values. |

  99. Summary Compensation Table—2023

    | (2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company calculates the “fair value” of option awards under FASB ASC Topic 718 using the Black-Scholes valuation model. See Note 6 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions made in determining FASB ASC Topic 718 values. |

  100. Summary Compensation Table—2023

    | (3) Amounts shown for 2023 represent the sum of (i) 2023 Annual Incentive awards under the 2023 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2023, which vested on December 31, 2023, as detailed in the above note (*). The value of these Performance Units was $83.95 per unit. |

  101. Summary Compensation Table—2023

    Amounts shown for 2022 represent the sum of (i) 2022 Annual Incentive awards under the 2023 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2022, which vested on December 31, 2022, as detailed in the above note (*). The value of these Performance Units was $78.96 per unit. Amounts shown for 2021 represent the sum of (i) 2021 Annual Incentive awards under the 2021 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2021, which vested on December 31, 2021. The value of these Performance Units was $79.16 per unit.

  102. Summary Compensation Table—2023

    | | 67 |

  103. Summary Compensation Table—2023

    A Performance Unit is worth $100 per unit at target performance; at maximum performance, $300 per unit. If performance does not meet minimum threshold levels, the Performance Unit will be worth $0. See “Compensation Discussion and Analysis—What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers—Long-term Incentives” for more information.

  104. Summary Compensation Table—2023

    | (4) Amounts shown in column (h) are solely an estimate of the increase in actuarial present value during 2023 of the named executive officer’s normal retirement age (defined as the earliest age at which the executive can receive a benefit unreduced for early retirement) accumulated benefit under the Company’s Retirement Plan and the Supplemental Retirement Plan. Mr. Aldag and Mr. Hastings do not participate in a pension plan. The amount attributable to each plan is shown in the table below: |

  105. Summary Compensation Table—2023

    | | Change in Pension Value | | | | Name | Retirement Plan | Supplemental Retirement Plan | Total | | D.T. Dietrich | $75,508 | $337,698 | $413,206 | | E.C. Aldag | $— | $— | $— | | D.J. Monagle, III | $66,220 | $123,476 | $189,696 | | J.J. Hastings | $— | $— | $— | | B. Argirakis | $112,468 | $261,618 | $374,086 |

  106. Summary Compensation Table—2023

    The change in pension values for Mr. Dietrich and Mr. Monagle are calculated under the cash balance formula, which is described in more detail in the narrative following the Pension Benefits table below. The accumulated benefit under the cash balance formula equals the projected annuity benefit payable at normal retirement age, assuming that the executive remains in employment but receives no future pay credits. The projected annuity benefit is calculated by first projecting the end-of-year cash balance account to normal retirement age using annual interest credits of 6.28% for 2023 and 5.73% for 2022 calculations. The projected cash balance is then converted to an annuity using the September 2023 rates (5.58% for 5 years, 5.66% for next 15 years, 5.56% thereafter) and the 2024 IRS prescribed mortality table for 2023 calculations, and September 2022 rates (4.48% for 5 years, 5.26% for next 15 years, 5.07% thereafter) and the 2023 IRS prescribed mortality table for 2022 calculations. The change in pension value for Mr. Argirakis is calculated under the career earnings formula which is described in more detail in the narrative following the Pension Benefits table below. The present value of accumulated benefits is then calculated using the following discount rate and mortality assumptions:

  107. Summary Compensation Table—2023

    | Discount rate: | 2023 year end: | 4.72% for the qualified plan | | | | 4.47% for the nonqualified plan | | | 2022 year end: | 4.92% for the qualified plan | | | | 4.67% for the nonqualified plan | | | 2021 year end: | 2.53% for the qualified plan | | | | 1.95% for the nonqualified plan | | Mortality table: | 2023 year end: | “Pri-2012 Total Dataset Mortality Table (Scale MP-2021)” – post retirement only” | | | 2022 year end: | “Pri-2012 Total Dataset Mortality Table (Scale MP-2021)” – post retirement only” | | | 2021 year end: | “Pri-2012 Total Dataset Mortality Table (Scale MP-2021)” – post retirement only” |

  108. Summary Compensation Table—2023

    No amount of the above market earnings on compensation that is deferred outside of tax-qualified plans is reported because none of the named executive officers had any above market earnings during 2023.

  109. Summary Compensation Table—2023

    | (5) All Other Compensation for 2023 consists of the following: |

  110. Grants of Plan-Based Awards—2023

    Grants of Plan-Based Awards—2023 The following table provides information on the Annual Incentive Plan awards to each of the Company’s named executive officers in 2023 and the Performance Units, DRSUs and stock options granted in 2023 to each of the Company’s named executive officers under the Company’s long-term incentive program. The estimated future payouts of non-equity incentive plan awards listed in the table below depend on performance criteria described in footnote 2 below. There can be no assurance that such payouts will ever be realized.

