DEF 14A of Ecovyst Inc., Apr 8, 2024

DEF 14A of Ecovyst Inc.

Filed Apr 8, 2024 · FY20230001140361-24-018656

Open on EDGAR

  1. Secretary

    | | Page Number | | 2023 Outstanding Equity Awards at Fiscal Year End | 49 | | Option Exercises and Stock Vested in 2023 | 51 | | Potential Payments Upon Termination or Change in Control | 52 | | CEO Pay Ratio | 54 | | Pay vs. Performance | 56 | | Equity Compensation Plan Information | 59 | | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 60 | | PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTES ON EXECUTIVE COMPENSATION IN THE FUTURE | 61 | | AUDIT COMMITTEE MATTERS | 62 | | Audit Committee Report | 62 | | Audit and Other Fees | 63 | | PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 | | PROPOSAL 5 – AMENDMENT TO THE SECOND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS | 64 | | OTHER INFORMATION | 65 | | EXHIBIT A – AMENDMENT TO THE SECOND RESTATED CERTIFICATE OF INCORPORATION OF ECOVYST INC. | 66 |

  2. Who should I call if I have any questions?

    Who should I call if I have any questions? If you have any questions about the Annual Meeting, voting or your ownership of our Common Stock, please call us at (484) 617-1200 or send an email to InvestorRelations@ecovyst.com.

  3. Who should I call if I have any questions?

    | 2024 PROXY STATEMENT | | 5 |

  4. Who should I call if I have any questions?

    BOARD OF DIRECTORS PROPOSAL 1 ELECTION OF DIRECTORS Ecovyst currently has a classified Board consisting of three directors with terms expiring in 2024 (Class I), three directors with terms expiring in 2025 (Class II), and three directors with terms expiring in 2026 (Class III). Currently, at each annual meeting of stockholders, directors in one class are elected for a full term of three years to succeed those directors whose terms are expiring. Anna C. Catalano, Sarah Lorance and Kyle Vann are the current Class I directors whose terms expire at the Annual Meeting. Mr. Vann has decided not to stand for re-election in accordance with the Board’s Director Retirement Policy. Our Board has nominated, and stockholders are being asked to elect, Ms. Catalano and Ms. Lorance for three-year terms expiring at our 2027 annual meeting of stockholders. The Board has also nominated Donald Althoff for election as a Class I director for a three-year term expiring at our 2027 annual meeting of stockholders. Mr. Althoff, 67, has over 40 years of experience in the chemical and energy industries. From September 2019 to September 2022, he served as Director and Chairman of the Board of Vereson Midstream LP, and from September 2019 to December 2022, he served as Director of Alliance Pipeline and Aux Sable LP. From October 2017 to September 2019 he served as President and Chief Executive Officer of Veresen Midstream LP, and he served as President and Chief Executive Officer of Veresen Inc. from November 2012 to September 2017. From October 2008 to September 2012 he served as President and Chief Executive Officer at Flex Fuel. From 1981 to 2008, Mr. Althoff served in roles of increasing responsibility with Amoco Corporation and BP PLC. Mr. Althoff holds a Bachelor of Science in Chemical Engineering from the University of Illinois. Mr. Althoff was nominated for election to the Board as a result of his experience in the chemical and energy industries as well as his general business experience. If elected, the nominees will each hold office until our 2027 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. The Board has included the proposed declassification of the Board via the Charter Amendment on the ballot for the 2024 annual meeting of stockholders (Proposal 5). If Proposal 5 is approved by our stockholders, we will begin a process of declassifying the Board, which will be completed at the 2027 annual meeting of stockholders. Following the 2027 annual meeting of stockholders, the Board will consist of one class elected to one-year terms. Each of the above nominees has indicated his or her willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of Common Stock represented by proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a director. We believe that all our nominees possess the professional and personal qualifications necessary for Board service, and we have highlighted particularly noteworthy attributes for each director in the individual biographies below. The Board recommends a vote FOR the election of each of the director nominees. The following table sets forth the name, age and class, as of March 1, 2024, of individuals who currently serve as directors on our Board.

  5. Who should I call if I have any questions?

    | Name | Age | Position | Class | | Anna C. Catalano | 64 | Director | Class I | | Sarah Lorance | 50 | Director | Class I | | Kyle Vann | 76 | Director | Class I | | Robert Coxon | 76 | Director | Class II | | Susan F. Ward | 63 | Director | Class II | | Bryan K. Brown | 56 | Director | Class II | | Kevin M. Fogarty | 58 | Non-Executive Chairman | Class III | | Kurt J. Bitting | 48 | Director and CEO | Class III | | David A. Bradley | 53 | Director | Class III |

  6. Who should I call if I have any questions?

    | 6 | | 2024 PROXY STATEMENT |

  7. Who should I call if I have any questions?

    Class I – Directors with Terms Expiring in 2024

  8. Who should I call if I have any questions?

    | | ANNA C. CATALANO Age: 64 Independent Director | Anna C. Catalano has served on our Board since July 2022. Ms. Catalano has over 30 years of business experience, including senior roles at BP plc and its predecessor company, Amoco Corporation, until her retirement in 2003 and two decades of public and private board service. In September 2008, she co-founded The World Innovation Network, a nonprofit network of innovators to work toward global prosperity, and continued to work with that organization until 2021. Since 2017, she has served on the board of directors of HF Sinclair Corporation, where she is a member of the Nominating, Governance and Social Responsibility and Compensation Committees. Since 2018, she has served on the board of directors of Frontdoor, Inc., where she is the chair of the Compensation Committee. Since May 2022, she has served on the board of directors of Hexion, Inc. Previously, she served on the boards of directors of Willis Towers Watson from June 2006 until June 2022, Kraton Corporation from September 2011 until March 2022, Mead Johnson Nutrition from May 2010 until June 2017 and Chemtura Corporation from March 2011 until May 2017. Because of her experience in, and knowledge of, the refining sector, including with respect to both traditional and renewable fuels, and extensive experience serving as both a public and private company director, we believe Ms. Catalano is well qualified to serve on our Board. | | | KYLE VANN Age: 76 Independent Director | Kyle Vann(1) has served on our Board since 2014. Mr. Vann provided consulting services to Entergy Corporation between January 2005 and October 2020. He also served for 25 years in various senior leadership positions at Koch Industries, including as the Chief Executive Officer of Entergy-Koch LP, a joint venture between Koch Industries and Entergy Corporation. Before joining Koch Industries, Mr. Vann worked at Humble Oil and Refining Company (which later became part of Exxon) as a refinery engineer. Mr. Vann formerly served on the board of directors of EnLink Midstream, LLC from January 2019 until March 2023. From 2006 to January 2019, he served on the boards of EnLink Midstream Partners LP. and Legacy Reserves LP. Mr. Vann is not standing for re-election to the Board in accordance with the Board’s Retirement Policy. | | | SARAH LORANCE Age: 50 Independent Director | Sarah Lorance has served on our Board since March 2024. Ms. Lorance has over 25 years of business experience, including as Owner and Executive Consultant at Autumn Advisors, LLC since November 2021 and in various capacities from March 1997 to October 2020 at Elevance Health, Inc. (formerly Anthem, Inc.), where she most recently served as Chief Compliance Officer. She has served on the board of directors of the Alzheimer's Association since January 2015 and she currently is Chair of the Board, Chair of the Executive Committee and a member of the Compensation Committee. Additionally, she currently serves on the board of directors of VSP Vision since January 2024, where she is a member of the Finance and Audit Committees. Ms. Lorance also currently serves on the board of directors of the Knoebel Institute of Healthy Aging at the University of Denver since September 2023, where she is an Advisory Board Member. She holds a B.B.A. degree in Accounting from the University of Iowa. She also is a certified public accountant and is NACD Directorship Certified®. She was appointed to serve on the Board as a result of her finance, risk management, compliance and general business experience. |

  9. Who should I call if I have any questions?

    | (1) Mr. Vann is not related to George Vann, our Vice President and President - Ecoservices. |

  10. Who should I call if I have any questions?

    | 2024 PROXY STATEMENT | | 7 |

  11. Who should I call if I have any questions?

    Class II – Directors with Terms Expiring in 2025

  12. Who should I call if I have any questions?

    | | ROBERT COXON Age: 76 Independent Director | Robert Coxon has served on our Board since 2007. Mr. Coxon was previously a Senior Advisor to The Carlyle Group, assisting buyout teams in Europe, the United States, the Middle East and Asia until 2013. In that role, he advised Carlyle in making and managing investments in the chemicals sector and was based in London. Prior to joining Carlyle, Mr. Coxon was the Senior Vice President of ICI and the Chief Executive Officer of Synetix, a leading global catalyst company. From 2003 until 2017, Mr. Coxon served as the Chairman of the UK Centre for Process Innovation, an international research center in printable electronics, bio-processing and low carbon energy. Because of his extensive experience in the chemicals sector, we believe Mr. Coxon is well qualified to serve on our Board. | | | SUSAN F. WARD Age: 63 Independent Director | Susan F. Ward has served on our Board since 2020. A respected accounting professional, Ms. Ward spent 27 years serving in a variety of roles at United Parcel Service, Inc., most recently as its Chief Accounting Officer from 2015 until her retirement in August 2019. Prior to her tenure at UPS, Ms. Ward spent 10 years at Ernst & Young in Assurance Services. Ms. Ward has served on the board of Saia, Inc. since November 2019 and currently serves as the chairperson of its Audit Committee. Since September 2021, she also has served as a member of the board of Global Business Travel Group, Inc., where she also serves as chairperson of its Audit Committee and as a member of its Risk Management and Compliance Committee. She was elected to serve as a member of our Board as a result of her years of experience as a senior financial executive of a multi-national business, as well as her public accounting experience. | | | BRYAN K. BROWN Age: 56 Independent Director | Bryan K. Brown has served on our Board since April 2022. Mr. Brown has served as a partner at Jones Day in its Financial Markets – Capital Markets practice since 2019. Prior to joining Jones Day, Mr. Brown served as a partner at Reed Smith from November 2013 to April 2019, at Thompson Knight from March 2012 to November 2013, and Porter Hedges from May 1998 to February 2012. Mr. Brown currently serves as a member of the board of advisors of the College of Business at Sam Houston University and The John Cooper School, where he is a member of the Audit Committee. Prior to entering private practice, Mr. Brown worked at the Division of Corporate Finance at the U.S. Securities and Exchange Commission. Mr. Brown is an active member of the National Association of Corporate Directors (“NACD”), and has completed NACD Directorship Certified® program. Because of his extensive experience advising public companies and his extensive leadership experience, we believe that Mr. Brown is well qualified to serve on our Board. |

  13. Who should I call if I have any questions?

    | 8 | | 2024 PROXY STATEMENT |

  14. Who should I call if I have any questions?

    Class III – Directors with Terms Expiring in 2026

  15. Who should I call if I have any questions?

    | | KURT J. BITTING Age: 48 Director and Chief Executive Officer | Kurt J. Bitting has served on our Board since April 2022. Mr. Bitting became our Chief Executive Officer in April 2022. Prior to that, he served as Vice President and President—Ecoservices (formerly Refining Services) beginning in March 2019. From September 2017 until February 2019, Mr. Bitting served as Vice President of Eco Services. Between May 2016 and August 2017, he was Business Director in the Eco Services business. Mr. Bitting also previously held management positions at Kinder Morgan, Inc., Sprint Corporation, Solvay USA Inc. and Eco Services Operations LLC. Mr. Bitting began his career in the U.S. Army where he served as a Company Commander in the 10th Mountain Division. Mr. Bitting was elected to serve as a member of the Board due to his extensive management and leadership experience. | | | DAVID A. BRADLEY Age: 53 Independent Director | David A. Bradley has served on our Board since April 2022. Since March 2019, Mr. Bradley has served as the President and Chief Executive Officer and member of the board of directors of SI Group. Prior to joining SI Group, Mr. Bradley served as President and CEO and member of the board of directors of Nexeo Solutions between 2011 and 2019. Prior to that, Mr. Bradley spent seven years at Kraton Corporation, where he held several executive positions, including Chief Operating Officer, Vice President of Global Operations, and Vice President of Business Transformation. Since 2019, he also has been a member of the board of directors of South Texas Truck Centers LLP. Because of his extensive experience in the chemicals sector and his extensive management and leadership experience, we believe Mr. Bradley is well qualified to serve on our Board. | | | KEVIN M. FOGARTY Age: 58 Non-Executive Chairman and Independent Director | Kevin M. Fogarty became a director and our Chairman in April 2022 and he became chairman of our Nominating and Corporate Governance Committee in July 2022, serving in that position until December 31, 2023. From January 2008 until March 2022, Mr. Fogarty served as Kraton Corporation’s President and Chief Executive Officer and as a member of its board of directors from September 2009 until March 2022. From May 2005 to December 2007, he served as Kraton’s Executive Vice President of Global Sales and Marketing. From May 2004 to April 2005, Mr. Fogarty served as President, Polymers and Resins, of Invista. From 1991 to April 2004, Mr. Fogarty held a variety of roles within the Koch Industries, Inc. family of companies. Mr. Fogarty serves as Chairman of the board of directors of P.H. Glatfelter Company, where he also is a member of its Compensation Committee and formerly served on its Nominating and Corporate Governance Committee. Since 2022, he also has served on the board of directors of OPAL Fuels Inc., where he also serves on its Audit and Compensation Committees. He formerly has served as a director of the American Chemistry Council. Because of his extensive experience in the chemicals sector and his extensive management and leadership experience, we believe Mr. Fogarty is well qualified to serve on our Board. |

  16. Who should I call if I have any questions?

    | 2024 PROXY STATEMENT | | 9 |

  17. Who should I call if I have any questions?

    DIRECTOR COMPENSATION

  18. Director Compensation

    Director Compensation In accordance with our non-employee director compensation policy, which has been in place since the time of our initial public offering, each of our non-employee directors who is not an employee of CCMP Capital Advisors L.P. (“CCMP”) or INEOS Limited (“INEOS”) is compensated as follows:

  19. Director Compensation

    | • | Each eligible non-employee director receives an annual cash retainer of $50,000. |

  20. Director Compensation

    | • | The chairperson of the Audit Committee receives an additional annual cash retainer of $20,000. |

  21. Director Compensation

    | • | The chairperson of each other committee, to the extent eligible for compensation under the policy, receives an additional annual cash retainer of $15,000. |

  22. Director Compensation

    | • | Each eligible non-employee director receives an annual equity grant in the form of restricted stock units with a grant date fair value of $200,000. The terms of each such award are set forth in an award agreement between each director and us, which generally provides for vesting after one year of continued service as a director or upon an earlier occurrence of a change in control. |

  23. Director Compensation

    Mr. Fogarty receives the standard director pay package outlined above, plus a $250,000 fee differential for his service as Non-Executive Chairman. The fee differential is paid in the form of an additional annual cash retainer of $50,000 and additional restricted stock units with a grant date fair value of $200,000. As is the case with the restricted stock units granted to other non-employee directors, the restricted stock units which form a part of the fee differential provide for vesting after one year of continued service as director or upon an earlier occurrence of a change in control. All cash and equity awards granted under the non-employee director compensation policy are granted under, and subject to the limits of, the Ecovyst Inc. 2017 Omnibus Incentive Plan, as amended and restated (the “2017 Plan”). Annual cash retainers are paid quarterly in arrears. In 2023, we did not pay any additional remuneration for director service to any of our directors who were either our officers or who were employees of CCMP or INEOS. However, all directors were reimbursed for reasonable travel and lodging expenses incurred to attend meetings of our Board or committees thereof. On January 16, 2023, the Company granted 20,325 restricted stock units to each of Messrs. Bradley, Brown, Coxon and Vann and to Ms. Catalano and Ms. Ward. Each award vested subject to the director’s continued service through January 5, 2024 (or upon an earlier occurrence of a change in control). The Compensation Committee also approved, and the Company granted on January 16, 2023, 1,016 shares of stock to each of Messrs. Brown, Coxon and Vann for their service on the Special Repurchase Committee of the Board and 2,033 shares of stock to Ms. Ward for her service as Chair of the Special Repurchase Committee. In addition, on January 16, 2023 the Company granted 40,650 restricted stock units to Mr. Fogarty, consisting of 20,325 restricted stock units for his service on the Board and 20,325 restricted stock units as a part of the fee differential for his service as Non-Executive Chair of the Board. Each award of restricted stock unit vested subject to the director’s continued service through January 5, 2024 (or upon an earlier occurrence of a change in control).

  24. Director Compensation Table

    Director Compensation Table The following table sets forth certain information with respect to cash compensation and stock awards granted to our non-employee directors in 2023. Directors who were employees of CCMP or INEOS did not receive compensation. Mr. Bitting did not receive compensation in respect of his service on our Board in 2023. The compensation that he received in his capacity as an executive officer of the Company is reported in the Summary Compensation Table below.

  25. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | David A. Bradley | $59,643 | $199,998 | — | — | $259,641 | | Bryan K. Brown | $50,000 | $209,995 | — | — | $259,995 | | Anna C. Catalano | $50,000 | $199,998 | — | — | $249,998 | | Robert Coxon(3) | $65,000 | $209,995 | — | — | $274,995 | | Kevin M. Fogarty | $115,000 | $399,996 | — | — | $514,996 | | Jonny Ginns(4) | — | — | — | — | — | | Kyle Vann | $50,000 | $209,995 | — | — | $259,995 | | Susan F. Ward | $70,000 | $220,003 | — | — | $290,003 | | Timothy Walsh(5) | — | — | — | — | — |

  26. Director Compensation Table

    | (1) As described above, Ms. Ward and Messrs. Fogarty, Bradley and Coxon received an additional annual retainer for their service as committee chairs. Ms. Ward served as chair of the Audit Committee and received an additional retainer of $20,000 for such service. Mr. Fogarty served as chair of the Nominating and Corporate Governance Committee and received an additional annual retainer of $15,000 for such service. Mr. Bradley served as chair of the Compensation Committee beginning on May 10, 2023 and is entitled to receive an additional annual retainer of $15,000 for such service. The actual amount paid to Mr. Bradley for his service as chair of the Compensation Committee in 2023 was $9,642.86. Mr. Coxon served as the chair of the Health, Safety, Environment and Security Committee and received an additional retainer of $15,000 for such service. As described above, Mr. Fogarty receives the standard director pay package outlined above plus a $250,000 annual fee differential for his service as Non-Executive Chairman. The fee differential is paid in the form of an additional annual cash retainer of $50,000 and additional restricted stock units with a grant date fair value of $200,000. |