  111. Grants of Plan-Based Awards—2023

    | Name* | Grant Date | Performance Units (#) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Grant Date Closing Price | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | | D.T. Dietrich | (1) | | $328,125 | $1,312,500 | $2,625,000 | | | | | | | | 1/24/2023(2) | 22,050 | $1,396,500 | $2,205,000 | $6,615,000 | | | | | | | | 1/24/2023 | | | | | 33,371 | | | | $2,204,989 | | | 1/24/2023 | | | | | | 57,319 | $66.15 | $66.08 | $1,439,445 | | E.C. Aldag | (1) | | $84,375 | $337,500 | $675,000 | | | | | | | | 1/24/2023(2) | 3,650 | $231,167 | $365,000 | $1,095,000 | | | | | | | | 1/24/2023 | | | | | 5,524 | | | | $364,998 | | | 1/24/2023 | | | | | | 9,488 | $66.15 | $66.08 | $238,271 | | D.J. Monagle, III | (1) | | $121,100 | $484,400 | $968,799 | | | | | | | | 1/24/2023(2) | 6,975 | $441,750 | $697,500 | $2,092,500 | | | | | | | | 1/24/2023 | | | | | 10,557 | | | | $697,554 | | | 1/24/2023 | | | | | | 18,132 | $66.15 | $66.08 | $455,347 | | J.J. Hastings | (1) | | $115,738 | $462,951 | $925,902 | | | | | | | | 1/24/2023(2) | 6,049 | $383,103 | $604,900 | $1,814,700 | | | | | | | | 1/24/2023 | | | | | 9,155 | | | | $604,917 | | | 1/24/2023 | | | | | | 15,725 | $66.15 | $66.08 | $394,900 | | B. Argirakis | (1) | | $112,848 | $451,391 | $902,783 | | | | | | | | 1/24/2023(2) | 5,296 | $335,413 | $529,600 | $1,588,800 | | | | | | | | 1/24/2023 | | | | | 8,016 | | | | $529,657 | | | 1/24/2023 | | | | | | 13,768 | $66.15 | $66.08 | $345,754 |

  112. Grants of Plan-Based Awards—2023

    | * The Company did not have any equity incentive plans during 2023, nor does it currently have such plans. Accordingly, the columns entitled “Estimated Future Payouts Under Equity Incentive Plan Awards” have been omitted from this table. |

  113. Grants of Plan-Based Awards—2023

    | (1) Represents threshold, target and maximum payout levels under our 2023 Annual Incentive Plan. The actual amount of incentive awards earned by each named executive officer in 2023 is reported in the Summary Compensation Table under note (*). For a more detailed discussion of the 2023 Annual Incentive Plan, see “Compensation Discussion and Analysis—What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers—Annual Incentives.” |

  114. Grants of Plan-Based Awards—2023

    | (2) Represents the number of Performance Units granted to the named executive officers in 2023 under the Company’s long-term incentive program and estimated threshold, target and maximum payouts. Performance Units vest at the end of a three-year performance period. For the 2023 – 2025 performance period, the value of each performance unit is based on three metrics: (i) the Company’s ROC performance, (ii) the Company’s stock performance comparison to the S&P Small Cap 600 Index and the Russell 2000 Index, and (iii) the Company’s stock performance comparison to a Peer Group Index. If performance does not meet minimum threshold levels, the Performance Unit will be worth $0. At threshold performance for each of the metrics, a Performance Unit is worth $63.33; at target performance, $100 per unit; at maximum performance, $300 per unit. The Performance Unit value for the 2023 – 2025 performance period will be paid out (subject to meeting the above performance criteria) in early 2026. For a more detailed discussion of Performance Units, see “Compensation Discussion and Analysis—What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers—Long-term Incentives.” |

  115. Grants of Plan-Based Awards—2023

    | (3) DRSUs vest in three equal annual installments beginning on the first anniversary of the grant date (subject to accelerated vesting in specified circumstances). DRSUs are not credited with dividends or dividend equivalents prior to vesting. |

  116. Grants of Plan-Based Awards—2023

    | (4) Options vest in three equal annual installments beginning on the first anniversary of the grant date and expire on the tenth anniversary of the grant date (subject to accelerated vesting in specified circumstances). |

  117. Grants of Plan-Based Awards—2023

    | (5) The exercise price of option awards is determined by the average of the high and low price of the Company’s common stock on the grant date. Accordingly, the exercise price of option awards granted on January 24, 2023 is $66.075. The closing price of the Company’s common stock on January 24, 2023 was $66.15. |

  118. Grants of Plan-Based Awards—2023

    | (6) The grant date fair value of each DRSU is determined by the average of the high and low price of the Company’s common stock on the grant date. Accordingly, the per share grant date fair value of each DRSU granted on January 24, 2023 is $66.075. The grant date fair value, calculated in accordance with FASB ASC Topic 718 using the Black-Scholes valuation method, of each option granted on January 24, 2023 is $25.1129. |

  119. Grants of Plan-Based Awards—2023

    | | 69 |

  120. Outstanding Equity Awards at Fiscal Year-End—2023

    Outstanding Equity Awards at Fiscal Year-End—2023 The following table shows the number of shares of the Company’s common stock covered by exercisable and unexercisable options and unvested DRSUs held by the Company’s named executive officers as of December 31, 2023.