  27. Director Compensation Table

    | (2) As required by Securities and Exchange Commission (“SEC”) rules, amounts shown present the aggregate grant date fair value of restricted stock unit and stock awards granted to our non-employee directors during 2023, calculated in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 21 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2023. |

  28. Director Compensation Table

    | (3) On March 7, 2023, Mr. Coxon forfeited 25,476 unvested restricted shares due to the failure of the performance condition associated with such restricted shares. |

  29. Director Compensation Table

    | (4) As an employee of INEOS and in accordance with our non-employee director compensation policy, Mr. Ginns did not receive compensation for his service on our Board in 2023. Mr. Ginns resigned from the Board effective on December 31, 2023. |

  30. Director Compensation Table

    | (5) As an employee of CCMP and in accordance with our non-employee director compensation policy, Mr. Walsh did not receive compensation for his service on our Board in 2023. Mr. Walsh resigned from the Board effective on May 10, 2023. |

  31. Director Compensation Table

    | 2024 PROXY STATEMENT | | 11 |

  32. Director Compensation Table

    CORPORATE GOVERNANCE

  33. Executive Compensation Framework Highlights

    | ✔ | Reward performance by utilizing performance-based compensation programs | ✔ | Caps on incentive compensation payouts | | ✔ | Stock ownership requirements for named executive officers to align with stockholder interests | ✔ | Incentive compensation payouts tied to key performance metrics tied to business results and stockholder returns | | ✔ | Hold a “say-on-pay” stockholder advisory vote on an annual basis | ✔ | Forbid short sales, hedging or pledging transactions involving Company securities | | ✔ | Make compensation decisions utilizing a group of appropriate peer companies | ✔ | Incentive compensation clawback policy aligns with SEC and NYSE requirements | | ✔ | Provide an appropriate mix of short- and long-term incentive compensation | ✔ | Compensation programs designed to discourage undue or excessive management risk-taking |

  34. Executive Compensation Framework Highlights

    | • | Taking into account the results of recent say-on-pay advisory votes and utilizing market-based compensation among our peer group, the Compensation Committee has made changes to our named executive officers’ overall compensation in 2023 and 2024 to align with our peers and to reflect the size and complexity of the Company and the experience of incumbents in each position. |

  35. Executive Compensation Framework Highlights

    | • | Our PSUs are earned based on the achievement of performance goals designed to directly focus our named executive officers on |

  36. Executive Compensation Framework Highlights

    | • | Our annual performance-based cash incentive is contingent upon the achievement of financial performance goals. The amount of bonus compensation ultimately received varies with our annual financial performance, thereby providing an additional incentive to produce results that are designed to be tied to stockholder value. |

  37. Corporate Governance and Best Practices

    | What We Do | | | Peer Group Adjustment | The Compensation Committee reviews and adjusts the peer group on an annual basis to determine the appropriateness of the peer group listing. As a result of merger and acquisition activity involving five peers in the 2022 compensation peer group, the Compensation Committee took action to replace those peer companies with five new peers within the compensation peer group for 2023. | | Pay for Performance | Consistent with our goal of creating a performance-oriented environment, a substantial portion of executive pay is based on the achievement of specific financial goals and the price performance of our Common Stock. Our long-term incentive performance metrics have been adjusted to include a 100 percent weight Total Shareholder Return (“TSR”) metric in the 2021, 2022, and 2023 PSU grants. In our 2024 PSU grants, a 50 percent weight Cumulative Adjusted EBITDA metric has been incorporated, and a relative TSR metric at an adjusted weight of 50 percent also was utilized. | | Equity vesting on account of ordinary severance or severance due to a change in control | No automatic vesting of equity occurs on either event. | | Stock ownership guidelines | Our Chief Executive Officer must hold shares of our Common Stock having a value of at least 5X base salary, and the other named executive officers must hold shares of our Common Stock having a value of at least 3X base salary. We believe that this stock holding requirement creates alignment of our executive management team with the interests of our stockholders. Our named executive officers have five years to comply with our stock ownership guidelines and are required to retain at least 50% of the after-tax shares received from equity awards until the required ownership levels are achieved. | | Clawback | Our named executive officers, in certain circumstances, would be required to return the value of equity awards if our financial statements are restated as a result of their wrongdoing. Additionally, our named executive officers would be required to return any gain received in connection with the exercise, vesting, payment or other realization of income related to an equity award in the event of a breach of any non-solicitation, non-interference or confidentiality obligations or violation of our Code of Conduct. We have incorporated the adjustments to our clawback policies that are required to comply with the new SEC and NYSE requirements. | | Independent Compensation Consultant | The Compensation Committee retains an independent compensation consultant that provides no other services to the Company. |

  38. Corporate Governance and Best Practices

    | What We Don't Do | | | No rich supplemental retirement plan benefits are offered | We provide a modest supplemental retirement opportunity tied to the statutory caps in our 401(k) plan. | | No change in control excise tax gross ups | In accordance with good governance best practices, we provide no change in control excise tax gross ups. |

  39. Corporate Governance and Best Practices

    | What We Don't Do | | | No short-term trading, short sales, hedging or pledging | As part of our policy on insider trading and communications with the public, all of our employees, including our named executive officers, as well as our directors and consultants, are prohibited from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges. | | No annual incentives for named executive officers absent performance | Minimum hurdles must be satisfied before our named executive officers can earn any annual cash incentive compensation. |

  40. Compensation Consultant; Review of Relevant Compensation Data

    Compensation Consultant; Review of Relevant Compensation Data The Compensation Committee engaged WealthPoint, LLC (“WealthPoint”) as the independent advisor to the Compensation Committee in 2023. WealthPoint reviewed the Company’s overall executive compensation program relative to comparably sized public companies in industries similar to the Company’s. In addition, WealthPoint advised the Compensation Committee on the appropriate mix of compensation components for compensating our executive officers and advised the Compensation Committee on matters relating to our executive officers’ performance-based compensation. WealthPoint did not provide any other services to the Company or our management or have any other direct or indirect business relationships with the Company or our management. The Compensation Committee has assessed the independence of WealthPoint and concluded that its work for the Compensation Committee in 2023 did not raise any conflicts of interest related to the Company.

  41. Compensation Peer Group Data

    Compensation Peer Group Data The Compensation Committee has identified a peer group of companies to be used for purposes of assessing market levels of compensation. At the end of 2022, with the assistance of WealthPoint, the Compensation Committee reviewed the compensation peer group used to consider 2022 compensation to determine its continued appropriateness. Several adjustments were made to remove previous peers which had been acquired and other companies were selected to take their place. The companies below were selected as the peer group used to consider 2023 compensation decisions because they are in the chemical and specialty chemical space and generally have revenues ranging from approximately 50% to 200% of the Company’s revenues.

  42. Compensation Peer Group Data

    | 2024 PROXY STATEMENT | | 35 |

  43. Compensation Peer Group Data

    | 2023 Compensation Peer Group | | | | Advansix, Inc. | Ingevity Corporation | Oil-Dri Corp. of America | | American Vanguard Corp. | Intrepid Potash, Inc. | Orion Engineered Carbons | | Balchem Corporation | Innospec, Inc. | Quaker Chemical Corporation | | Chase Corporation | Koppers Holdings, Inc. | Rayonier Advanced Materials, Inc. | | CSW Industrials, Inc. | Livent Corp. | Sensient Technologies Corporation | | GCP Applied Technologies, Inc. | LSB Industries, Inc. | Tredegar Corp. | | Hawkins, Inc. | NN, Inc. | WD-40 Co. |

  44. Elements of Compensation in 2023

    | • | Annual performance-based cash awards; |

  45. Elements of Compensation in 2023

    | • | Long-term equity incentive awards; and |

  46. Annual Performance-Based Cash Awards – The EIP

    Annual Performance-Based Cash Awards – The EIP We provide our named executive officers with annual performance-based cash award opportunities linked to our annual financial and operational performance. For 2023, the Compensation Committee chose to specify four performance metrics specific to corporate

  47. Annual Performance-Based Cash Awards – The EIP

    | 36 | | 2024 PROXY STATEMENT |

  48. Annual Performance-Based Cash Awards – The EIP

    participants, including Messrs. Bitting, Feehan and Koscinski, and five performance metrics specific to business unit participants, including Messrs. Vann and Whittleston. For corporate participants, each performance metric is based on a target tied to overall Company performance. For business unit participants, performance metrics have been divided into two Company-wide financial metrics and three financial and non-financial metrics specific to each business unit; e.g. performance with respect to various metrics for Ecoservices or Advanced Materials and Catalysts. The performance metrics, along with the reasons the Compensation Committee chose each of them for purposes of the EIP, are outlined below.

  49. Annual Performance-Based Cash Awards – The EIP

    | Corporate Participants(1) | | Business Unit Participants(2) | | | Factor | Weight | Factor | Weight | | Ecovyst Adjusted EBITDA | 60% | Ecovyst Adjusted EBITDA | 20% | | | | Business Unit Adjusted EBITDA | 40% | | Ecovyst Adjusted Free Cash Flow | 20% | Ecovyst Adjusted Free Cash Flow | 20% | | Ecovyst HSE Perfect Days | 10% | Business Unit HSE Perfect Days | 10% | | Ecovyst Recordable Incident Rate | 10% | Business Unit Recordable Incidents | 10% |

  50. Annual Performance-Based Cash Awards – The EIP

    | (1) Corporate participants include Messrs. Bitting, Feehan and Koscinski. |

  51. Annual Performance-Based Cash Awards – The EIP

    | (2) Business participants include Mr. Vann, for Ecoservices, and Whittleston, for Advanced Materials and Catalysts.. |

  52. Annual Performance-Based Cash Awards – The EIP

    The 2023 EIP performance grids set forth below were established by the Compensation Committee for the named executive officers in December 2022. While the EIP covers most management and professional employees in the organization, the goals of most participants outside of our named executive officers are business-unit specific. In order to receive any payment on the Adjusted EBITDA and Adjusted Free Cash Flow portion of the Company-wide EIP performance metrics, the Company had to achieve an Adjusted EBITDA of at least $273 million in 2023. Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial metrics. An explanation of how we calculate these metrics is provided below. Following are the 2023 EIP performance grids for Company-wide EIP performance metrics. Payouts are linear between threshold and target, and between target and maximum.

  53. Annual Performance-Based Cash Awards – The EIP

    | ECOVYST ADJUSTED EBITDA(1) | | | | | | | | Category | Threshold | | | Target | | Maximum | | Percentage Adjusted EBITDA Target | 93.8% | 95.8% | 97.9% | 100% | 102.4% | ≥104.8% | | Ecovyst Adjusted EBITDA (Millions) | $273.0 | $279.0 | $285.0 | $291.1 | $298.1 | $305.0 | | Percentage Adjusted EBITDA Target Bonus | 25% | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 15% | 30% | 45% | 60% | 90% | 120% |

  54. Annual Performance-Based Cash Awards – The EIP

    | (1) Ecovyst Adjusted EBITDA is an EIP performance metric applicable to both corporate and business unit participants. |

  55. Annual Performance-Based Cash Awards – The EIP

    | ECOVYST ADJUSTED FREE CASH FLOW(1) | | | | | | | | Category | Threshold | | | Target | | Maximum | | Percentage Adjusted Free Cash Flow Target | 85.2% | 90.2% | 95.1% | 100% | 109.4% | ≥118.9% | | Ecovyst Adjusted Free Cash Flow (Millions) | $104.0 | $110.0 | $116.0 | $122.0 | $133.5 | $145.0 |

  56. Annual Performance-Based Cash Awards – The EIP

    | 2024 PROXY STATEMENT | | 37 |

  57. Annual Performance-Based Cash Awards – The EIP

    | ECOVYST ADJUSTED FREE CASH FLOW(1) | | | | | | | | Category | Threshold | | | Target | | Maximum | | Percentage Adjusted Free Cash Flow Target Bonus | 25% | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 5% | 10% | 15% | 20% | 30% | 40% |

  58. Annual Performance-Based Cash Awards – The EIP

    | (1) Ecovyst Adjusted Free Cash Flow is an EIP performance metric applicable to both corporate and business unit participants. |

  59. Annual Performance-Based Cash Awards – The EIP

    | ECOVYST HSE PERFECT DAYS | | | | | | | Category | Threshold | | Target | | Maximum | | Ecovyst HSE Perfect Days | 329 | 334 | 339 | 346 | ≥353 | | Percentage HSE Perfect Days Target Bonus | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 5% | 7.5% | 10% | 15% | 20% |

  60. Annual Performance-Based Cash Awards – The EIP

    | ECOVYST RECORDABLE INCIDENT RATE | | | | | | | Category | Threshold | | Target | | Maximum | | Ecovyst Recordable Incident Rate | 0.48 | 0.42 | 0.36 | 0.24 | 0.12 | | Percentage Recordable Incident Rate Target Bonus | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 5% | 7.5% | 10% | 15% | 20% |

  61. Annual Performance-Based Cash Awards – The EIP

    Following are the 2023 EIP performance grids for Ecoservices business unit metrics, applicable to Mr. Vann. Payouts are linear between threshold and target, and between target and maximum.

  62. Annual Performance-Based Cash Awards – The EIP

    | ECOSERVICES ADJUSTED EBITDA | | | | | | | | Category | Threshold | | | Target | | Maximum | | Percentage Adjusted EBITDA Target | 94.0% | 96.0% | 98.0% | 100% | 102.6% | ≥104.8% | | Ecoservices Adjusted EBITDA (Millions) | $221.0 | $225.7 | $230.4 | $235.1 | $241.1 | $247.0 | | Percentage Adjusted EBITDA Target Bonus | 25% | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 10% | 20% | 30% | 40% | 60% | 80% |

  63. Annual Performance-Based Cash Awards – The EIP

    | ECOSERVICES HSE PERFECT DAYS | | | | | | | Category | Threshold | | Target | | Maximum | | Ecoservices HSE Perfect Days | 339 | 343 | 347 | 352 | ≥357 | | Percentage HSE Perfect Days Target Bonus | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 5% | 7.5% | 10% | 15.0% | 20% |

  64. Annual Performance-Based Cash Awards – The EIP

    | 38 | | 2024 PROXY STATEMENT |

  65. Annual Performance-Based Cash Awards – The EIP

    | ECOSERVICES NUMBER OF RECORDABLE INCIDENTS | | | | | | Category | Threshold | Target | | Maximum | | Ecoservices Number of Recordable Incidents | 3 | 2 | 1 | 0 | | Percentage Recordable Incidents Target Bonus | 50% | 100% | 150% | 200% | | Percentage Total Target Bonus | 5% | 10% | 15% | 20% |

  66. Annual Performance-Based Cash Awards – The EIP

    Following are the 2023 EIP performance grids for Advanced Materials and Catalysts business unit metrics, applicable to Mr. Whittleston. Payouts are linear between threshold and target, and between target and maximum.

  67. Annual Performance-Based Cash Awards – The EIP

    | ADVANCED MATERIALS AND CATALYSTS ADJUSTED EBITDA | | | | | | | | Category | Threshold | | | Target | | Maximum | | Percentage Adjusted EBITDA Target | 93.0% | 95.3% | 97.7% | 100% | 105.8% | ≥111.6% | | Advanced Materials and Catalysts Adjusted EBITDA (Millions) | $80.0 | $82.0 | $84.0 | $86.0 | $91.0 | $96.0 | | Percentage Adjusted EBITDA Target Bonus | 25% | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 10% | 20% | 30% | 40% | 60% | 80% |

  68. Annual Performance-Based Cash Awards – The EIP

    | ADVANCED MATERIALS AND CATALYSTS HSE PERFECT DAYS | | | | | | | Category | Threshold | | Target | | Maximum | | Advanced Materials and Catalysts HSE Perfect Days | 346 | 352 | 356 | 359 | ≥362 | | Percentage HSE Perfect Days Target Bonus | 50% | 75% | 100% | 150% | 200% | | Percentage Total Target Bonus | 5% | 7.5% | 10% | 15% | 20% |

  69. Annual Performance-Based Cash Awards – The EIP

    | ADVANCED MATERIALS AND CATALYSTS NUMBER OF RECORDABLE INCIDENTS | | | | | Category | Threshold | Target | Maximum | | Advanced Materials and Catalysts Number of Recordable Incidents | 2 | 1 | 0 | | Percentage Recordable Incidents Target Bonus | 50% | 75% | 100% | | Percentage Total Target Bonus | 5% | 10% | 20% |

  70. Annual Performance-Based Cash Awards – The EIP

    | 2024 PROXY STATEMENT | | 39 |

  71. Annual Performance-Based Cash Awards – The EIP

    Following are the reasons the Company uses these metrics in the EIP, along with definitions of the metrics used.

  72. Annual Performance-Based Cash Awards – The EIP

    | Metric/Goal | Reason for Inclusion in the EIP | | Adjusted EBITDA | Adjusted EBITDA is the most significant indicator of financial operating performance. Improvements in financial operating performance are directly linked to sustainable share value creation. | | Adjusted Free Cash Flow | Adjusted Free Cash Flow is an important indicator of operating efficiency (e.g., the ability to increase margins by careful management of operating expenses) and management of capital expenditures. Improvements in Adjusted Free Cash Flow also equip the Company to pursue new opportunities. Increased operating efficiency and the successful pursuit of new opportunities lead to share value creation. | | HSE Perfect Days | There is a direct link between an improving safety and environmental incident record, and higher worker productivity and sustained share value creation. | | Recordable Incident Rate | This is a measurable indicator, tied to compensation, measuring the Company’s commitment to continuing to evolve our safety culture in our drive to be best-in-class. |

  73. Annual Performance-Based Cash Awards – The EIP

    | Metric/Goal | Definition | | Adjusted EBITDA | EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, non-recurring or other items included in net income (loss) and EBITDA that we do not consider indicative of our ongoing operating performance, and (iii) depreciation, amortization and interest of our 50% share of the Zeolyst Joint Venture. | | Adjusted Free Cash Flow | Adjusted Free Cash Flow consists of cash flow from operating activities less purchases of property, plant and equipment plus proceeds from asset sales plus net interest proceeds on cross-currency swaps. | | HSE Perfect Days | “HSE Perfect Days” is the number of days without a significant safety or environmental incident. | | Recordable Incident Rate | “Recordable Incident Rate” represents the rate of recordable incidents, as reflected on our OSHA Form 300 log per 100 full-time employees annually. |