  121. Outstanding Equity Awards at Fiscal Year-End—2023

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | D.T. Dietrich | 14,020 | — | | $60.19 | 1/20/2025 | | | | | | | 22,968 | — | | $38.29 | 1/19/2026 | | | | | | | 21,568 | — | | $78.03 | 1/17/2027 | | | | | | | 24,795 | — | | $76.38 | 1/23/2028 | | | | | | | 3,670 | — | | $73.70 | 3/13/2028 | | | | | | | 50,486 | — | | $54.44 | 1/22/2029 | | | | | | | 57,191 | — | | $57.67 | 1/21/2030 | | | | | | | 33,311 | 16,655 | | $66.00 | 1/26/2031 | | | | | | | 16,404 | 32,806 | | $69.81 | 1/25/2032 | | | | | | | — | 57,319 | | $66.08 | 1/24/2033 | | | | | | | | | | | | 62,167(3) | $4,433,129 | | | | E.C. Aldag | 1,439 | — | | $76.38 | 1/23/2028 | | | | | | | 2,777 | — | | $54.44 | 1/22/2029 | | | | | | | 2,860 | — | | $57.67 | 1/21/2030 | | | | | | | 868 | 433 | | $66.00 | 1/26/2031 | | | | | | | 492 | 984 | | $69.81 | 1/25/2032 | | | | | | | — | 9,488 | | $66.08 | 1/24/2033 | | | | | | | | | | | | 6,348(4) | $452,676 | | | | D.J. Monagle, III | 1,180 | — | | $65.16 | 4/1/2024 | | | | | | | 14,229 | — | | $60.19 | 1/20/2025 | | | | | | | 23,093 | — | | $38.29 | 1/19/2026 | | | | | | | 11,543 | — | | $78.03 | 1/17/2027 | | | | | | | 12,295 | — | | $76.38 | 1/23/2028 | | | | | | | 17,943 | — | | $54.44 | 1/22/2029 | | | | | | | 18,131 | — | | $57.67 | 1/21/2030 | | | | | | | 10,877 | 5,438 | | $66.00 | 1/26/2031 | | | | | | | 5,449 | 10,897 | | $69.81 | 1/25/2032 | | | | | | | — | 18,132 | | $66.08 | 1/24/2033 | | | | | | | | | | | | 20,067(5) | $1,430,978 | | | | J.J. Hastings | 7,814 | — | | $60.19 | 1/20/2025 | | | | | | | 12,922 | — | | $38.29 | 1/19/2026 | | | | | | | 7,653 | — | | $78.03 | 1/17/2027 | | | | | | | 8,083 | — | | $76.38 | 1/23/2028 | | | | | | | 1,847 | — | | $74.38 | 6/1/2028 | | | | | | | 15,136 | — | | $54.44 | 1/22/2029 | | | | | | | 15,371 | — | | $57.67 | 1/21/2030 | | | | | | | 9,220 | 4,610 | | $66.00 | 1/26/2031 | | | | | | | 4,817 | 9,634 | | $69.81 | 1/25/2032 | | | | | | | — | 15,725 | | $66.08 | 1/24/2033 | | | | | | | | | | | | 17,447(6) | $1,244,146 | | | | B. Argirakis | 2,630 | — | | $60.19 | 1/20/2025 | | | | | | | 6,501 | — | | $38.29 | 1/19/2026 | | | | | | | 4,271 | — | | $78.03 | 1/17/2027 | | | | | | | 5,164 | — | | $76.38 | 1/23/2028 | | | | | | | 8,835 | — | | $54.44 | 1/22/2029 | | | | | | | 10,008 | — | | $57.67 | 1/21/2030 | | | | | | | 6,755 | 3,377 | | $66.00 | 1/26/2031 | | | | | | | 3,726 | 7,450 | | $69.81 | 1/25/2032 | | | | | | | — | 13,768 | | $66.08 | 1/24/2033 | | | | | | | | | | | | 14,320(7) | $1,021,159 | | |

  122. Outstanding Equity Awards at Fiscal Year-End—2023

    | 70 | |

  123. Outstanding Equity Awards at Fiscal Year-End—2023

    | (1) Option awards vest in three equal annual installments beginning on the first anniversary of the grant date and expire on the tenth anniversary of the grant date, subject to accelerated vesting in specified circumstances. The grant date is ten years earlier than the expiration date reported in the Option Expiration column. |

  124. Outstanding Equity Awards at Fiscal Year-End—2023

    | (2) The market value is calculated by multiplying the number of DRSUs by $71.31, the closing price of the Company’s common stock on December 29, 2023. |