  74. Annual Performance-Based Cash Awards – The EIP

    The target annual performance-based cash award opportunity for each named executive officer was set as a percentage of base salary (i.e., actual base salary paid during 2023). For 2023, the actual target award percentages were as follows:

  75. Annual Performance-Based Cash Awards – The EIP

    | Executive | FYE Target Award as % of Base Pay | | Mr. Bitting | 100% | | Mr. Feehan | 75% | | Mr. Koscinski | 65% | | Mr. Vann | 60% | | Mr. Whittleston | 60% |

  76. Annual Performance-Based Cash Awards – The EIP

    The level of performance actually achieved on a Company-wide basis for 2023 in each of the four categories was as follows:

  77. Annual Performance-Based Cash Awards – The EIP

    | ECOVYST ACTUAL PERFORMANCE | ($ in Millions) | | | | Measurement Category | Target | Actual | Payout Achieved as a % of Target | | Adjusted EBITDA | $291.1 | $253.5(1) | 0% | | Adjusted Free Cash Flow | $122.0 | $72.3 | 0% | | HSE Perfect Days | 339 | 332 | 6.5% | | Recordable Incident Rate | 0.36 | 0.53 | 0% |

  78. Annual Performance-Based Cash Awards – The EIP

    | (1) Represents Adjusted EBITDA as defined by the EIP, which differs from Adjusted EBITDA that was reported in our 2023 results. |

  79. Annual Performance-Based Cash Awards – The EIP

    | 40 | | 2024 PROXY STATEMENT |

  80. Annual Performance-Based Cash Awards – The EIP

    The level of performance actually achieved on a business unit basis for Ecoservices for 2023 in each of the three categories specific to that business unit was as follows:

  81. Annual Performance-Based Cash Awards – The EIP

    | ECOSERVICES ACTUAL PERFORMANCE | ($ in Millions) | | | | Measurement Category | Target | Actual | Payout Achieved as a % of Target | | Adjusted EBITDA | $235.1 | $200.8 | 0% | | HSE Perfect Days | 347 | 335 | 0% | | Recordable Incidents | 2 | 5 | 0% |

  82. Annual Performance-Based Cash Awards – The EIP

    The level of performance actually achieved on a business unit basis for Advanced Materials and Catalysts for 2023 in each of the three categories specific to that business unit was as follows:

  83. Annual Performance-Based Cash Awards – The EIP

    | ADVANCED MATERIALS AND CATALYSTS ACTUAL PERFORMANCE | ($ in Millions) | | | | Measurement Category | Target | Actual | Payout Achieved as a % of Target | | Adjusted EBITDA | $86.1 | $81.9 | 47.7% | | HSE Perfect Days | 356 | 362 | 200% | | Recordable Incidents | 1 | 0 | 200% |

  84. Annual Performance-Based Cash Awards – The EIP

    The actual EIP payments earned by each of the named executive officers for 2023, by performance metric, was as follows:

  85. Annual Performance-Based Cash Awards – The EIP

    | Executive | Adjusted EBITDA | | Ecovyst Adjusted Free Cash Flow | HSE Perfect Days | | Recordable Incident Rate/Number | | Total Dollar Value EIP Earned | | | Ecovyst | Business Unit | | Ecovyst | Business Unit | Ecovyst | Business Unit | | | Mr. Bitting | — | n/a | — | $45,500 | n/a | — | n/a | $45,500 | | Mr. Feehan | — | n/a | — | $19,500 | n/a | — | n/a | $19,500 | | Mr. Koscinski | — | n/a | — | $18,854 | n/a | — | n/a | $18,854 | | Mr. Vann | — | — | — | n/a | — | n/a | — | $0 | | Mr. Whittleston | — | $37,202 | — | n/a | $39,000 | n/a | $39,000 | $115,202 |

  86. Long-Term Equity Based Incentive Awards

    Long-Term Equity Based Incentive Awards Since the time of our initial public offering, all of our equity-based awards have been granted under the 2017 Omnibus Incentive Plan or the 2017 Omnibus Incentive Plan, as amended and restated (collectively, the “2017 Plan”). Those awards have included time-vesting RSUs, time-vesting stock options, and performance-vesting PSUs tied to both financial performance and either absolute or relative TSR goals. The 2023 long-term equity-based incentive awards we granted to our named executive officers included a mix of time-vesting RSUs and performance-vesting PSUs. The number of PSUs that were granted in 2023 and which are eligible to be earned is tied to the achievement of absolute TSR targets over the three-year performance period ending December 31, 2025.

  87. Grants Made in 2023

    Grants Made in 2023 In December of 2022, the Compensation Committee determined that it was advisable to make another grant of long-term equity incentive awards to its named executive officers, and did so on January 16, 2023. The equity incentive awards were in the form of time vested RSUs and performance vested PSUs. For 2023, the Committee determined that it was appropriate to weight such grants for all named executive officers except Mr. Bitting as 50 percent RSUs and 50 percent PSUs. In the case of Mr. Bitting, however, 65 percent of his grant consisted of PSUs, and 35 percent consisted of RSUs. For all named executive officers, RSUs vest ratably over a three-year period and PSUs vest at the conclusion of a three-year performance period if the performance metrics are achieved. The awards granted were as follows:

  88. Grants Made in 2023

    | Executive | January 16, 2023 PSUs | January 16, 2023 RSUs | Grant Date Value(1) | | Mr. Bitting | 198,170 | 106,708 | $3,000,000 | | Mr. Feehan | 50,813 | 50,813 | $1,000,000 | | Mr. Koscinski | 60,975 | 60,976 | $1,199,198 | | Mr. Vann | 33,028 | 33,029 | $650,001 | | Mr. Whittleston | 33,028 | 33,029 | $650,001 |

  89. Grants Made in 2023

    | (1) Grant Date Value is calculated in accordance with the 2017 Plan by multiplying the number of RSUs and PSUs granted by the average of the high and low trading price of the Company’s Common Stock on the trading day prior to the grant date. The Grant Date Values displayed here differ from the values reflected in the Grants of Plan-Based Awards and Summary Compensation tables below, which report the fair values of the awards in accordance with ASC 718. |

  90. 2023 PSU Design

    2023 PSU Design In setting the 2023 PSU design, the Compensation Committee continued to focus on the Company’s share price performance. In doing so, four factors were taken into account for the grants made in 2023. First, the Compensation Committee continued the use of absolute TSR as the sole performance metric for PSUs. Second, the Compensation Committee adjusted the weighting of time vesting RSUs and PSUs for all named executive officers. This resulted in an equity mix of 35 percent RSUs / 65 percent PSUs for Mr. Bitting, and 50 percent RSUs / 50 percent PSUs for Messrs. Feehan, Koscinski, Vann and Whittleston. Third, the Compensation Committee set threshold at 18 percent absolute TSR over the three-year performance period, set target at 30 percent absolute TSR over the three year performance period, and set maximum at 80 percent absolute TSR over the three year performance period. Based on input from our compensation consultant, 80 percent TSR performance would place the Company at around the 75th percentile of our peer group in terms of absolute TSR performance.

  91. 2023 PSU Design

    | 42 | | 2024 PROXY STATEMENT |

  92. 2023 PSU Design

    Fourth, the Compensation Committee determined that the use of PSUs further down the organization would foster a results-based performance culture that is designed to yield improvement in share price performance. Therefore, it was decided that grants below the CEO and senior executive level of at least $100,000 but less than $250,000 would consist of 60 percent time vesting RSUs and 40 percent performance-based PSUs. The 2023 PSU grants will vest, if at all, at the end of the three-year performance period which runs from January 1, 2023 to December 31, 2025. The sole performance metric is absolute TSR. Absolute TSR is defined as the financial gain that results from a change in the price of a company’s stock during the performance period plus any dividends paid by the company during the performance period divided by the price of the company’s stock at the beginning of the performance period. The 2023 PSU formula design is as follows.

  93. 2023 PSU Design

    | Category | Threshold | | Target | | Maximum | | % Increase in Absolute TSR over the Performance Period | 18% | 24% | 30% | 55% | 80% | | PSUs Earned as a % of Target | 50% | 75% | 100% | 150% | 200% |

  94. 2023 RSU Grants

    2023 RSU Grants For the 2023 RSU grants, the Compensation Committee, in accordance with best practices, determined that a three-year ratable vesting would be utilized.

  95. 2021 PSU Grants

    2021 PSU Grants At the conclusion of 2023, the three-year performance period ended for the PSUs that were granted to named executive officers in January 2021. At the time the 2021 PSU grants were made, the Compensation Committee utilized an absolute TSR metric in the vesting criteria for those PSU grants. The 2021 PSU formula design was as follows.

  96. 2021 PSU Grants

    | Category | Threshold | | Target | | | | Maximum | | % Increase in Absolute TSR over the Performance Period | 25% | 37% | 45% | 60% | 105% | 150% | 195% | | PSUs Earned as a % of Target | 50% | 75% | 100% | 125% | 150% | 175% | 200% |

  97. 2021 PSU Grants

    Actual performance relative to the 2021 PSU grants was as follows.

  98. 2021 PSU Grants

    | Factor | Absolute TSR | | Weight | 100% | | Absolute TSR Performance Over Three-Year Performance Period | -9.05%(1) | | PSUs Earned as a Percent of Target | 0% |

  99. 2021 PSU Grants

    | (1) Calculated using a starting stock price of $14.26, and ending stock price of $9.77 and factoring in the payment of a $3.20 per share dividend during the performance period. |

  100. 2021 PSU Grants

    | 2024 PROXY STATEMENT | | 43 |

  101. 2021 PSU Grants

    Actual 2021 PSUs earned by the named executive officers was as follows:

  102. 2021 PSU Grants

    | Executive | Number of PSUs at Target | Number of PSUs Actually Earned(1) | Dollar Value of PSUs Actually Earned | | Mr. Bitting | 16,244 | — | $0 | | Mr. Feehan | 11,371 | — | $0 | | Mr. Koscinski | 16,244 | — | $0 |

  103. 2021 PSU Grants

    | (1) The number of PSUs earned is determined by calculating the number of PSUs for each target by the percentage earned, rounding up to the nearest share. |

  104. Grants Made in 2024

    Grants Made in 2024 The Compensation Committee determined to make long-term equity-based incentive awards in 2024, and those awards were granted on January 22, 2024. For the named executive officers, the Compensation Committee strongly believed that it was important to more heavily weight performance in the vesting criteria and, therefore, decided to utilize a mix of 60 percent PSUs and 40 percent RSUs for all named executive officers except for Mr. Bitting, who received a grant consisting of 65 percent PSUs and 35 percent RSUs. PSUs would vest, if at all, at the conclusion of a three-year performance period ending December 31, 2026 and RSUs would vest ratably over a three-year period. In our 2024 PSU grants, a 50 percent weight cumulative Adjusted EBITDA metric has beeen incorporated, and a relative TSR metric at an adjusted weight of 50 percent also was utilized. The grants made to the named executive officers in January 2024 were as follows:

  105. Grants Made in 2024

    | Executive | PSUs | RSUs | Grant Date Value(1) | | Mr. Bitting | 184,449 | 99,319 | $2,499,997 | | Mr. Feehan | 34,052 | 22,702 | $500,003 | | Mr. Koscinski | 68,104 | 45,403 | $999,997 | | Mr. Vann | 20,431 | 13,621 | $299,998 | | Mr. Whittleston | 30,646 | 20,432 | $449,997 |

  106. Grants Made in 2024

    | (1) Grant Date Value is calculated in accordance with the 2017 Plan by multiplying the number of RSUs and PSUs granted by the average of the high and low trading price of the Company’s Common Stock on the trading day prior to the grant date. The Grant Date Values displayed here differ from the values reflected in the Grants of Plan-Based Awards and Summary Compensation tables below, which report the fair values of the awards in accordance with ASC 718. |

  107. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Messrs. Bitting, Feehan, and Koscinski are each party to a severance agreement that provides them with severance protections and benefits in the event of certain qualifying terminations of employment. Messrs. Vann and Whittleston are covered by the Amended and Restated Severance Plan of Ecovyst Catalyst Technologies LLC, first effective as of January 1, 2020, and they do not have a separate severance agreement with the Company. The material terms of the severance agreements with our named executive officers are described below under “Potential Payments Upon Termination or Change in Control - Severance Agreements”.

  108. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth certain information with respect to compensation earned by or paid to our named executive officers for the year ended December 31, 2023, and where applicable, the years ending December 31, 2022 and December 31, 2021.

  109. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mr. Bitting Chief Executive Officer | 2023 | 700,000 | — | 4,105,028 | 45,500 | 441,970 | 5,292,498 | | | 2022 | 516,667 | — | 2,670,440 | 834,959 | 356,594 | 4,378,660 | | | 2021 | 361,000 | — | 964,584 | 487,350 | 68,740 | 1,881,674 | | Mr. Feehan Chief Financial Officer | 2023 | 400,000 | — | 1,123,475 | 19,500 | 123,635 | 1,666,610 | | | 2022 | 375,000 | — | 2,467,452 | 489,023 | 181,073 | 3,512,548 | | | 2021 | 294,239 | — | 675,210 | 295,964 | 47,495 | 1,312,908 | | Mr. Koscinski Chief Administrative Officer, Vice President, General Counsel, and Secretary | 2023 | 446,250 | — | 1,348,167 | 18,854 | 199,318 | 2,012,589 | | | 2022 | 425,000 | — | 2,217,446 | 480,330 | 400,779 | 3,523,555 | | | 2021 | 425,000 | — | 1,464,590 | 440,228 | 89,371 | 2,419,189 | | Mr. Vann Vice President and President, Ecoservices | 2023 | 365,000 | — | 730,259 | — | 31,122 | 1,126,381 | | | 2022 | 137,500 | 50,000 | 137,765 | 138,961 | 215,807 | 680,033 | | Mr. Whittleson Vice President and President, Advanced Materials & Catalysts | 2023 | 325,000 | — | 730,259 | 115,202 | 236,972 | 1,407,433 | | | 2022 | 77,948 | — | — | 67,766 | 12,842 | 158,556 |

  110. 2023 Summary Compensation Table

    | (1) The amounts shown reflect the aggregate grant date fair value of RSUs and PSUs granted to each of Messrs. Bitting, Feehan, Koscinski, Vann, and Whittleston in 2023, Messrs. Bitting, Feehan, Koscinski, and Vann in 2022, and Messrs. Bitting, Feehan, and Koscinski in 2021, computed in accordance with FASB ASC Topic 718, in each case, disregarding the effects of estimated forfeitures. These amounts reflect our cumulative accounting expense over the vesting period, disregarding the effects of estimated forfeitures, and do not correspond to the actual value that may be realized by the named executive officers. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 21 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2022, Note 23 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2022, and Note 23 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2021. With respect to the PSUs, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards at the date of grant. For PSUs, the aggregate grant date fair value of these awards assumes performance at 100% of target. The aggregate grant date fair value of the PSU awards assuming the maximum level of performance is achieved, is: Mr. Bitting’s 2023 grants $4,863,092; Mr. Feehan’s 2023 grant $1,246,951; Mr. Koscinski’s 2023 grant, $1,496,327; Mr. Vann’s 2023 grant, $810,507; Mr. Whittleston’s 2023 grants, $810,507. |

  111. 2023 Summary Compensation Table

    | (2) The amounts reported in this column represent the annual cash performance-based bonuses earned by our named executive officers under the EIP in 2023, 2022 and 2021 as a result of the achievement of certain Company performance objectives, as described above. |

  112. 2023 Summary Compensation Table

    | (3) The amounts shown in the All Other Compensation column for 2023, 2022, and 2021, include the amounts shown in the All Other Compensation table. |

  113. 2023 Summary Compensation Table

    | 46 | | 2024 PROXY STATEMENT |

  114. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes plan-based awards granted to our named executive officers for the year ended December 31, 2023.

  115. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: # of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Bitting | EIP | — | 210,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | RSU Grant | 1/16/2023 | — | — | — | — | — | — | 106,708 | 1,050,007 | | | PSU Grant | 1/16/2023 | — | — | — | 53,354 | 106,707 | 213,414 | — | 1,309,295 | | | PSU Grant | 1/16/2023 | — | — | — | 45,732 | 91,463 | 182,926 | — | 1,122,251 | | Mr. Feehan | EIP | — | 90,000 | 300,000 | 600,000 | — | — | — | — | — | | | RSU Grant | 1/16/2023 | — | — | — | — | — | — | 50,813 | 500,000 | | | PSU Grant | 1/16/2023 | — | — | — | 25,407 | 50,813 | 101,626 | — | 623,476 | | Mr. Koscinski | EIP | — | 87,019 | 290,063 | 580,125 | — | — | — | — | — | | | RSU Grant | 1/16/2023 | — | — | — | — | — | — | 60,976 | 600,004 | | | PSU Grant | 1/16/2023 | — | — | — | 30,488 | 60,975 | 121,950 | — | 748,163 | | Mr. Vann | EIP | — | 65,700 | 219,000 | 438,000 | — | — | — | — | — | | | RSU Grant | 1/16/2023 | — | — | — | — | — | — | 33,029 | 325,005 | | | PSU Grant | 1/16/2023 | — | — | — | 16,514 | 33,028 | 66,056 | — | 405,254 | | Mr. Whittleston | EIP | — | 58,500 | 195,000 | 390,000 | — | — | — | — | — | | | RSU Grant | 1/16/2023 | — | — | — | — | — | — | 33,029 | 325,005 | | | PSU Grant | 1/16/2023 | — | — | — | 16,514 | 33,028 | 66,056 | — | 405,254 |

  116. 2023 Grants of Plan-Based Awards

    | (1) Represents potential payments pursuant to the EIP, the Company’s performance-based annual bonus plan. Actual amounts earned by the named executive officer under the EIP with respect to 2023 are listed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  117. 2023 Grants of Plan-Based Awards

    | (2) Represents grants made to the named executive officers of PSUs that will vest in 2026 subject to achievement of Absolute TSR performance over the three-year performance period ending December 31, 2025 described above under “Long-Term Equity Based Incentive Awards” in the Compensation Discussion and Analysis, generally subject to continued service through the applicable vesting date. Depending on the level of achievement of the performance goals, an amount ranging from 0% to 200% of the target number of PSUs granted may actually be earned. |

  118. 2023 Grants of Plan-Based Awards

    | (3) Represents grants made to the named executive officers of RSUs that vest in three equal annual installments, generally subject to continued service through the applicable vesting date. |

  119. 2023 Grants of Plan-Based Awards

    | (4) Amounts shown reflect the aggregate grant date fair value of the equity awards granted in 2023, determined in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. See note (1) to the Summary Compensation Table above. |

  120. 2023 Grants of Plan-Based Awards

    | 48 | | 2024 PROXY STATEMENT |

  121. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31, 2023.