  125. Outstanding Equity Awards at Fiscal Year-End—2023

    | (3) Consists of unvested portions of the following: 29,091 DRSUs granted on January 26, 2021 and vesting in three equal annual installments beginning January 26, 2022; 28,649 DRSUs granted on January 25, 2022 and vesting in three equal annual installments beginning January 25, 2023; and 33,371 DRSUs granted on January 24, 2023 and vesting in three equal annual installments beginning January 24, 2024. |

  126. Outstanding Equity Awards at Fiscal Year-End—2023

    | (4) Consists of unvested portions of the following: 758 DRSUs granted on January 26, 2021 and vesting in three equal annual installments beginning January 26, 2022; 859 DRSUs granted on January 25, 2022 and vesting in three equal annual installments beginning January 25, 2023; and 5,524 DRSUs granted on January 24, 2023 and vesting in three equal annual installments beginning January 24, 2024. |

  127. Outstanding Equity Awards at Fiscal Year-End—2023

    | (5) Consists of unvested portions of the following: 9,499 DRSUs granted on January 26, 2021 and vesting in three equal annual installments beginning January 26, 2022; 9,516 DRSUs granted on January 25, 2022 and vesting in three equal annual installments beginning January 25, 2023; and 10,557 DRSUs granted on January 24, 2023 and vesting in three equal annual installments beginning January 24, 2024. |

  128. Outstanding Equity Awards at Fiscal Year-End—2023

    | (6) Consists of unvested portions of the following: 8,052 DRSUs granted on January 26, 2021 and vesting in three equal annual installments beginning January 26, 2022; 8,413 DRSUs granted on January 25, 2022 and vesting in three equal annual installments beginning January 25, 2023, and 9,155 DRSUs granted on January 24, 2023 and vesting in three equal annual installments beginning January 24, 2024. |

  129. Outstanding Equity Awards at Fiscal Year-End—2023

    | (7) Consists of unvested portions of the following: 5,899 DRSUs granted on January 26, 2021 and vesting in three equal annual installments beginning January 26, 2022; 6,507 DRSUs granted on January 25, 2022 and vesting in three equal annual installments beginning January 25, 2023, and 8,016 DRSUs granted on January 24, 2023 and vesting in three equal annual installments beginning January 24, 2024. |

  130. Outstanding Equity Awards at Fiscal Year-End—2023

    | | 71 |

  131. Option Exercises and Stock Vested—2023

    Option Exercises and Stock Vested—2023 The table below discloses the number of shares acquired through option exercises and vesting of DRSUs and the value at the time of exercise and vesting by the named executive officers during 2023.

  132. Option Exercises and Stock Vested—2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | D.T. Dietrich | 13,936 | $75,900 | 30,345 | $2,023,691 | | E.C. Aldag | — | $— | 540 | $36,154 | | D.J. Monagle, III | 14,598 | $147,631 | 9,856 | $657,332 | | J.J. Hastings | 8,960 | $40,090 | 8,472 | $564,996 | | B. Argirakis | 2,655 | $23,563 | 6,077 | $405,371 |

  133. Option Exercises and Stock Vested—2023

    | (1) Certain of these shares were withheld for the payment of taxes. |

  134. Pension Benefits—2023

    Pension Benefits—2023 The table below quantifies the benefits expected to be paid to the named executive officers from the Company’s defined benefit pension plans.

  135. Pension Benefits—2023

    | Name | Plan Name | Present Value of Number of Years Credited Service (#) | Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | D.T. Dietrich | Retirement Plan | 16.4 | $333,309 | — | | | Supplemental Retirement Plan | 16.4 | $1,304,374 | — | | E. C. Aldag | Retirement Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | D.J. Monagle, III | Retirement Plan | 21.0 | $371,820 | — | | | Supplemental Retirement Plan | 21.0 | $639,998 | — | | J.J. Hastings | Retirement Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | B. Argirakis | Retirement Plan | 36.6 | $1,151,996 | — | | | Supplemental Retirement Plan | 36.6 | $1,231,433 | — |

  136. Pension Benefits—2023

    | (1) The present value of accumulated benefits under the Retirement Plan and Supplemental Retirement Plan is calculated using the following assumptions: (a) a discount rate of 4.72% for the Retirement Plan and 4.47% for the Supplemental Retirement Plan and (b) mortality rates from the Pri-2012 Total Dataset Mortality Table (Scale MP-2021) at 2023 year end, post-retirement only. |