  122. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | # of Securities Underlying Unexercised Options Exercisable (#) | # of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: # of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(8) | Option Expiration Date | # of Shares or Units of Stock That have Not Vested (#)(9) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | Equity incentive plan awards: # of unearned `` shares, units or other rights that have not vested (#)(9) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(10) | | Mr. Bitting | | | | | | | | | | | | | 5/4/2016(1) | 38,064 | — | — | 3.04 | 5/4/2026 | — | — | — | — | | | 1/18/2021(2) | — | — | — | — | — | 32,489 | 287,853 | — | — | | | 1/18/2021(3) | — | — | — | — | — | — | — | 16,244 | 143,922 | | | 1/17/2022(4) | — | — | — | — | — | 48,592 | 430,719 | — | — | | | 1/17/2022(5) | — | — | — | — | — | — | — | 24,295 | 215,254 | | | 5/3/2022(5) | — | — | — | — | — | — | — | 24,876 | 220,401 | | | 1/16/2023(6) | — | — | — | — | — | 106,708 | 1,050,007 | — | — | | | 1/16/2023(7) | — | — | — | — | — | — | — | 106,707 | 1,049,997 | | | 1/16/2023(7) | — | — | — | — | — | — | — | 91,463 | 899,996 | | Mr. Feehan | | | | | | | | | | | | | 1/15/2017(1) | 6,620 | — | — | 3.98 | 1/15/2027 | — | — | — | — | | | 1/18/2021(2) | — | — | — | — | — | 11,371 | 100,747 | — | — | | | 1/18/2021(3) | — | — | — | — | — | — | — | 11,371 | 100,747 | | | 1/17/2022(4) | — | — | — | — | — | 48,592 | 430,525 | — | — | | | 1/17/2022(5) | — | — | — | — | — | — | — | 24,295 | 215,254 | | | 1/16/2023(6) | — | — | — | — | — | 50,813 | 500,000 | — | — | | | 1/16/2023(7) | — | — | — | — | — | — | — | 50,813 | 500,000 | | Mr. Koscinski | | | | | | | | | | | | | 10/2/2017 | 37,175 | — | — | 11.97 | 10/2/2027 | — | — | — | — | | | 10/2/2017 | 18,587 | — | — | 11.97 | 10/2/2027 | — | — | — | — | | | 1/18/2021(2) | — | — | — | — | — | 16,245 | 143,931 | — | — | | | 1/18/2021(3) | — | — | — | — | — | — | — | 16,244 | 143,922 | | | 1/17/2022(4) | — | — | — | — | — | 48,592 | 430,525 | — | — | | | 1/17/2022(5) | — | — | — | — | — | — | — | 24,295 | 215,254 | | | 1/16/2023(6) | — | — | — | — | — | 60,976 | 600,004 | — | — | | | 1/16/2023(7) | — | — | — | — | — | — | — | 60,975 | 599,994 | | Mr. Vann | | | | | | | | | | | | | 1/16/2023(6) | — | — | — | — | — | 33,029 | 325,005 | — | — | | | 1/16/2023(7) | — | — | — | — | — | — | — | 33,028 | 324,996 | | Mr. Whittleston | | | | | | | | | | | | | 1/16/2023(6) | — | — | — | — | — | 33,029 | 325,005 | — | — | | | 1/16/2023(7) | — | — | — | — | — | — | — | 33,028 | 324,996 |

  123. 2023 Outstanding Equity Awards at Fiscal Year End

    | (1) These options were granted in an exchange of equity in connection with a prior corporate reorganization. |

  124. 2023 Outstanding Equity Awards at Fiscal Year End

    | (2) Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2022, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |

  125. 2023 Outstanding Equity Awards at Fiscal Year End

    | (3) Performance-based performance stock units will vest at the end of the performance period, December 31, 2023, subject to the achievement of performance goals between the period of January 1, 2021 and December 31, 2023, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |

  126. 2023 Outstanding Equity Awards at Fiscal Year End

    | (4) Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2023, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |

  127. 2023 Outstanding Equity Awards at Fiscal Year End

    | (5) Performance-based restricted stock units will vest at the end of the performance period, December 31, 2024, subject to the achievement of performance goals between the period of January 1, 2022 and December 31, 2024, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |

  128. 2023 Outstanding Equity Awards at Fiscal Year End

    | (6) Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2023, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. |

  129. 2023 Outstanding Equity Awards at Fiscal Year End

    | 2024 PROXY STATEMENT | | 49 |

  130. 2023 Outstanding Equity Awards at Fiscal Year End

    | (7) Performance-based restricted stock units will vest at the end of the performance period, December 31, 2025, subject to the achievement of performance goals between the period of January 1, 2023 and December 31, 2025, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |

  131. 2023 Outstanding Equity Awards at Fiscal Year End

    | (8) On December 14, 2020, our Board authorized a reduction in the per share option exercise prices of outstanding option awards by $1.80, the amount per share of a special dividend declared by the Board. On August 2, 2021, our Board authorized a reduction in the option exercise prices of outstanding option awards by $3.20, the amount per share of a special dividend declared by the Board. |

  132. 2023 Outstanding Equity Awards at Fiscal Year End

    | (9) The Board declared a special cash dividend on August 2, 2021. Pursuant to Section 4.5 of the 2017 Plan, the Board is authorized to make an equitable adjustment to the terms of any outstanding equity awards which might be impacted by changes in the Company’s capital structure, including payment of an extraordinary dividend. In connection with the special dividend, the Board determined to pay a dividend equivalent equal to the special cash dividend to holders of outstanding equity awards as the underlying shares subject of those awards vest. To the extent those dividend equivalent payments are paid to named executive officers, they will be reported as cash compensation in the year they are received. |

  133. 2023 Outstanding Equity Awards at Fiscal Year End

    | (10) Fair market value has been determined based on the fair market value per share of our Common Stock of $9.77, which was the closing price of a share of our Common Stock as of December 31, 2023. |

  134. 2023 Outstanding Equity Awards at Fiscal Year End

    | 50 | | 2024 PROXY STATEMENT |

  135. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table shows amounts realized by our named executive officers upon the exercise of options and the vesting of restricted stock units and performance stock units during the year ended December 31, 2023.

  136. Option Exercises and Stock Vested in 2023

    | | Option Exercises | | Stock Awards | | | Executive | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Mr. Bitting | — | — | 206,124 | 2,231,829 | | Mr. Feehan | — | — | 189,565 | 2,063,835 | | Mr. Koscinski | — | — | 181,828 | 1,955,583 | | Mr. Vann | — | — | 14,750 | 167,708 | | Mr. Whittleston | — | — | — | — |

  137. Option Exercises and Stock Vested in 2023

    | (1) Amounts reflect the aggregate dollar value realized upon vesting by multiplying the number of shares that vested by the market value of the underlying Common Stock on the applicable vesting date. |

  138. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation All of our named executive officers participate in the Ecovyst Non-Qualified Personal Retirement Account Excess Savings Plan, or the PRA SERP. The PRA SERP is an excess benefit plan designed to provide supplemental Personal Retirement Account contributions that cannot be provided under our 401(k) plan due to Internal Revenue Code limits. The plan is administered by a committee appointed by the board of directors of Ecovyst Advanced Materials and Catalysts LLC. Contributions — There are no executive contributions under the PRA SERP. Each plan year, we credit to participant accounts under the PRA SERP the excess of (a) the amount that would have been credited for that year to the participant’s Personal Retirement Account under our 401(k) plan disregarding the dollar limits imposed by the Internal Revenue Code for maximum annual compensation over (b) the amount that was actually so credited. The plan administrator may from time to time also elect to make special contributions to participant accounts. Earning and losses — Participant accounts are deemed to be invested in Vanguard target retirement funds based on a participant’s age. At the end of each calendar quarter, we adjust participant accounts with earnings/losses equal to that calendar quarter’s return for the applicable target retirement fund. Vesting and distributions — Participants vest in their accounts under the PRA SERP upon completion of three years of service or, if earlier, upon the participant’s death or disability or a change in control. The value of a participant’s vested account balance is paid in a lump sum on the first to occur of the participant’s separation from service or disability, provided that distributions to “key employees” within the meaning of Section 416(i) of the Internal Revenue Code as of the date of the participant’s separation from service will not be made until six (6) months after the participant’s separation from service or, if earlier, the participant’s death.

  139. Nonqualified Deferred Compensation

    | 2024 PROXY STATEMENT | | 51 |

  140. Nonqualified Deferred Compensation

    The following table provides information regarding participation by our named executive officers in the PRA SERP during the year ended December 31, 2023.