  137. Pension Benefits—2023

    The Retirement Plan is a tax qualified pension plan, which pays retirement benefits within the limits prescribed by the Code. The Supplemental Retirement Plan is an unfunded, non-tax qualified pension plan, which pays retirement benefits in excess of such Code limits. For employees hired prior to January 1, 2002, accumulated benefits under the Retirement Plan and the Nonfunded Supplemental Retirement Plan are based upon an annuity equal to a percentage of the participant’s career earnings. The present value of accumulated benefit under the career earnings formula is based upon the benefit that is payable at the named executive officer's normal retirement age (defined as the earliest age at which the executive can receive a benefit unreduced for early retirement), based upon years of service and pensionable earnings as of December 31, 2023, and payable as a life annuity with no death benefit. The benefits for Mr. Argirakis are based upon the career earnings formula. For employees hired after January 1, 2002, accumulated benefits under the Retirement Plan and the Nonfunded Supplemental Retirement Plan are based upon a cash balance formula which credits such employees with annual pay credits equal to 5% of the employee's pensionable earnings for the year. An employee's cash balance account will also receive interest credits each year, based on a market rate of interest declared at the end of each year. The benefits for Messrs. Dietrich and Monagle are based upon the cash balance formula. The accumulated benefit under the cash balance formula equals the projected annuity benefit payable at normal retirement age (later of 65 and 3 years of service), assuming that the named executive officer remains in employment but receives no future pay credits. The projected annuity benefit is calculated by first projecting the December 31, 2023 cash balance account

  138. Pension Benefits—2023

    | 72 | |

  139. Pension Benefits—2023

    to normal retirement age using annual interest credits of 5.73%. This projected cash balance is then converted to an annuity benefit using the September 2023 rates and the IRS prescribed mortality for 2024. The present value of accumulated benefit under the cash balance formula is based upon this annuity benefit, payable as a life annuity with no death benefit. The Retirement Plan was closed to new entrants effective January 1, 2010. Accordingly, employees hired after January 1, 2010, including Mr. Aldag and Mr. Hastings, are not entitled to participate in the Retirement Plan or Supplemental Retirement Plan. Present Value of Accumulated Benefits may decrease year over year, due to the change in interest credit rate and other present value assumptions used for each year-end calculation.

  140. Non-Qualified Deferred Compensation—2023

    Non-Qualified Deferred Compensation—2023 The following table shows contributions, earnings and account balances for the named executive officers in the Supplemental Savings Plan. The Supplemental Savings Plan is an unfunded, tax deferred non-qualified plan that provides key employees, including the named executive officers, the opportunity to defer a portion of their salary and receive employer matching contributions in excess of the limits which the Internal Revenue Code imposes on benefits under the Company’s Savings and Investment Plan (the Company’s 401(k) plan). Amounts placed in the Supplemental Savings Plan remain with the Company until payout, rather than invested through a third party as with other defined contribution programs. Contributions to the Supplemental Savings Plan are invested in a hypothetical account, which is a bookkeeping entry only. The hypothetical investment options and account are used only to track and reflect the Company’s obligation to participants under the plan. Investment options under the Supplemental Savings Plan are consistent with the investment options under the Savings and Investment Plan. The value of a participant’s account will change over time, based on the performance of each hypothetical investment that the participant selects.

  141. Non-Qualified Deferred Compensation—2023

    | Name | 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 ($) | | D.T. Dietrich | $48,558 | $38,846 | $113,866 | — | $1,036,986 | | E.C. Aldag | $13,026 | $10,421 | $4,460 | — | $43,300 | | D.J. Monagle, III | $450,537 | — | $197,979 | — | $2,092,949 | | J.J. Hastings | $39,827 | $22,758 | $39,959 | — | $641,985 | | B. Argirakis | $27,699 | $22,159 | $60,992 | — | $459,908 |

  142. Non-Qualified Deferred Compensation—2023

    | (1) Named executive officers may elect to defer payment up to the greater of 6% or that percentage of regular earnings that the named executive officer would have been otherwise able to contribute on a before-tax basis to the Company’s Savings and Investment Plan. At the named executive officer’s election, such deferral will be credited to the named executive officer’s account in the dollar amount of the deferred regular earnings, or as the number of units calculated by dividing the dollar amount of regular earnings deferred by the closing price of the Company’s common stock on the last business day of the month in which the payment of such regular earnings would have been made. |

  143. Non-Qualified Deferred Compensation—2023

    | (2) The amounts reported in this column represent matching contributions by the Company and were also reported as part of the named executive officers’ “All Other Compensation” in the Summary Compensation table and specifically listed in footnote 5 to such table. Under the Company’s Savings and Investment Plan, the Company contributes $1 for every $1 contributed by the named executive officer of the first 3% of regular earnings and $1 for every $2 of the next 2% of the named executive officer’s regular earnings. If the Code restrictions prevent the named executive officer from receiving matching contributions under the Company’s Savings and Investment Plan, the named executive officer’s account will be credited by the amounts that would have been otherwise contributed by the Company as matching contributions. Matching contributions are held in the general funds of the Company and are credited to the named executive officer’s account in the form of units only, calculated as described in note (1) above. |