  141. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Mr. Bitting | — | 72,298 | 10,368 | — | 82,737 | | Mr. Feehan | — | 22,361 | 5,583 | — | 41,556 | | Mr. Koscinski | — | 23,863 | 13,827 | — | 108,819 | | Mr. Vann | — | 6,958 | — | — | — | | Mr. Whittleston | — | 2,511 | — | — | — |

  142. Nonqualified Deferred Compensation

    | (1) Represents Company contributions with respect to 2023 that were credited in 2024. These amounts are included in the “All Other Compensation” column of the “Summary Compensation Table” above. |

  143. Nonqualified Deferred Compensation

    | (2) Earnings are credited quarterly, based on the returns of the appropriate Vanguard Retirement Fund. |

  144. Nonqualified Deferred Compensation

    | (3) Represents balances under the PRA SERP plan as of December 31, 2023 and does not include amounts attributable to Company contributions made with respect to 2023 but not credited until 2024. |

  145. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  146. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below. The median of the annual total compensation of all employees in our Company for 2023, except for our Chief Executive Officer, was $116,632. We would note that the median employee we used for the 2022 CEO Pay Ratio was no longer employed at the end of 2023, and we substituted an employee with substantially similar compensation for the 2023 CEO Pay Ratio calculation because we believe that there was no change in our employee population or employee compensation arrangements that would significantly affect the 2023 CEO Pay Ratio calculation. Specifically, we chose the employee whose 2023 compensation was substantially similar to the actual

  147. CEO Pay Ratio

    | 54 | | 2024 PROXY STATEMENT |

  148. CEO Pay Ratio

    median employee used for 2022 based on the same compensation measure originally used to identify such employee. The total annualized compensation for our Chief Executive Officer for 2023 was $5,292,498. The resulting 2023 ratio of annual total compensation of our Chief Executive officer to the median of the annual total compensation of all of our other employees is estimated to be 31.76:1. We chose a measurement date of December 31, 2023 for identifying our median employee. We examined the annual base salary or base rate of pay of all our employees, excluding our Chief Executive Officer, who were employed by us on December 31, 2023. We included all U.S. and non-U.S. employees who worked full-time, part-time or as interns. The use of annual base salary or base rate of pay is a consistently applied compensation measure that we believe reasonably reflects the compensation for our employee population. In the cases where a full-time or a regular scheduled part-time employee was employed on December 31, 2023, but was not employed by the Company for all of 2023, the base salary or base rate of pay was annualized. Regular scheduled part-time employees were not converted into full-time equivalents. Annual base salary or base rate of pay, as applicable, includes overtime, shift premium, vacation and paid sick time. The base salaries or base rates of pay of non-U.S. employees were converted into U.S. dollars using the Company’s internal year to date average exchange rates. After identifying the median employee based on the above methodology, we calculated that individual’s total annual compensation using the same methodology set forth in the 2023 Summary Compensation Table in this Proxy Statement.

  149. CEO Pay Ratio

    | 2024 PROXY STATEMENT | | 55 |

  150. Pay vs. Performance

    Pay vs. Performance

  151. Pay vs. Performance

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(1)(2) | Compensation Actually Paid to Second PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($ Thousands) | Adjusted EBITDA ($ Thousands) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | 2023 | $5,292,498 | N/A | $4,385,675 | N/A | $1,553,253 | $1,574,071 | $80 | $129 | $71,200 | $259,900 | | 2022 | $8,958,314 | $4,378,660 | ($306,892) | $3,755,039 | $2,232,721 | $1,293,593 | $73 | $113 | $69,800 | $276,800 | | 2021 | $8,953,055 | N/A | $7,292,777 | N/A | $2,421,693 | $2,056,217 | $84 | $134 | $1,800 | $227,600 | | 2020 | $5,580,953 | N/A | $5,124,015 | N/A | $1,926,164 | $1,748,569 | $95 | $115 | $54,300 | $192,600 |

  152. Pay vs. Performance

    | (1) The Principal Executive Officer (“PEO”) for 2023 was Kurt J. Bitting, Chief Executive Officer and he is referenced as the “First PEO” for 2023 in the charts in this section.. The PEO for 2020, 2021, and 2022 was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022), and he is referenced as the “First PEO” for 2020, 2021 and 2022 in the charts in this section. Mr. Bitting became our Chief Executive Officer effective April 25, 2022 and is referenced as the “Second PEO” for 2022 in the charts in this section. |

  153. Pay vs. Performance

    | (2) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |

  154. Pay vs. Performance

    | (3) The non-PEO Named Executive Officers (“NEOs”) for 2023 and their respective titles during such year were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; and Paul Whittleston, Vice President and President – Advanced Materials and Catalysts. The non-PEO NEOs for 2022 were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; Paul Whittleston, Vice President – Strategy and Business Development; and Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies (who resigned effective November 29, 2022). The non-PEO NEOs for 2021 and their respective titles during such year were Thomas Schneberger, Vice President and President — Catalyst Technologies; Kurt Bitting, Vice President and President — Ecoservices; Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President — Performance Chemicals (whose employment terminated on August 2, 2021 in connection with the sale of the Performance Chemicals business); and Michael Crews, Executive Vice President and Chief Financial Officer (who retired from the Company effective September 30, 2021). The non-PEO NEOs for 2020 and their respective titles during such year were Michael Crews, Executive Vice President and Chief Financial Officer; Ray Kolberg, Vice President and President — Catalysts (who resigned effective March 15, 2021); Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President, Performance Chemicals; and Scott Randolph, Vice President and President, Performance Materials (whose employment terminated on December 14, 2020 in connection with the sale of the Performance Materials business). |

  155. Pay vs. Performance

    | (4) For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day before fiscal year 2020, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. TSR and peer group TSR has been calculated based on a fixed investment of one hundred dollars at the beginning of the measurement point. TSR Values for 2022, 2021 and 2020 have been revised from those shown in the first Pay-Versus-Performance table in our Definitive Proxy Statement filed in 2023 to reflect a correction in the calculation of TSR. |

  156. Pay vs. Performance

    | (5) The peer group used in this calculation is defined as the “2023 Compensation Peer Group” on page 36. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated. |

  157. Pay vs. Performance

    | Year | Summary Compensation Table Total for First PEO | Exclusion of Stock Awards and Option Awards for First PEO | Inclusion of Equity Values for First PEO | Compensation Actually Paid to First PEO(1) | | | (a) | (b) | (c) | (d) | | 2023 | $5,292,498 | ($4,105,028) | $3,198,205 | $4,385,675 | | 2022 | $8,958,314 | ($5,869,774) | ($3,395,432) | ($306,892) | | 2021 | $8,953,055 | ($6,000,007) | $4,339,729 | $7,292,777 | | 2020 | $5,580,953 | ($3,999,998) | $3,543,060 | $5,124,015 |

  158. Pay vs. Performance

    | Year | Summary Compensation Table Total for Second PEO | Exclusion of Stock Awards and Option Awards for Second PEO | Inclusion of Equity Values for Second PEO | Compensation Actually Paid to Second PEO(1) | | | (a) | (b) | (c) | (d) | | 2022 | $4,378,660 | ($2,670,440) | $2,046,819 | $3,755,039 |

  159. Pay vs. Performance

    | 56 | | 2024 PROXY STATEMENT |

  160. Pay vs. Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1) | | | (a) | (b) | (c) | (d) | | 2023 | $1,553,253 | ($983,040) | $1,003,858 | $1,574,071 | | 2022 | $2,232,721 | ($1,498,620) | $559,493 | $1,293,593 | | 2021 | $2,421,693 | ($1,333,333) | $967,858 | $2,056,217 | | 2020 | $1,926,164 | ($930,005) | $752,409 | $1,748,569 |

  161. Pay vs. Performance

    | (1) The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d) |

  162. Pay vs. Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  163. Pay vs. Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for First PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for First PEO | Total Inclusion of Equity Values for First PEO(1) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $3,046,036 | ($119,368) | — | $433,439 | ($161,902) | — | $3,198,205 | | 2022 | $52,192 | ($254,446) | — | $34,177 | ($3,227,355) | — | ($3,395,432) | | 2021 | $5,150,840 | ($858,578) | — | $47,466 | — | — | $4,339,729 | | 2020 | $4,202,039 | ($196,873) | — | ($462,107) | — | — | $3,543,060 |

  164. Pay vs. Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Second PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for Second PEO | Total Inclusion of Equity Values for Second PEO(1) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2022 | $2,199,740 | ($159,076) | — | $6,156 | — | — | $2,046,819 |

  165. Pay vs. Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for Non-PEO NEOs | Average Total Inclusion of Equity Values for Non-PEO NEOs(1) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $883,892 | ($31,121) | — | $201,003 | ($49,916) | — | $1,003,858 | | 2022 | $811,571 | ($51,158) | — | $840 | ($201,761) | — | $559,493 | | 2021 | $1,109,321 | ($148,209) | — | $6,746 | — | — | $967,858 | | 2020 | $969,619 | ($42,613) | — | ($174,596) | — | — | $752,409 |

  166. Pay vs. Performance

    | (1) The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). |

  167. Pay vs. Performance

    | 2024 PROXY STATEMENT | | 57 |

  168. Pay vs. Performance

    * Assumes $100 invested at market close of 12/31/2019 in stock or index, including reinvestment of dividends. * Assumes $100 invested at market close of 12/31/2019 in stock or index, including reinvestment of dividends.

  169. Pay vs. Performance

    | 58 | | 2024 PROXY STATEMENT |