  144. Non-Qualified Deferred Compensation—2023

    | (3) The amounts reported in this column represent the aggregate earnings during 2023 of each named executive officer’s account. Dollar amounts in the named executive officer’s account are credited with the interest at a rate equal to the Fixed Income Fund of the Company’s Savings and Investment Plan; units in a named executive officer’s account are marked to market monthly. Whenever a cash dividend is paid on the Company’s common stock, the number of units is increased as follows: the number of units in the named executive officer’s account are multiplied by the cash dividend and divided by the closing price of the Company’s common stock on the dividend record date. None of the named executive officers had any “above market earnings” reportable in column (h) of the Summary Compensation Table. |

  145. Non-Qualified Deferred Compensation—2023

    | | 73 |

  146. Potential Payments on Termination or Change in Control—2023

    Potential Payments on Termination or Change in Control—2023 The following table summarizes the estimated payments to be made to each named executive officer serving as of December 31, 2023 derived from their employment agreements, change in control agreements (“CIC agreements”), the terms of their grants and awards and the Company’s Stock Award and Incentive Plans (i) prior to a change in control and in connection with any termination of employment including voluntary resignation, for “Cause” termination, death, disability, retirement, termination without “Cause” or resignation for “Good Reason”, and (ii) upon a change in control without termination of employment and termination without “Cause” or resignation for “Good Reason”. For the purpose of the quantitative disclosure in the following table, and in accordance with SEC regulations, we have assumed that the triggering event took place on the last business day of our most recently completed fiscal year, December 29, 2023, and that the price per share of our common stock is the closing market price as of that date, $71.31. Our employment agreements and CIC agreements with our named executive officers are described following the table.

  147. Potential Payments on Termination or Change in Control—2023

    | | Upon Termination and Prior to a Change in Control | | | On or After a Change in Control | | | Name | Voluntary Resignation or “For Cause” Termination | Death, Disability or Retirement | Termination without “Cause” or Resignation for “Good Reason” | No Termination of Employment | Termination without “Cause” or Resignation for “Good Reason” | | D.T. Dietrich | | | | | | | Severance Payment(1) | $0 | $0 | $4,725,000 | $0 | $7,087,500(2) | | Benefits(3) | 0 | 0 | 71,430 | 0 | 71,430 | | DRSU Vesting(4) | 0 | 0 | 0 | 0 | 4,433,129 | | Stock Option Vesting(5) | 0 | 0 | 0 | 0 | 437,712 | | Performance Unit Vesting(6) | 0 | 0 | 0 | 0 | 6,125,000 | | E.C. Aldag | | | | | | | Severance Payment(1) | $0 | $0 | $1,181,250 | $0 | $2,362,500(2) | | Benefits(3) | 0 | 0 | 67,772 | 0 | 90,259 | | DRSU Vesting(4) | 0 | 0 | 0 | 0 | 452,676 | | Stock Option Vesting(5) | 0 | 0 | 0 | 0 | 53,445 | | Performance Unit Vesting(6) | 0 | 0 | 0 | 0 | 475,000 | | D.J. Monagle, III | | | | | | | Severance Payment(1) | $0 | $0 | $1,695,398 | $0 | $3,390,797(2) | | Benefits(3) | 0 | 0 | 65,051 | 0 | 86,632 | | DRSU Vesting(4) | 0 | 0 | 0 | 0 | 1,430,978 | | Stock Option Vesting(5) | 0 | 0 | 0 | 0 | 140,142 | | Performance Unit Vesting(6) | 0 | 0 | 0 | 0 | 1,988,700 | | J.J. Hastings | | | | | | | Severance Payment(1) | $0 | $0 | $1,620,329 | $0 | $3,240,657(2) | | Benefits(3) | 0 | 0 | 69,295 | 0 | 92,289 | | DRSU Vesting(4) | 0 | 0 | 0 | 0 | 1,244,146 | | Stock Option Vesting(5) | 0 | 0 | 0 | 0 | 121,250 | | Performance Unit Vesting(6) | 0 | 0 | 0 | 0 | 1,723,600 | | B. Argirakis | | | | | | | Severance Payment(1) | $0 | $0 | $1,579,869 | $0 | $3,159,739(2) | | Benefits(3) | 0 | 0 | 49,612 | 0 | 66,053 | | DRSU Vesting(4) | 0 | 0 | 0 | 0 | 1,021,159 | | Stock Option Vesting(5) | 0 | 0 | 0 | 0 | 101,182 | | Performance Unit Vesting(6) | 0 | 0 | 0 | 0 | 1,373,100 |

  148. Potential Payments on Termination or Change in Control—2023

    | (1) Represents cash payments potentially payable upon termination of employment. Amounts shown for termination without “Cause” or resignation for “Good Reason” prior to a change in control are based on a multiple of annual base salary plus bonus amounts that would have otherwise been payable |

  149. Potential Payments on Termination or Change in Control—2023

    | 74 | |

  150. Potential Payments on Termination or Change in Control—2023

    to the officer, which for purposes of this table are assumed to be the amount of the officer’s target bonus. This amount equals 2 times the sum of annual base salary and target bonus for Mr. Dietrich and 1.5 times the sum of annual base salary and target bonus for the other named executive officers. Amounts shown for termination without “Cause” or resignation for “Good Reason” on or after a change in control equal 3.0 times the sum base salary and target bonus for all named executive officers.

  151. Potential Payments on Termination or Change in Control—2023

    | (2) Severance payment may be reduced if the full payment would result in a portion of the payment being subject to the excise tax under Section 4999 of the Code. In such event, the amount of the severance payment will be reduced by the minimum amount necessary such that no portion of the severance payment is subject to the excise tax. |

  152. Potential Payments on Termination or Change in Control—2023

    | (3) Amounts shown for termination without “Cause” or resignation for “Good Reason” prior to a change in control equal 1.5 times the present value of 24 months of life, disability, accident and health insurance coverage for Mr. Dietrich and 1.5 times the present value of 18 months of life, disability, accident and health insurance coverage for the other named executive officers. Amounts shown for termination without “Cause” or resignation for “Good Reason” on or after a change in control equal 1.5 times the present value of 24 months of life, disability, accident and health insurance coverage for all named executive officers. |

  153. Potential Payments on Termination or Change in Control—2023

    | (4) This amount represents the aggregate value of DRSUs which would become vested as a direct result of the termination event and/or change in control before the applicable stated vesting date solely as a direct result of the termination event or change in control before the stated vesting date. The stated vesting date is the date at which an award would have vested absent such termination event or change in control. This calculation of value does not discount the value of awards based on the portion of the vesting period elapsed at the date of the termination event or change in control. The value of DRSUs is based on a closing stock price of $71.31 on December 29, 2023. |

  154. Potential Payments on Termination or Change in Control—2023

    | (5) This amount represents the aggregate in-the-money value of stock options which would become vested as a direct result of the termination event and/or change in control before the applicable stated vesting date solely as a direct result of the termination event or change in control before the stated vesting date. The stated vesting date is the date at which an award would have vested absent such termination event or change in control. This calculation of value does not attribute any additional value to stock options based on their remaining term and does not discount the value of awards based on the portion of the vesting period elapsed at the date of the termination event or change in control. Represents the intrinsic value of stock options, based on a closing stock price of $71.31 on December 29, 2023. |

  155. Potential Payments on Termination or Change in Control—2023

    | (6) For termination due to death, disability or retirement, if a participant has been employed for two of the three years of the performance period, participant is eligible to receive a pro rata payout at the end of the performance period based on actual performance. Participants who have been employed for less than two of the three years of the performance period forfeit outstanding units related to that performance cycle. The Plan gives the Compensation Committee discretion to accelerate the vesting of Performance Units upon a change in control. Under the officers’ change-in-control agreements, vesting of such Performance Units is required to be accelerated upon a change of control. Amounts represent vesting of Performance Units granted in 2022 and 2023 at the target of $100 per Unit. |

  156. Pay Ratio

    Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and SEC rules adopted thereunder, we are required by the SEC to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Mr. Dietrich, our Chief Executive Officer. We identified the median employee using our total employee population on October 1, 2023. To determine the “median employee” from our employee population, we collected for each employee the compensation reflected in our payroll records during the 12-month period ending October 1, 2023, applying a local currency to U.S. dollar exchange rate to the compensation paid to our non-U.S. employees to facilitate comparison of all employees in U.S. dollars. For this purpose, all of our employees in all jurisdictions were included, approximately half of whom were located outside the United States. After determining the median employee, we determined that person’s total annual compensation on the same basis by which we determined our CEO’s compensation. Our CEO’s total compensation for 2023 was $8,355,252, as reflected in the Summary Compensation Table. The median annual total compensation for all of our employees, excluding our CEO, was $51,183 for 2023. As a result, our CEO’s total compensation for 2023 was approximately 163 times that of the median annual total compensation for all of our employees.

  157. 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 Pay Versus Performance information. Under these rules, the SEC has developed a new definition of pay, referred to as Compensation Actually Paid (“CAP”), which is compared here to certain performance measures defined by the SEC. In determining our executive officers’ CAP, as defined by SEC rules, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table in previous years. CAP reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions but does not reflect actual amounts paid out for those awards. Accordingly, CAP generally fluctuates due to stock price achievement. For information regarding the decisions made by our Compensation Committee with respect to our Chief Executive Officer’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table below. In accordance with the SEC’s rules, below is the required tabular disclosure for our principal executive officer and our average named executive officer (“NEO”) (excluding the principal executive officer) for reporting years 2023, 2022, 2021 and 2020.

  158. 2023 Pay-Versus-Performance

    | Fiscal Year | Summary Compensation Table Total - CEO ($)(a) | Compensation Actually Paid Total - CEO, ($)(b) | Summary Compensation Table Total - non-CEO NEO Average ($)(c) | Compensation Actually Paid Total – non-PEO NEO Average ($)(d) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | MTI TSR ($)(e) | Peer Company Index TSR ($)(f) | Net Income ($ millions)(g) | Adjusted Net Income ($ millions)(h) | Adjusted Operating Income ($ millions)(i) | | 2023 | $8,355,252 | $8,952,346 | $2,515,894 | $2,592,052 | $125.47 | $145.78 | $88.3 | $174.1 | $279.9 | | 2022 | $7,439,476 | $6,245,290 | $1,926,529 | $1,351,820 | $106.37 | $150.07 | $126.3 | $164.2 | $252.5 | | 2021 | $7,085,896 | $8,148,175 | $2,513,207 | $2,850,830 | $127.74 | $172.36 | $168.5 | $173.8 | $240.7 | | 2020 | $6,149,154 | $6,556,778 | $2,177,183 | $2,275,782 | $108.19 | $125.06 | $115.8 | $139.9 | $213.0 |

  159. 2023 Pay-Versus-Performance

    | (b) “Compensation Actually Paid” to our CEO in each of for the respective years shown reflects the respective amounts set forth in column (a) of the table above, adjusted as set forth below in Reconciliation of Summary Compensation Table to Compensation Actually Paid, in accordance with SEC rules. |

  160. 2023 Pay-Versus-Performance

    | (d) “Compensation Actually Paid” to our non-CEO NEOs (the persons set forth in note (c) above) in each of the respective years shown reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth below in Reconciliation of Summary Compensation Table to Compensation Actually Paid, in accordance with SEC rules. |

  161. 2023 Pay-Versus-Performance

    | (3) The amounts in this column represent the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |

  162. Director Compensation—2023

    Director Compensation—2023 The table below summarizes the annual compensation for the Company’s directors during 2023. Each compensation element is discussed in the text following the table.

  163. Director Compensation—2023

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation ($)(4) | Total ($) | | Joseph C. Breunig | $95,000 | $125,000 | N/A | N/A | N/A | $3,716 | $223,716 | | John J. Carmola | $112,500(5) | $125,000 | N/A | N/A | N/A | $5,154 | $242,654 | | Robert L. Clark | $130,000(5) | $125,000 | N/A | N/A | N/A | $6,678 | $261,678 | | Alison A. Deans | $110,000 | $125,000 | N/A | N/A | N/A | $2,688 | $237,688 | | Douglas T. Dietrich(6) | $— | $— | N/A | N/A | N/A | $— | $— | | Franklin L. Feder | $97,500(5) | $125,000 | N/A | N/A | N/A | $4,113 | $226,613 | | Rocky Motwani | $97,500 | $125,000 | N/A | N/A | N/A | $414 | $222,914 | | Carolyn K. Pittman | $97,500(5) | $125,000 | N/A | N/A | N/A | $3,233 | $225,733 | | Marc E. Robinson | $117,500 | $125,000 | N/A | N/A | N/A | $5,029 | $247,529 |

  164. Director Compensation—2023

    | (1) Dr. Johnson was not elected a director of the Company until March 2024 and accordingly is not included in this table. |

  165. Director Compensation—2023

    | | 81 |

  166. Director Compensation—2023

    | (2) Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of phantom stock units awarded to each director pursuant to the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors calculated by multiplying the number of units by the closing price of our common stock on the grant date. Each Non-Employee Director was granted 2,067 phantom stock units on May 17, 2023, on which date the closing price of our common stock was $60.48 per share. Such phantom stock units were non-forfeitable upon grant. |

  167. Director Compensation—2023

    The following table lists the total number of phantom stock units held by each non-employee director as of December 31, 2023. The units are payable in cash upon the director’s termination of service on the Board. (See “Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors” below.)

  168. Director Compensation—2023

    | J.C. Breunig | 15,319 | | J.J. Carmola | 21,236 | | R.L. Clark | 27,264 | | A.A. Deans | 11,195 | | F.L. Feder | 17,170 | | R. Motwani | 2,074 | | C.K. Pittman | 13,510 | | M.E. Robinson | 20,585 |

  169. Director Compensation—2023

    | (3) The Company does not currently compensate its directors with stock options. |

  170. Director Compensation—2023

    | (4) All Other Compensation consists of the value of dividends earned on phantom stock units, in the amount of $0.05 per unit awarded quarterly for the first three quarters and $0.10 per unit awarded for the fourth quarter and calculated by multiplying the number of units held by the director on the dividend record date. |

  171. Director Compensation—2023

    | (5) During 2023, Mr. Carmola, Dr. Clark, Mr. Feder, and Ms. Pittman elected to partially defer their fees, in units which have the economic value of one share of the Company’s stock as permitted under the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors. |

  172. Director Compensation—2023

    | (6) Mr. Dietrich was elected Chief Executive Officer of the Company and a Director in December 2016. In March 2021, Mr. Dietrich was elected Chairman of the Board. Mr. Dietrich is not compensated as a director. |